Exhibit
4.1


 


ARTICLES

OF

HUT 8 MINING CORP.


 


PROVINCE OF
BRITISH COLUMBIA


 


BUSINESS
CORPORATIONS ACT


 






     


     


    

 





TABLE
OF CONTENTS


 


PART
1


INTERPRETATION


 




	1.1             Definitions	1
	1.2             Business Corporations Act
    and Interpretation Act Definitions Applicable	2
	 	 
	PART 2	 
	SHARES AND SHARE CERTIFICATES	 
	 	 
	2.1             Authorized Share Structure	2
	2.2             Form of Share Certificate	2
	2.3             Shareholder Entitled to
    Certificate or Acknowledgment	2
	2.4             Delivery by Mail	2
	2.5             Replacement of Worn Out
    or Defaced Certificate or Acknowledgement	3
	2.6             Replacement of Lost, Destroyed
    or Wrongfully Taken Certificate	3
	2.7             Recovery of New Share Certificate	3
	2.8             Splitting Share Certificates	3
	2.9             Certificate Fee	4
	2.10           Recognition of Trusts	4
	 	 
	PART 3	 
	ISSUE OF SHARES	 
	 	 
	3.1             Directors Authorized	4
	3.2             Commissions and Discounts	4
	3.3             Brokerage	4
	3.4             Conditions of Issue	4
	3.5             Share Purchase Warrants
    and Rights	5
	PART 4	 
	 	 
	SHARE REGISTERS	 
	 	 
	4.1             Central Securities Register	5
	4.2             Closing Register	5
	PART 5	 
	SHARE TRANSFERS	 
	 	 
	5.1             Registering Transfers	5
	5.2             Waivers of Requirements
    for Transfer	6
	5.3             Form of Instrument of Transfer	6
	5.4             Transferor Remains Shareholder	6
	5.5             Signing of Instrument of
    Transfer	6
	5.6             Enquiry as to Title Not
    Required	7
	5.7             Transaction Fee	7





 






    


     


    

 


PART
6


TRANSMISSION
OF SHARES


 




	6.1             Legal
    Personal Representative Recognized on Death	7
	6.2             Rights of Legal Personal
    Representative	7
	 	 
	PART 7	 
	ACQUISITION OF COMPANY'S SHARES	 
	 	 
	7.1             Company Authorized to Purchase
    or Otherwise Acquire Shares	7
	7.2             No Purchase, Redemption
    or Other Acquisition When Insolvent	8
	7.3             Sale and Voting of Purchased,
    Redeemed or Otherwise Acquired Shares	8
	 	 
	PART 8	 
	BORROWING POWERS	 
	 	 
	8.1             Borrowing Powers	8
	 	 
	PART 9	 
	ALTERATIONS	 
	 	 
	9.1             Alteration of Authorized
    Share Structure	8
	9.2             Special Rights or Restrictions	9
	9.3             Change of Name	9
	9.4             Other Alterations	9
	 	 
	PART 10	 
	MEETINGS OF SHAREHOLDERS	 
	 	 
	10.1          
    Annual General Meetings	10
	10.2          
    Resolution Instead of Annual General Meeting	10
	10.3           Calling of Meetings of Shareholders	10
	10.4           Notice for Meetings of Shareholders	10
	10.5           Record Date for Notice	11
	10.6           Record Date for Voting	11
	10.7           Failure to Give Notice and Waiver of
    Notice	11
	10.8           Notice of Special Business at Meetings
    of Shareholders	11
	10.9           Notice of Dissent Rights	12
	 	 
	PART 11	 
	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS	 
	 	 
	11.1           Special Business	12
	11.2           Special Majority	12
	11.3           Quorum	12
	11.4           One Shareholder May Constitute Quorum	13
	11.5           Persons Entitled to Attend Meeting	13
	11.6           Requirement of Quorum	13
	11.7           Lack of Quorum	13
	11.8           Lack of Quorum at Succeeding Meeting	13



 






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	11.9           Chair	13
	11.10         Selection of Alternate Chair	14
	11.11         Adjournments	14
	11.12         Notice of Adjourned Meeting	14
	11.13         Decisions by Show of Hands or Poll	14
	11.14         Declaration of Result	14
	11.15         Motion Need Not be Seconded	14
	11.16         Casting Vote	14
	11.17         Manner of Taking Poll	15
	11.18         Demand for Poll on Adjournment	15
	11.19         Chair Must Resolve Dispute	15
	11.20         Casting of Votes	15
	11.21         No Demand for Poll on Election of Chair	15
	11.22         Demand for Poll Not to Prevent Continuance of
    Meeting	15
	11.23         Retention of Ballots and Proxies	15
	 	 
	PART 12	 
	VOTES OF SHAREHOLDERS	 
	 	 
	12.1           Number of Votes by Shareholder or by
    Shares	16
	12.2           Votes of Persons in Representative
    Capacity	16
	12.3           Votes by Joint Holders	16
	12.4           Legal Personal Representatives as Joint
    Shareholders	16
	12.5           Representative of a Corporate Shareholder	16
	12.6           When Proxy Holder Need Not Be Shareholder	17
	12.7           When Proxy Provisions Do Not Apply
    to the Company	17
	12.8           Appointment of Proxy Holders	17
	12.9           Alternate Proxy Holders	18
	12.10         Deposit of Proxy	18
	12.11         Validity of Proxy Vote	18
	12.12         Form of Proxy	18
	12.13         Revocation of Proxy	19
	12.14         Revocation of Proxy Must Be Signed	19
	12.15         Chair May Determine Validity of Proxy.	19
	12.16         Production of Evidence of Authority to Vote	19
	 	 
	PART 13	 
	DIRECTORS	 
	 	 
	13.1           First Directors; Number of Directors	19
	13.2           Change in Number of Directors	20
	13.3           Directors' Acts Valid Despite Vacancy	20
	13.4           Qualifications of Directors	20
	13.5           Remuneration of Directors	20
	13.6           Reimbursement of Expenses of Directors	20
	13.7           Special Remuneration for Directors	21
	13.8           Gratuity, Pension or Allowance on Retirement
    of Director	21


 






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PART
14





ELECTION
AND REMOVAL OF DIRECTORS


 




	14.1          Election
    at Annual General Meeting	21
	14.2           Consent to be a Director	21
	14.3           Failure to Elect or Appoint Directors	21
	14.4           Places of Retiring Directors Not Filled	22
	14.5           Directors May Fill Casual Vacancies	22
	14.6           Remaining Directors' Power to Act	22
	14.7           Shareholders May Fill Vacancies	22
	14.8           Additional Directors	22
	14.9           Ceasing to be a Director	23
	14.10         Removal of Director by Shareholders	23
	14.11         Removal of Director by Directors	23
	 	 
	PART 15	 
	ALTERNATE DIRECTORS	 
	 	 
	15.1           Appointment of Alternate Director	23
	15.2           Notice of Meetings	24
	15.3           Alternate for More Than One Director
    Attending Meetings	24
	15.4           Consent Resolutions	24
	15.5           Alternate Director Not an Agent	24
	15.6           Revocation of Appointment of Alternate
    Director	24
	15.7           Ceasing to be an Alternate Director	24
	15.8           Remuneration and Expenses of Alternate
    Director	25
	 	 
	PART 16	 
	POWERS AND DUTIES OF DIRECTORS	 
	 	 
	16.1           Powers of Management	25
	16.2           Appointment of Attorney of Company	25
	 	 
	PART 17	 
	INTERESTS OF DIRECTORS AND OFFICERS	 
	 	 
	17.1           Obligation to Account for Profits	25
	17.2           Restrictions on Voting by Reason of
    Interest	25
	17.3           Interested Director Counted in Quorum	26
	17.4           Disclosure of Conflict of Interest
    or Property	26
	17.5           Director Holding Other Office in the
    Company	26
	17.6           No Disqualification	26
	17.7           Professional Services by Director or
    Officer	26
	17.8           Director or Officer in Other Corporations	26


 


PART
18


PROCEEDINGS
OF DIRECTORS


 




	18.1           Meetings
    of Directors	26
	18.2          
    Voting at Meetings	27
	18.3          
    Chair of Meetings	27
	18.4          
    Meetings by Telephone or Other Communications Medium	27



 






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	18.5           Calling of Meetings	27
	18.6           Notice of Meetings	28
	18.7           When Notice Not Required	28
	18.8           Meeting Valid Despite Failure to Give
    Notice	28
	18.9           Waiver of Notice of Meetings	28
	18.10         Quorum	28
	18.11         Validity of Acts Where Appointment Defective	28
	18.12         Consent Resolutions in Writing	29
	 	 
	PART 19	 
	EXECUTIVE AND OTHER COMMITTEES	 
	 	 
	19.1           Appointment and Powers of Executive
    Committee	29
	19.2           Appointment and Powers of Other Committees	29
	19.3           Obligations of Committees	30
	19.4           Powers of Board	30
	19.5           Committee Meetings	30
	 	 
	PART 20	 
	OFFICERS	 
	 	 
	20.1           Directors May Appoint Officers	30
	20.2           Functions, Duties and Powers of Officers	30
	20.3           Qualifications	30
	20.4           Remuneration and Terms of Appointment	30
	 	 
	PART 21	 
	INDEMNIFICATION	 
	 	 
	21.1           Definitions	31
	21.2           Mandatory Indemnification of Directors	31
	21.3           Permitted Indemnification	31
	21.4           Non-Compliance with Business Corporations
    Act	31
	21.5           Company May Purchase Insurance	31
	 	 
	PART 22	 
	DIVIDENDS	 
	 	 
	22.1           Payment of Dividends Subject to Special
    Rights	32
	22.2           Declaration of Dividends	32
	22.3           No Notice Required	32
	22.4           Record Date	32
	22.5           Manner of Paying Dividend	32
	22.6           Settlement of Difficulties	33
	22.7           When Dividend Payable	33
	22.8           Dividends to be Paid in Accordance
    with Number of Shares	33
	22.9           Receipt by Joint Shareholders	33
	22.10         Dividend Bears No Interest	33
	22.11         Fractional Dividends	33
	22.12         Payment of Dividends	33
	22.13         Capitalization of Retained Earnings or Surplus	33



 






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	PART 23	 
	ACCOUNTING RECORDS AND AUDITOR	 
	 	 
	23.1           Recording of Financial Affairs	34
	23.2           Inspection of Accounting Records	34
	23.3           Remuneration of Auditor	34
	 	 
	PART 24	 
	NOTICES	 
	 	 
	24.1           Method of Giving Notice	34
	24.2           Deemed Receipt	35
	24.3           Certificate of Sending	35
	24.4           Notice to Joint Shareholders	35
	24.5           Notice to Legal Personal Representatives
    and Trustees	36
	24.6           Undelivered Notices	36
	 	 
	PART 25	 
	SEAL	 
	 	 
	25.1           Who May Attest Seal	36
	25.2           Sealing Copies	36
	25.3           Mechanical Reproduction of Seal	36
	 	 
	PART 26	 
	PROHIBITIONS	 
	 	 
	26.1           Definitions	37
	26.2           Application	37
	26.3           Consent Required for Transfer of Shares
    or Transfer Restricted Securities	37





 






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Incorporation Number
BC1141274


 


ARTICLES


 


HUT 8 MINING
CORP.


 


(the "Company")


 


PART
1

INTERPRETATION


 


		1.1	Definitions



 


In these Articles, unless the context
otherwise requires:


 


		(1)	"appropriate person",
                                            has the meaning assigned in the Securities Transfer Act;



 


		(2)	"board of directors", "directors" and
                                            "board" mean the directors or sole director of the Company for the time
                                            being;



 


		(3)	"Business Corporations Act" means the Business
                                            Corporations Act (British Columbia) from time to time in force and all amendments thereto
                                            and includes all regulations and amendments thereto made pursuant to that Act;



 


		(4)	"Interpretation Act"
                                            means the Interpretation Act (British Columbia) from time to time in force and all
                                            amendments thereto and includes all regulations and amendments thereto made pursuant to that
                                            Act;




 


		(5)	"legal personal representative" means the personal or
                                            other legal representative of a shareholder;



 


		(6)	"protected purchaser"
                                            has the meaning assigned in the Securities Transfer Act;



 


		(7)	"registered address" of a shareholder means the shareholder's
                                            address as recorded in the central securities register;



 


		(8)	"seal" means
                                            the seal of the Company, if any;



 


		(9)	"Securities Act" means the Securities Act
                                            (British Columbia) from time to time in force and all amendments thereto and includes all
                                            regulations and amendments thereto made pursuant to that Act;



 


		(10)	"securities legislation"
                                            means statutes concerning the regulation of securities markets and trading in securities
                                            and the regulations, rules, forms and schedules under those statutes, all as amended from
                                            time to time, and the blanket rulings and orders, as amended from time to time, issued by
                                            the securities commissions or similar regulatory authorities appointed under or pursuant
                                            to those statutes; "Canadian securities legislation" means the securities
                                            legislation in any province or territory of Canada and includes the Securities Act;
                                            and "U.S. securities legislation" means the securities legislation in the
                                            federal jurisdiction of the United States and in any state of the United States and includes
                                            the Securities Act of 1933 and the Securities Exchange Act of 1934;



 






     


     


    

 


		(11)	"Securities Transfer Act"
                                            means the Securities Transfer Act (British Columbia) from time to time in force and
                                            all amendments thereto and includes all regulations and amendments thereto made pursuant
                                            to that Act.



 


		1.2	Business Corporations
                                            Act and Interpretation Act Definitions Applicable



 


The definitions in
the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary
changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there
is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act
relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use
of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act,
the Business Corporations Act will prevail.


 


PART
2


SHARES AND
SHARE CERTIFICATES


 


		2.1	Authorized Share
                                            Structure



 


The authorized share
structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.


 


		2.2	Form of Share Certificate



 


Each share certificate
issued by the Company must comply with, and be signed as required by, the Business Corporations Act.


 


		2.3	Shareholder Entitled
                                            to Certificate or Acknowledgment



 


Unless the shares
of which the shareholder is the registered owner are uncertificated shares within the meaning of the Business Corporations Act,
each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares
registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share
certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share
certificate or acknowledgment and delivery of a share certificate or an acknowledgment to one of several joint shareholders or to a duly
authorized agent of one of the joint shareholders will be sufficient delivery to all.


 


		2.4	Delivery by Mail



 


Any share certificate or non-transferable
written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's
registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder
because the share certificate or acknowledgement is lost in the mail or stolen.


 






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		2.5	Replacement of
                                            Worn Out or Defaced Certificate or Acknowledgement



 


If the directors
are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate
is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such
other terms, if any, as they think fit:


 


		(1)	order the share certificate
                                            or acknowledgment, as the case may be, to be cancelled; and



 


		(2)	issue a replacement share
                                            certificate or acknowledgment, as the case may be.



 


		2.6	Replacement of
                                            Lost, Destroyed or Wrongfully Taken Certificate



 


If a person entitled
to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a new share
certificate, if that person:


 


		(1)	so requests before the Company has notice that the share certificate has
                                            been acquired by a protected purchaser;



 


		(2)	provides the Company with
                                            an indemnity bond sufficient in the Company's judgement to protect the Company from any loss
                                            that the Company may suffer by issuing a new certificate; and



 


		(3)	satisfies any other reasonable
                                            requirements imposed by the directors.



 


A person entitled
to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost,
apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that
person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of
the loss, apparent destruction or wrongful taking of the share certificate.


 


		2.7	Recovery of New
                                            Share Certificate



 


If, after the issue of a new share
certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of
transfer, then in addition to any rights under any indemnity bond, the Company may recover the new share certificate from a person to
whom it was issued or any person taking under that person other than a protected purchaser.


 


		2.8	Splitting Share
                                            Certificates



 


If a shareholder
surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share
certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as represented
by the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates
in accordance with that request.


 






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		2.9	Certificate Fee



 


There must be paid
to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any and which must not
exceed the amount prescribed under the Business Corporations Act, determined by the directors.


 


		2.10	Recognition of
                                            Trusts



 


Except as required
by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company
is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest
in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent
jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.


 


PART
3


ISSUE OF SHARES


 


		3.1	Directors Authorized



 


Subject to the Business
Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise
dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner,
on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors
may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.


 


		3.2	Commissions and
                                            Discounts



 


The Company may at
any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing
to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the
Company.


 


		3.3	Brokerage



 


The Company may
pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.


 


		3.4	Conditions of Issue



 


Except as provided for by the Business
Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:


 


		(1)	consideration is provided
                                            to the Company for the issue of the share by one or more of the following:



 






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(a)              
 past services performed for the Company;


 


(b)              
property;


 


(c)               money;
and


 


		(2)	the value of the consideration
                                            received by the Company equals or exceeds the issue price set for the share under Article
                                            3.1.



 


		3.5	Share Purchase
                                            Warrants and Rights



 


Subject to the Business Corporations
Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine,
which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares
or any other securities issued or created by the Company from time to time.


 


PART
4

SHARE REGISTERS


 


		4.1	Central Securities
                                            Register



 


As required by and subject to the Business
Corporations Act, the Company must maintain a central securities register. The directors may, subject to the Business Corporations
Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the
agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case
may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors
may terminate such appointment of any agent at any time and may appoint another agent in its place.


 


		4.2	Closing Register



 


The Company must not at any time close
its central securities register.


 


PART
5


SHARE TRANSFERS


 


		5.1	Registering Transfers



 


The Company must register a transfer
of a share of the Company if either:


 


		(1)	the Company or the transfer agent or registrar for the class or series
                                            of share to be transferred has received:



 


		(a)	in the case where the
                                            Company has issued a share certificate in respect of the share to be transferred, that share
                                            certificate and a written instrument of transfer (which may be on a separate document or
                                            endorsed on the share certificate) made by the shareholder or other appropriate person or
                                            by an agent who has actual authority to act on behalf of that person;



 


		(b)	in the case of a share that is not represented by a share certificate
                                            (including an uncertificated share within the meaning of the Business Corporations Act
                                            and including the case where the Company has issued a non-transferable written acknowledgement
                                            of the shareholder's right to obtain a share certificate in respect of the share to be transferred),
                                            a written instrument of transfer, made by the shareholder or other appropriate person or
                                            by an agent who has actual authority to act on behalf of that person; and



 






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		(c)	such other evidence, if
                                            any, as the Company or the transfer agent or registrar for the class or series of share to
                                            be transferred may require to prove the title of the transferor or the transferor's right
                                            to transfer the share, that the written instrument of transfer is genuine and authorized
                                            and that the transfer is rightful or to a protected purchaser; or



 


		(2)	all the preconditions for a transfer of a share under the Securities
                                            Transfer Act have been met and the Company is required under the Securities Transfer
                                            Act to register the transfer.



 


		5.2	Waivers of Requirements
                                            for Transfer



 


The Company may waive any of the requirements
set out in Article 5.1(1) and any of the preconditions referred to in Article 5.1(2).


 


		5.3	Form of Instrument
                                            of Transfer



 


The instrument of transfer in respect
of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form
that may be approved by the Company or the transfer agent for the class or series of shares to be transferred.


 


		5.4	Transferor Remains
                                            Shareholder



 


Except to the extent that the Business
Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the
transferee is entered in a securities register of the Company in respect of the transfer.


 


		5.5	Signing of Instrument
                                            of Transfer



 


If a shareholder or other appropriate
person or an agent who has actual authority to act on behalf of that person, signs an instrument of transfer in respect of shares registered
in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and
its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other
manner, or, if no number is specified but share certificates are deposited with the instrument of transfer, all the shares represented
by such share certificates:


 


		(1)	in the name of the person
                                            named as transferee in that instrument of transfer; or



 


		(2)	if no person is named as
                                            transferee in that instrument of transfer, in the name of the person on whose behalf the
                                            instrument is deposited for the purpose of having the transfer registered.



 






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		5.6	Enquiry as to Title
                                            Not Required



 


Neither the Company
nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer
as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is
deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder
or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares
or of any written acknowledgment of a right to obtain a share certificate for such shares.


 


		5.7	Transfer Fee



 


There must be
paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.


 


PART
6


TRANSMISSION
OF SHARES


 


		6.1	Legal Personal
                                            Representative Recognized on Death



 


In the case of the
death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder's
name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as
having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative of a shareholder,
the directors may require the original grant of probate or letters of administration or a court certified copy of them or the original
or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death
under which title to the shares or securities is claimed to vest.


 


		6.2	Rights of Legal
                                            Personal Representative



 


The legal personal representative of
a shareholder has the rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer
the shares in accordance with these Articles, if appropriate evidence of appointment or incumbency within the meaning of the Securities
Transfer Act has been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with
respect to shares registered in the shareholder's name and the name of another person in joint tenancy.


 


PART
7


ACQUISITION
OF COMPANY'S SHARES


 


		7.1	Company Authorized
                                            to Purchase or Otherwise Acquire Shares



 


Subject to Article 7.2, the special
rights or restrictions attached to the shares of any class or series of shares and the Business Corporations Act, the Company
may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the
directors.


 






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		7.2	No Purchase,
                                            Redemption or Other Acquisition When Insolvent



 


The Company must not make a payment
or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing
that:


 


		(1)	the Company is insolvent;
                                            or



 


		(2)	making the payment or providing
                                            the consideration would render the Company insolvent.



 


		7.3	Sale and Voting
                                            of Purchased, Redeemed or Otherwise Acquired Shares



 


If the Company retains a share redeemed,
purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by
the Company, it:


 


		(1)	is not entitled to vote the
                                            share at a meeting of its shareholders;



 


		(2)	must not pay a dividend in
                                            respect of the share; and



 


		(3)	must not make any other distribution
                                            in respect of the share.



 


PART
8


BORROWING
POWERS


 


		8.1	Borrowing Powers



 


The Company, if authorized by the directors,
may:


 


		(1)	borrow money in the manner
                                            and amount, on the security, from the sources and on the terms and conditions that the directors
                                            consider appropriate;



 


		(2)	issue bonds, debentures and
                                            other debt obligations either outright or as security for any liability or obligation of
                                            the Company or any other person and at such discounts or premiums and on such other terms
                                            as the directors consider appropriate;



 



		(3)	guarantee the repayment of money by any other person or the performance
                                            of any obligation of any other person; and



 


		(4)	mortgage, charge, whether by way of specific or floating charge, grant
                                            a security interest in, or give other security on, the whole or any part of the present and
                                            future assets and undertaking of the Company.



 


PART
9


ALTERATIONS


 


		9.1	Alteration of Authorized
                                            Share Structure



 


Subject to Article 9.2 and the Business
Corporations Act, the Company may by directors' resolution or ordinary resolution, unless an alteration to the Company's Notice of
Articles would be required, in which case by ordinary resolution:


 






    -8-


     


    

 





		(1)	create one or more classes
                                            or series of shares or, if none of the shares of a class or series of shares are allotted
                                            or issued, eliminate that class or series of shares;



 


		(2)	increase, reduce or eliminate
                                            the maximum number of shares that the Company is authorized to issue out of any class or
                                            series of shares or establish a maximum number of shares that the Company is authorized to
                                            issue out of any class or series of shares for which no maximum is established;



 


		(3)	subdivide or consolidate
                                            all or any of its unissued, or fully paid issued, shares;



 


		(4)	if the Company is authorized
                                            to issue shares of a class of shares with par value:



 


		(a)	decrease the par value
                                            of those shares; or



 


		(b)	if none of the shares
                                            of that class of shares are allotted or issued, increase the par value of those shares;






 


		(5)	change all or any of its unissued, or fully paid issued, shares with par
                                            value into shares without par value or any of its unissued shares without par value into
                                            shares with par value;



 


		(6)	alter the identifying name
                                            of any of its shares; or



 


		(7)	otherwise alter its shares or authorized share structure when required
                                            or permitted to do so by the Business Corporations Act;



 


and, if applicable, alter its Notice of Articles
and, if applicable, its Articles, accordingly.


 


		9.2	Special Rights
                                            or Restrictions



 


Subject to the Business Corporations
Act, the Company may by ordinary resolution:


 


		(1)	create special rights or
                                            restrictions for, and attach those special rights or restrictions to, the shares of any class
                                            or series of shares, whether or not any or all of those shares have been issued; or



 


		(2)	vary or delete any special
                                            rights or restrictions attached to the shares of any class or series of shares, whether or
                                            not any or all of those shares have been issued;



 


and
alter its Articles and Notice of Articles accordingly.


 


		9.3	Change of Name



 


The Company may by directors' resolution
or ordinary resolution authorize an alteration to its Notice of Articles in order to change its name.


 


		9.4	Other Alterations



 


If the Business Corporations Act
does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary
resolution alter these Articles.


 






    -9-


     


    

 


PART
10


MEETINGS OF
SHAREHOLDERS


 


		10.1	Annual General
                                            Meetings



 


Unless an annual general meeting is
deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within
18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at
least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined
by the directors.


 


		10.2	Resolution Instead
                                            of Annual General Meeting



 


If all the shareholders who are entitled
to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that
annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders
must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be
appropriate for the holding of the applicable annual general meeting.


 


		10.3	Calling of Meetings
                                            of Shareholders



 


The directors
may, at any time, call a meeting of shareholders, to be held at such time and at such place, either in or outside British Columbia, as
may be determined by the directors.


 


		10.4	Notice for Meetings
                                            of Shareholders



 


The Company must
send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention
to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider
approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of
a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may
be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled
to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following
number of days before the meeting:


 


		(1)	if and for so long as the
                                            Company is a public company, 21 days;



 


		(2)	otherwise, 10 days.



 






    -10-


     


    

 



 


10.5         
Record Date for Notice


 


The directors may set a date as the
record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede
the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders
under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting
is held by fewer than:


 





(1)           
 if and for so long as the Company is a public company, 21 days;


 


(2)            otherwise,
10 days.


 


If no record date is set, the record
date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of
the meeting.


 


10.6        
Record Date for Voting


 


The directors may set a date as the
record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede
the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders
under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day
immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.


 


10.7        
Failure to Give Notice and Waiver of Notice


 


The accidental omission to send notice
of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any
proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement
or agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice
of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.


 


10.8        
Notice of Special Business at Meetings of Shareholders


 


If a meeting of shareholders is to
consider special business within the meaning of Article 11.1, the notice of meeting must:


 


		(1)	state the general nature
                                            of the special business; and



 


		(2)	if the special business includes considering, approving, ratifying, adopting
                                            or authorizing any document or the signing of or giving of effect to any document, have attached
                                            to it a copy of the document or state that a copy of the document will be available for inspection
                                            by shareholders:



 


(a)       at
the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and


 


(b)       during
statutory business hours on any one or more specified days before the day set for the holding of the meeting.


 






    - 11 -


    


    

 


10.9        
Notice of Dissent Rights


 


The Company must send to each of its
shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling
shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send
a notice of dissent together with a copy of the proposed resolution at least the following number of days before the meeting:








 


(1)            if
and for so long as the Company is a public company, 21 days;


 


(2)            otherwise,
10 days.


 


PART
11

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS


 


11.1        
Special Business


 


At a meeting of shareholders, the following
business is special business:


 


		(1)	at a meeting of shareholders
                                            that is not an annual general meeting, all business is special business except business relating
                                            to the conduct of or voting at the meeting;



 


		(2)	at an annual general meeting,
                                            all business is special business except for the following:



 


(a)       business
relating to the conduct of or voting at the meeting;


 


(b)      consideration
of any financial statements of the Company presented to the meeting;


 


(c)      
consideration of any reports of the directors or auditor;


 


(d)      
the setting or changing of the number of directors;


 


(e)      
the election or appointment of directors;


 


(f)       
the appointment of an auditor;


 


(g)      
the setting of the remuneration of an auditor;


 


(h)      
business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;


 


		(i)	any other business which,
                                            under these Articles or the Business Corporations Act, may be transacted at a meeting
                                            of shareholders without prior notice of the business being given to the shareholders.



 


11.2       
Special Majority


 


The majority of votes required for
the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.


 


11.3        
Quorum


 


Subject to the special rights or restrictions
attached to the shares of any class or series of shares and to Article 11.4, the quorum for the transaction of business at a meeting
of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued
shares entitled to be voted at the meeting.


 






    - 12 -


    


    

 


11.4        
One Shareholder May Constitute Quorum


 


If there is only one shareholder entitled
to vote at a meeting of shareholders:


 





(1)            the
quorum is one person who is, or who represents by proxy, that shareholder, and


 


(2)            that
shareholder, present in person or by proxy, may constitute the meeting.


 


11.5       
Persons Entitled to Attend Meeting


 


In addition to those persons who are
entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president
(if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company, any persons
invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Business
Corporations Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person
is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled
to vote at the meeting.


 


11.6        
Requirement of Quorum


 


No business, other than the election
of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders
entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.


 


11.7        
Lack of Quorum


 


If, within one-half hour from the time
set for the holding of a meeting of shareholders, a quorum is not present:


 


(1)            in
the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and


 


(2)           
in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same
time and place.


 


11.8        
Lack of Quorum at Succeeding Meeting


 


If, at the meeting
to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for
the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend
and vote at the meeting constitute a quorum.


 


11.9        
Chair


 


The following individual is entitled
to preside as chair at a meeting of shareholders:


 


(1)           
the chair of the board, if any; or


 


(2)           
if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.


 






    - 13 -


    


    

 


11.10     
Selection of Alternate Chair


 


If, at any meeting of shareholders,
there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair
of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised
the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must
choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose
or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person
present at the meeting to chair the meeting.


 


11.11     
Adjournments


 


The chair of a meeting
of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business
may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.


 


11.12     
Notice of Adjourned Meeting


 


It is not necessary
to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders
except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original
meeting.


 


11.13     
Decisions by Show of Hands or Poll


 


Subject to the Business
Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before
or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to
vote who is present in person or by proxy.


 


11.14     
Declaration of Result


 


The chair of a meeting
of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the
poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution
is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive
evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.


 


11.15     
Motion Need Not be Seconded


 


No motion proposed
at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders
is entitled to propose or second a motion.


 


11.16     
Casting Vote


 


In the case of an
equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting
vote in addition to the vote or votes to which the chair may be entitled as a shareholder.


 






    - 14 -


    


    

 





11.17      
 Manner of Taking Poll


 


Subject to Article 11.18, if a poll
is duly demanded at a meeting of shareholders:


 


(1)           the
poll must be taken:


 


(a)       at
the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and


 


(b)       in
the manner, at the time and at the place that the chair of the meeting directs;


 


(2)           the
result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and


 


(3)           the
demand for the poll may be withdrawn by the person who demanded it.


 


11.18      
Demand for Poll on Adjournment


 


A poll demanded at a meeting of shareholders
on a question of adjournment must be taken immediately at the meeting.


 


11.19      
Chair Must Resolve Dispute


 


In the case of any
dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination
made in good faith is final and conclusive.


 


11.20      
Casting of Votes


 


On a poll, a shareholder entitled to
more than one vote need not cast all the votes in the same way.


 


11.21      
No Demand for Poll on Election of Chair


 


No poll may be demanded in respect
of the vote by which a chair of a meeting of shareholders is elected.


 


11.22      
Demand for Poll Not to Prevent Continuance of Meeting


 


The demand for a poll at a meeting
of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of the meeting for the transaction
of any business other than the question on which a poll has been demanded.


 


11.23      
Retention of Ballots and Proxies


 


The Company must,
for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and,
during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote
at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.


 






    - 15 -


    


    

 





PART
12

VOTES OF SHAREHOLDERS


 


12.1        
Number of Votes by Shareholder or by Shares


 


Subject to any special rights or restrictions
attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:


 


(1)            on
a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and


 


(2)           
on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on
the matter and held by that shareholder and may exercise that vote either in person or by proxy.


 


12.2        
Votes of Persons in Representative Capacity


 


A person who is not
a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at
the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal
representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.


 


12.3        
Votes by Joint Holders


 


If there are joint shareholders registered
in respect of any share:


 


(1)           any
one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint
shareholder were solely entitled to it; or


 


(2)           if
more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of
them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities
register in respect of the share will be counted.


 


12.4        
Legal Personal Representatives as Joint Shareholders


 


Two or more legal personal representatives
of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered
in respect of that share.


 


12.5        
Representative of a Corporate Shareholder


 


If a corporation that is not a subsidiary
of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of
the Company, and:


 


(1)            
for that purpose, the instrument appointing a representative must be received:


 


	 	(a)	at the registered office
                                            of the Company or at any other place specified, in the notice calling the meeting, for the
                                            receipt of proxies, at least the number of business days specified in the notice for
                                            the receipt of proxies, or if no number of days is specified, two business days before the
                                            day set for the holding of the meeting or any adjourned meeting; or



 








		(b)	at the meeting or any adjourned
                                            meeting, by the chair of the meeting or adjourned meeting or by a person designated by the
                                            chair of the meeting or adjourned meeting;



 






    - 16 -


    


    

 


(2)            if
a representative is appointed under this Article 12.5:


 


		(a)	the representative is entitled
                                            to exercise in respect of and at that meeting the same rights on behalf of the corporation
                                            that the representative represents as that corporation could exercise if it were a shareholder
                                            who is an individual, including, without limitation, the right to appoint a proxy holder;
                                            and



 


		(b)	the representative, if present
                                            at the meeting, is to be counted for the purpose of forming a quorum and is deemed
                                            to be a shareholder present in person at the meeting.



 


Evidence of the appointment of any
such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.


 


12.6        
When Proxy Holder Need Not Be Shareholder


 


A person must not be appointed as a
proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:


 


		(1)	the person appointing the proxy holder is a corporation or a representative
                                            of a corporation appointed under Article 12.5;



 


(2)          
the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the
meeting;


 


	(3)	the shareholders present in person or by proxy at and
                                            entitled to vote at the meeting for which the proxy holder is to be appointed, by a
                                            resolution on which the proxy holder is not entitled to vote but in respect of which the
                                            proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at
                                            the meeting; or



 


(4)          
the Company is a public company.


 


12.7       
When Proxy Provisions Do Not Apply to the Company


 


If and for so long as the Company is
a public company, Articles 12.8 to 12.16 apply only insofar as they are not inconsistent with any Canadian securities legislation applicable
to the Company, any U.S. securities legislation applicable to the Company or any rules of an exchange on which securities of the Company
are listed.


 


12.8       
Appointment of Proxy Holders


 


Every shareholder of the Company, including
a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy,
appoint one or more proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the
proxy.


 






    - 17 -


    


    

 





12.9          
 Alternate Proxy Holders


 


A shareholder may appoint one or more
alternate proxy holders to act in the place of an absent proxy holder.


 


12.10       
Deposit of Proxy


 


A proxy for a meeting of shareholders
must:


 


		(1)	be received at the registered
                                            office of the Company or at any other place specified, in the notice calling the meeting,
                                            for the receipt of proxies, at least the number of business days specified in the notice,
                                            or if no number of days is specified, two business days before the day set for the holding
                                            of the meeting or any adjourned meeting; or



 


		(2)	unless the notice provides otherwise, be received, at the meeting or any
                                            adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated
                                            by the chair of the meeting or adjourned meeting.



 


A proxy may be sent to the Company
by written instrument, fax or any other method of transmitting legibly recorded messages.


 


12.11       
Validity of Proxy Vote


 


A vote given in accordance with the
terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the
proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation
is received:


 


		(1)	at the registered office of the Company, at any time up to and including
                                            the last business day before the day set for the holding of the meeting or any adjourned
                                            meeting at which the proxy is to be used; or



 


		(2)	at the meeting or any adjourned meeting, by the chair of the meeting or
                                            adjourned meeting, before any vote in respect of which the proxy has been given has been
                                            taken.



 


12.12     
Form of Proxy


 


A proxy, whether for a specified meeting
or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:


 


[name of company]


 


(the "Company")


 


The
undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned
to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day,
year] and at any adjournment of that meeting.


 






    - 18 -


    


    

 


Number of shares in respect of which
this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned):


 





		Signed
                                            [month, day, year] [Signature of shareholder] [Name of shareholder - printed]



 


12.13     
Revocation of Proxy


 


Subject to Article 12.14, every proxy
may be revoked by an instrument in writing that is received:


 


		(1)	at the registered office of
                                            the Company at any time up to and including the last business day before the day set for
                                            the holding of the meeting or any adjourned meeting at which the proxy is to be used; or



 


		(2)	at the meeting or any adjourned
                                            meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of
                                            which the proxy has been given has been taken.



 


12.14    
Revocation of Proxy Must Be Signed


 


An instrument referred to in Article
12.13 must be signed as follows:


 


		(1)	if the shareholder for whom the proxy holder is appointed is an individual,
                                            the instrument must be signed by the shareholder or his or her legal personal representative
                                            or trustee in bankruptcy;



 


		(2)	if the shareholder for whom the proxy holder is appointed is a corporation,
                                            the instrument must be signed by the corporation or by a representative appointed for the
                                            corporation under Article 12.5.



 


12.15     
Chair May Determine Validity of Proxy.


 


The chair of any meeting of shareholders
may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Part
12 as to form, execution, accompanying documentation, time of filing or otherwise, shall be valid for use at the meeting, and any such
determination made in good faith shall be final, conclusive and binding upon the meeting.


 


12.16     
Production of Evidence of Authority to Vote


 


The chair of any meeting of shareholders
may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production
of evidence as to the existence of the authority to vote.


 


PART
13

DIRECTORS


 


13.1       
First Directors; Number of Directors


 


The first directors are the persons
designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business
Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:


 


(1)          
subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;


 






    - 19 -


    


    

 





(2)           if
the Company is a public company, the greater of three and the most recently set of:


 


(a)      
the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and


 


(b)       the
number of directors set under Article 14.4;


 


(3)          
if the Company is not a public company, the most recently set of:


 


(a)        the
number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and


 


(b)       the
number of directors set under Article 14.4.


 


13.2       
Change in Number of Directors


 


If the number of directors is set under
Articles 13.1(2)(a) or 13.1(3)(a):


 


		(1)	the shareholders may elect
                                            or appoint the directors needed to fill any vacancies in the board of directors up to that
                                            number;



 


		(2)	if the shareholders do not
                                            elect or appoint the directors needed to fill any vacancies in the board of directors
                                            up to that number contemporaneously with the setting of that number, then the
                                            directors, subject to Article 14.8, may appoint, or the shareholders may elect or appoint,
                                            directors to fill those vacancies.





 


13.3       
Directors' Acts Valid Despite Vacancy


 


An act or proceeding of the directors
is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.


 


13.4       
Qualifications of Directors


 


A director is not required to hold
a share of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act
to become, act or continue to act as a director.


 


13.5      
Remuneration of Directors


 


The directors are entitled to the remuneration
for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the
directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid
to any officer or employee of the Company as such, who is also a director.


 


13.6       
Reimbursement of Expenses of Directors


 


The Company must reimburse each director
for the reasonable expenses that he or she may incur in and about the business of the Company.


 






    - 20 -


    


    

 





13.7       
 Special Remuneration for Directors


 


If any director performs any professional
or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director
is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at
the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for,
any other remuneration that he or she may be entitled to receive.


 


13.8       
Gratuity, Pension or Allowance on Retirement of Director


 


Unless otherwise
determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to
any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make
contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.


 


PART
14

ELECTION AND REMOVAL OF DIRECTORS


 


14.1       
Election at Annual General Meeting


 


At every annual general meeting and
in every unanimous resolution contemplated by Article 10.2:


 


		(1)	the shareholders entitled
                                            to vote at the annual general meeting for the election of directors must elect, or in the
                                            unanimous resolution appoint, a board of directors consisting of the number of directors
                                            for the time being set under these Articles; and



 


		(2)	all the directors cease to hold office immediately before the election
                                            or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.



 


14.2       
Consent to be a Director


 


No election, appointment or designation
of an individual as a director is valid unless:


 


		(1)	that individual consents
                                            to be a director in the manner provided for in the Business Corporations Act;



 


		(2)	that individual is elected
                                            or appointed at a meeting at which the individual is present and the individual does not
                                            refuse, at the meeting, to be a director; or



 


		(3)	with respect to first directors, the designation is otherwise valid under
                                            the Business Corporations Act.



 


14.3       
Failure to Elect or Appoint Directors


 


If:


 


		(1)	the Company fails to hold
                                            an annual general meeting, and all the shareholders who are entitled to vote at an
                                            annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2,
                                            on or before the date by which the annual general meeting is required to be held under the
                                            Business Corporations Act; or



 









    - 21 -


    


    




 



 


	(2)	the shareholders fail, at the annual general meeting
                                            or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;



 


then each director then in office continues
to hold office until the earlier of:


 


		(3)	when his or her successor
                                            is elected or appointed; and



 


		(4)	when he or she otherwise ceases to hold office under the Business Corporations
                                            Act or these Articles.



 


	14.4	Places of Retiring Directors Not Filled




 


If, at any meeting of shareholders
at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those
retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to
do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors
are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result
in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors
of the Company is deemed to be set at the number of directors actually elected or continued in office.


 


	14.5	Directors May Fill Casual Vacancies




 


Any casual vacancy occurring in the
board of directors may be filled by the directors.


 


	14.6	Remaining Directors' Power to Act




 


The directors may act notwithstanding
any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles
as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting
of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act,
for any other purpose.


 


	14.7	Shareholders May Fill Vacancies




 


If the Company has no directors or
fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint
directors to fill any vacancies on the board of directors.


 


	14.8	Additional Directors




 


Notwithstanding Articles 13.1 and 13.2,
between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional
directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:


 






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	(1) 	one-third of the number of first directors, if, at the time of the appointments, one or more of the first
  directors have not yet completed their first term of office; or




 


	(2) 	in any other case, one-third of the number of the current directors who were elected
  or appointed as directors other than under this Article 14.8.




 


Any director so appointed ceases to
hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or
reappointment.


 


	14.9	Ceasing to be a Director




 


A director ceases to be a director
when:


 


	(1) 	the term of office of the director expires;




 


	(2)	the director dies;




 


	(3)	the director resigns as a director by notice in writing provided to the Company
  or a lawyer for the Company; or




 


	(4)	the director is removed from office pursuant to Articles 14.10 or 14.11.




 


	14.10	Removal of Director by Shareholders




 


The Company may remove any director
before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary
resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy
contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution,
a director to fill that vacancy.


 


	14.11 	Removal of Director by Directors




 


The directors may remove any director
before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to
be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting
vacancy.


 


PART
15

ALTERNATE DIRECTORS


 


	15.1	Appointment of Alternate Director




 


Any director (an "appointor")
may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director
to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor
is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of
such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the
notice of appointment is received by the Company.


 






    -23-


     


    

 


	15.2	Notice of Meetings




 


Every
alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or
her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.


 


	15.3	Alternate for More Than One Director Attending Meetings




 


A
person may be appointed as an alternate director by more than one director, and an alternate director:


 


	(1)	will be counted in determining the quorum for a meeting of directors once for each of his or her
                                 appointors and, in the case of an appointee who is also a director, once more in that capacity;



 


	(2)	has a separate vote at a meeting of directors for each of his or her appointors and, in the
  case of an appointee who is also a director, an additional vote in that capacity;




 


	(3) 	will be counted in determining the quorum for a meeting of a committee of directors once for each of
  his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as
  a director, once more in that capacity;




 


		(4)	has a separate vote at a meeting of a committee of directors for each
                                            of his or her appointors who is a member of that committee and, in the case of an appointee
                                            who is also a member of that committee as a director, an additional vote in that capacity.



 


	15.4	Consent Resolutions




 


Every
alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be
consented to in writing.


 


	15.5	Alternate Director Not an Agent




 


Every
alternate director is deemed not to be the agent of his or her appointor.


 


	15.6	Revocation of Appointment of Alternate Director




 


An
appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by
him or her.


 


	15.7	Ceasing to be an Alternate Director




 


The
appointment of an alternate director ceases when:


 


		(1)	his or her appointor ceases to be a director and is not promptly re-elected
                                            or reappointed;



 


		(2)	the alternate director dies;



 


		(3)	the alternate director resigns
                                            as an alternate director by notice in writing provided to the Company or a lawyer for the
                                            Company;



 






    -24-


     


    

 


		(4)	the alternate director ceases
                                            to be qualified to act as a director; or



 


		(5)	his or her appointor revokes
                                            the appointment of the alternate director.



 


	15.8	Remuneration and Expenses of Alternate Director




 


The
Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director,
and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to
the appointor as the appointor may from time to time direct.


 


PART 16


POWERS AND
DUTIES OF DIRECTORS


 


	16.1	Powers of Management




 


The
directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business
and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations
Act or by these Articles, required to be exercised by the shareholders of the Company.


 


	16.2	Appointment of Attorney of Company




 


The
directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be
the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable
by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change
the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and
to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit.
Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the
directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions
for the time being vested in him or her.


 


PART
17

INTERESTS OF DIRECTORS AND OFFICERS


 


	17.1 	Obligation to Account for Profits




 


A
director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract
or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues
to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business
Corporations Act.


 


	17.2	Restrictions on Voting by Reason of Interest




 


A
director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not
entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest
in that contract or transaction, in which case any or all of those directors may vote on such resolution.


 






    -25-


     


    

 


	17.3	Interested Director Counted in Quorum




 


A
director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who
is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at
the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.


 


	17.4	Disclosure of Conflict of Interest or Property




 


A
director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly,
in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer,
must disclose the nature and extent of the conflict as required by the Business Corporations Act.


 


	17.5	Director Holding Other Office in the Company




 


A
director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his
or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.


 


	17.6 	No Disqualification




 


No
director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding
of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction
entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.


 


	17.7	Professional Services by Director or Officer




 


Subject
to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act
in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled
to remuneration for professional services as if that director or officer were not a director or officer.


 


	17.8 	Director or Officer in Other Corporations




 


A
director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company
may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not
accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from
his or her interest in, such other person.


 


PART
18

PROCEEDINGS OF DIRECTORS


 


	18.1	Meetings of Directors




 


The
directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and
meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors
may from time to time determine.


 






    -26-


     


    

 


	18.2	Voting at Meetings




 


Questions
arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the
meeting does not have a second or casting vote.


 


	18.3	Chair of Meetings




 


The
following individual is entitled to preside as chair at a meeting of directors:


 


		(1)	the chair of the board, if
                                            any;



 


		(2)	in the absence of the chair of the board, the president, if any, if the
                                            president is a director; or



 


		(3)	any other director chosen
                                            by the directors if:



 


		(a)	neither the chair of the
                                            board nor the president, if a director, is present at the meeting
                                            within 15 minutes after the time set for holding the meeting;



 


		(b)	neither the chair of
                                            the board nor the president, if a director, is willing to chair the meeting; or



 


		(c)	the chair of the board
                                            and the president, if a director, have advised the secretary, if any, or any other director,
                                            that they will not be present at the meeting.



 


	18.4 	Meetings by Telephone or Other Communications Medium




 


A
director may participate in a meeting of the directors or of any committee of the directors:


 


		(1)	in person;



 


		(2)	by telephone; or



 


		(3)	with the consent of all directors who wish to participate in the meeting,
                                            by other communications medium;



 


if
all directors participating in the meeting, whether in person, or by telephone or other communications medium, are able to communicate
with each other. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of
the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.


 


	18.5	Calling of Meetings




 


A
director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of
the directors at any time.


 






    -27-


     


    

 


	18.6	Notice of Meetings




 


Other
than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1 or as provided in Article 18.7, reasonable
notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and
the alternate directors by any method set out in Article 24.1 or orally or by telephone.


 


	18.7	When Notice Not Required




 


It
is not necessary to give notice of a meeting of the directors to a director or an alternate director if:


 


		(1)	the meeting is to be held
                                            immediately following a meeting of shareholders at which that
                                            director was elected or appointed, or is the meeting of the directors at which that director
                                            is appointed; or



 


		(2)	the director or alternate director, as the case may be, has waived notice
                                            of the meeting.



 


	18.8	Meeting Valid Despite Failure to Give Notice




 


The
accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director,
does not invalidate any proceedings at that meeting.


 


	18.9	Waiver of Notice of Meetings




 


Any
director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future
meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After
sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need
be given to that director or, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director,
and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given
to such director or alternate director.


 


Attendance
of a director or alternate director at a meeting of the directors is a waiver of notice of the meeting, unless that director or alternate
director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting
is not lawfully called.


 


	18.10 	Quorum




 


The
quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be
set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute
a meeting.


 


	18.11	Validity of Acts Where Appointment Defective




 


Subject
to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election
or appointment or a defect in the qualification of that director or officer.


 






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	18.12	Consent Resolutions in Writing




 


A
resolution of the directors or of any committee of the directors may be passed without a meeting:


 


		(1)	in all cases, if each of
                                            the directors entitled to vote on the resolution consents to it in writing; or



 


		(2)	in the case of a resolution
                                            to approve a contract or transaction in respect of which a director
                                            has disclosed that he or she has or may have a disclosable interest, if each of the other
                                            directors who have not made such a disclosure consents in writing to the resolution.



 


A
consent in writing under this Article 18.12 may be by any written instrument, fax, e-mail or any other method of transmitting legibly
recorded messages in which the consent of the director is evidenced, whether or not the signature of the director is included in the
record. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution
of the directors or of any committee of the directors passed in accordance with this Article 18.12 is effective on the date stated in
the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of the directors
or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the
committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these
Articles relating to meetings of the directors or of a committee of the directors.


 


PART 19


EXECUTIVE
AND OTHER COMMITTEES


 


	19.1	Appointment and Powers of Executive Committee




 


The
directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate,
and during the intervals between meetings of the board of directors all of the directors' powers are delegated to the executive committee,
except:


 


	(1)	the power to fill vacancies in the board of directors;
	 	 
	(2)	the power to remove a director;
	 	 
	(3)	the power to change the membership of, or fill vacancies in, any committee
    of the directors; and
	 	 
	(4)	such other powers, if any, as may be set out in the resolution or any subsequent
    directors' resolution.
	 	 
	19.2	Appointment and Powers of Other Committees


 


The
directors may, by resolution:


 


		(1)	appoint one or more committees (other than the executive committee) consisting
                                            of the director or directors that they consider appropriate;



 


		(2)	delegate to a committee appointed under paragraph (1) any of the directors'
                                            powers, except:



 


(a)             
the power to fill vacancies in the board of directors;


 


(b)            
the power to remove a director;


 


(c)             
the power to change the membership of, or fill vacancies in, any committee of the directors; and


 


(d)            
the power to appoint or remove officers appointed by the directors; and


 


		(3)	make any delegation referred
                                            to in paragraph (2) subject to the conditions set out in the resolution or any subsequent
                                            directors' resolution.



 






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	19.3	Obligations
  of Committees




 


Any
committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:


 


		(1)	conform to any rules that
                                            may from time to time be imposed on it by the directors; and



 


		(2)	report every act or thing done in exercise of those powers at such times
                                            as the directors may require.



 


	19.4	Powers
  of Board




 


The
directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:


 


		(1)	revoke or alter the authority
                                            given to the committee, or override a decision made by the committee, except as to acts done
                                            before such revocation, alteration or overriding;



 


		(2)	terminate the appointment
                                            of, or change the membership of, the committee; and



 


		(3)	fill vacancies in the committee.



 


	19.5	Committee Meetings




 


Subject
to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution,
with respect to a committee appointed under Articles 19.1 or 19.2:


 


		(1)	the committee may meet and
                                            adjourn as it thinks proper;



 


		(2)	the committee may elect a chair
                                            of its meetings but, if no chair of a meeting is elected,
                                            or if at a meeting the chair of the meeting is not present within 15 minutes after the time
                                            set for holding the meeting, the directors present who are members of the committee may choose
                                            one of their number to chair the meeting;



 


		(3)	a majority of the members of the committee constitutes a quorum of the
                                            committee; and



 


		(4)	questions arising at any meeting of the committee
                                            are determined by a majority of votes of the members present, and in the case of an equality
                                            of votes, the chair of the meeting does not have a second or casting vote.



 


PART 20


OFFICERS


 


	20.1	Directors May Appoint Officers




 


The
directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate
any such appointment.


 


	20.2	Functions, Duties and Powers of Officers




 


The
directors may, for each officer:


 


		(1)	determine the functions and
                                            duties of the officer;



 


		(2)	delegate to the officer any of the powers exercisable
                                            by the directors on such terms and conditions and with such restrictions as the directors
                                            think fit; and



 


		(3)	revoke, withdraw, alter or
                                            vary all or any of the functions, duties and powers of the officer.



 


	20.3	Qualifications




 


No
officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold
more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be
a director. Any other officer need not be a director.


 


	20.4 	Remuneration
  and Terms of Appointment




 


All
appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission,
participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors,
and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the
employment of the Company, a pension or gratuity.


 






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PART
21

INDEMNIFICATION


 


	21.1	Definitions




 


In
this Article 21:


 


		(1)	"eligible penalty" means a judgment, penalty or fine awarded
                                            or imposed in, or an amount paid in settlement of, an eligible proceeding;



 


		(2)	"eligible
                                            proceeding" means a legal proceeding or investigative action, whether current, threatened,
                                            pending or completed, in which a director, former director or alternate director of the Company
                                            (an "eligible party") or any of the heirs and legal personal representatives of
                                            the eligible party, by reason of the eligible party being or having been a director or alternate
                                            director of the Company:



 


(a)             
is or may be joined as a party; or


 


(b)             
is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;


 


		(3)	"expenses" has
                                            the meaning set out in the Business Corporations Act.



 


	21.2	Mandatory Indemnification of Directors




 


Subject
to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company
and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and
the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person
in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the
indemnity contained in this Article 21.2.


 


	21.3	Permitted Indemnification




 


Subject
to any restrictions in the Business Corporations Act, the Company may indemnify any person.


 


	21.4	Non-Compliance with Business Corporations Act




 


The
failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles
or, if applicable, any former Companies Act or former Articles, does not invalidate any indemnity to which he or she is entitled under
this Part 21.


 


	21.5	Company May Purchase Insurance




 


The
Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:


 


		(1)	is or was a director, alternate
                                            director, officer, employee or agent of the Company;



 


		(2)	is or was a director, alternate
                                            director, officer, employee or agent of a corporation at a
                                            time when the corporation is or was an affiliate of the Company;



 






    -31-


     


    

 



  


		(3)	at the request of the Company, is or was a director, alternate director,
                                            officer, employee or agent of a corporation or of a partnership, trust, joint venture or
                                            other unincorporated entity;



 


		(4)	at the request of the Company, holds or held a position equivalent to that
                                            of a director, alternate director or officer of a partnership, trust, joint venture or other
                                            unincorporated entity;



 


against
any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such
equivalent position.


 


PART
22

DIVIDENDS


 


22.1          
Payment of Dividends Subject to Special Rights


 


The
provisions of this Part 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.


 


22.2          
Declaration of Dividends


 


Subject
to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they
may consider appropriate.


 


22.3          
No Notice Required


 


The
directors need not give notice to any shareholder of any declaration under Article 22.2.


 


22.4          
Record Date


 


The
directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The
record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record
date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.


 


22.5          
Manner of Paying Dividend


 


A
resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets
or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of
those ways.


 






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22.6          
Settlement of Difficulties


 


If
any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable,
and, in particular, may:


 


		(1)	set the value for distribution
                                            of specific assets;



 


		(2)	determine that money in substitution for all or any part of the specific
                                            assets to which any shareholders are entitled may be paid to any shareholders on the basis
                                            of the value so fixed in order to adjust the rights of all parties; and



 


(3)              
vest any such specific assets in trustees for the persons entitled to the dividend.


 


22.7          
When Dividend Payable


 


Any
dividend may be made payable on such date as is fixed by the directors.


 


22.8          
Dividends to be Paid in Accordance with Number of Shares


 


All
dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.


 


22.9          
Receipt by Joint Shareholders


 


If
several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money
payable in respect of the share.


 


22.10       
Dividend Bears No Interest


 


No
dividend bears interest against the Company.


 


22.11       
Fractional Dividends


 


If
a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that
fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.


 


22.12       
Payment of Dividends


 


Any
dividend or other distribution payable in money in respect of shares may be paid by cheque, made payable to the order of the person to
whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address
of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or
joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the
amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation
or the amount of tax so deducted is not paid to the appropriate taxing authority.


 


22.13       
Capitalization of Retained Earnings or Surplus


 


Notwithstanding
anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company
and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing
the retained earnings or surplus so capitalized or any part thereof.


 






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PART
23

ACCOUNTING RECORDS AND AUDITOR


 


23.1          
Recording of Financial Affairs


 


The
directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and
to comply with the Business Corporations Act.


 


23.2          
Inspection of Accounting Records


 


Unless
the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to
inspect or obtain a copy of any accounting records of the Company.


 


23.3         
Remuneration of Auditor


 


The
directors may set the remuneration of the auditor of the Company.


 


PART
24

NOTICES


 


24.1         
Method of Giving Notice


 


Unless
the Business Corporations Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted
by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:


 


		(1)	mail addressed to the person
                                            at the applicable address for that person as follows:



 


		(a)	for a record mailed to a
                                            shareholder, the shareholder's registered address;



 


		(b)	for a record mailed to a director
                                            or officer, the prescribed address for mailing shown for
                                            the director or officer in the records kept by the Company or the mailing address provided
                                            by the recipient for the sending of that record or records of that class;



 






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		(c)	in any other case, the mailing
                                            address of the intended recipient;



 


		(2)	delivery at the applicable
                                            address for that person as follows, addressed to the person:



 


		(a)	for a record delivered to
                                            a shareholder, the shareholder's registered address;



 


		(b)	for a record delivered to a
                                            director or officer, the prescribed address for delivery shown for the director or officer
                                            in the records kept by the Company or the delivery address provided by the recipient for
                                            the sending of that record or records of that class;



 


		(c)	in any other case, the delivery
                                            address of the intended recipient;



 


		(3)	unless the intended recipient is the auditor of the Company, sending the
                                            record by fax to the fax number provided by the intended recipient for the sending of that
                                            record or records of that class;



 


		(4)	unless the intended recipient
                                            is the auditor of the Company, sending the record by e



mail
to the e-mail address provided by the intended recipient for the sending of that record or records of that class;


 


		(5)	physical delivery to the
                                            intended recipient.



 


24.2         
Deemed Receipt


 


A
notice, statement, report or other record that is:


 


		(1)	mailed to a person by ordinary
                                            mail to the applicable address for that person referred to in Article 24.1 is deemed to be
                                            received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays
                                            excepted, following the date of mailing;



 


		(2)	faxed to a person to the fax
                                            number provided by that person referred to in Article 24.1      
                                            is deemed to be received by the person to whom it was faxed on the day it was faxed;
                                            and



 


		(3)	e-mailed to a person to the e-mail address provided by that person referred
                                            to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the
                                            day it was e-mailed.



 


24.3          
Certificate of Sending


 


A
certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf
of the Company stating that a notice, statement, report or other record was sent in accordance with Article 24.1 is conclusive evidence
of that fact.


 


24.4          
Notice to Joint Shareholders


 


A
notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record
to the joint shareholder first named in the central securities register in respect of the share.


 






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24.5          
 Notice to Legal Personal Representatives and Trustees


 


A
notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death,
bankruptcy or incapacity of a shareholder by:


 


		(1)	mailing the record, addressed
                                            to them:



 


		(a)	by name, by the title of
                                            the legal personal representative of the deceased or incapacitated shareholder, by the title
                                            of trustee of the bankrupt shareholder or by any similar description; and



 


		(b)	at the address, if any,
                                            supplied to the Company for that purpose by the persons claiming to be so entitled; or



 


		(2)	if an address referred to in
                                            paragraph (1)(b) has not been supplied to the Company, by
                                            giving the notice in a manner in which it might have been given if the death, bankruptcy
                                            or incapacity had not occurred.



 


24.6          
Undelivered Notices


 


If,
on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 24.1 and on each
of those occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any
further records to the shareholder until the shareholder informs the Company in writing of his or her new address.


 


PART
25

SEAL


 


25.1         
Who May Attest Seal


 


Except
as provided in Articles 25.2 and 25.3, the Company's seal, if any, must not be impressed on any record except when that impression is
attested by the signatures of:


 


		(1)	any two directors;



 


		(2)	any officer, together with
                                            any director;



 


		(3)	if the Company only has one
                                            director, that director; or



 


		(4)	any one or more directors or officers or persons as may be determined by
                                            the directors.



 


25.2         
Sealing Copies


 


For
the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution
or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the
signature of any other person as may be determined by the directors.


 


25.3         
Mechanical Reproduction of Seal


 


The
directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities
of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds,
debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of
the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise
mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share
certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized
under Article 25.1 to attest the Company's seal may in writing authorize such person
to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use
of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes
deemed to be under and to bear the seal impressed on them.


 






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PART 26

PROHIBITIONS


 


26.1          
Definitions


 


In
this Part 26:


 


		(1)	"security"
                                            has the meaning assigned in the Securities Act;



 


		(2)	"transfer
                                            restricted security" means



 


		(a)	a
                                            share of the Company;



 


		(b)	a
                                            security of the Company convertible into shares of the Company;



 


		(c)	any
                                            other security of the Company which must be subject to restrictions on transfer in order
                                            for the Company to satisfy the requirement for resti'ictions on transfer under the "private
                                            issuer" exemption of Canadian securities legislation or under any other exemption from
                                            prospectus or registration requirements of Canadian securities legislation similar in scope
                                            and purpose to the "private issuer" exemption.



 


26.2          
Application


 


Article
26.3 does not apply to the Company if and for so long as it is a public company.


 


26.3          
Consent Required for Transfer of Shares or Transfer Restricted Securities


 


No
share or other transfer restricted security may be sold, transferred or otherwise disposed of without the consent of the directors and
the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.


 


Dated
November 14, 2017.


 


Full
Name and Signature of Incorporator


 


	SE Corporate Services Ltd.	 	 
	 	 	 






  






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