Exhibit 1.9
 TABLE OF CONTENTS
 BUSINESS CORPORATIONS ACT
 ARTICLES
 of
 AURORA
PLATINUM EXPLORATION INC.
 PagePART 1INTERPRETATION1.1
    
    Definitions
    
    
    11.2
    
    Business Corporations Actand Interpretation ActDefinitions Applicable
    
    
    1PART 2SHARES AND SHARE CERTIFICATES2.1
    
    Authorized Share Structure
    
    
    12.2
    
    Form of Share Certificate
    
    
    22.3
    
    Shareholder Entitled to Certificate or Acknowledgement
    
    
    22.4
    
    Delivery by Mail
    
    
    22.5
    
    Replacement of Worn Out or Defaced Certificate or Acknowledgement
    
    
    22.6
    
    Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement
    
    
    22.7
    
    Splitting Share Certificates
    
    
    22.8
    
    Certificate Fee
    
    
    32.9
    
    Recognition of Trusts
    
    
    3PART 3ISSUE OF SHARES3.1
    
    Directors Authorized
    
    
    33.2
    
    Commissions and Discounts
    
    
    33.3
    
    Brokerage
    
    
    33.4
    
    Conditions of Issue
    
    
    33.5
    
    Share Purchase Warrants and Rights
    
    
    4PART 4SHARE REGISTERS4.1
    
    Central Securities Register
    
    
    44.2
    
    Closing Register
    
    
    4




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PagePART 5SHARE TRANSFERS5.1
    
    Registering Transfers
    
    
    45.2
    
    Form of Instrument of Transfer
    
    
    45.3
    
    Transferor Remains Shareholder
    
    
    45.4
    
    Signing of Instrument of Transfer
    
    
    55.5
    
    Enquiry as to Title Not Required
    
    
    55.6
    
    Transfer Fee
    
    
    5PART 6TRANSMISSION OF SHARES6.1
    
    Legal Personal Representative Recognized on Death
    
    
    56.2
    
    Rights of Legal Personal Representative
    
    
    5PART 7PURCHASE OF SHARES7.1
    
    Company Authorized to Purchase Shares
    
    
    67.2
    
    Purchase When Insolvent
    
    
    67.3
    
    Sale and Voting of Purchased Shares
    
    
    6PART 8BORROWING POWERS8.1
    
    Borrowing Powers
    
    
    6PART 9ALTERATIONS9.1
    
    Alteration of Authorized Share Structure
    
    
    79.2
    
    Special Rights and Restrictions
    
    
    79.3
    
    Change of Name
    
    
    79.4
    
    Other Alterations
    
    
    7PART 10MEETINGS OF SHAREHOLDERS10.1
    
    Annual General Meetings
    
    
    810.2
    
    Resolution Instead of Annual General Meeting
    
    
    810.3
    
    Calling of Meetings of Shareholders
    
    
    810.4
    
    Notice for Meetings of Shareholders
    
    
    810.5
    
    Record Date for Notice
    
    
    810.6
    
    Record Date for Voting
    
    
    910.7
    
    Failure to Give Notice and Waiver of Notice
    
    
    910.8
    
    Notice of Special Business at Meetings of Shareholders
    
    
    9




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PagePART 11PROCEEDINGS AT MEETINGS OF SHAREHOLDERS11.1
    
    Special Business
    
    
    911.2
    
    Special Majority
    
    
    1011.3
    
    Quorum
    
    
    1011.4
    
    One Shareholder May Constitute Quorum
    
    
    1011.5
    
    Other Persons May Attend
    
    
    1011.6
    
    Requirement of Quorum
    
    
    1011.7
    
    Lack of Quorum
    
    
    1111.8
    
    Lack of Quorum at Succeeding Meeting
    
    
    1111.9
    
    Chair
    
    
    1111.10
    
    Selection of Alternate Chair
    
    
    1111.11
    
    Adjournments
    
    
    1111.12
    
    Notice of Adjourned Meeting
    
    
    1111.13
    
    Decisions by Show of Hands or Poll
    
    
    1111.14
    
    Declaration of Result
    
    
    1211.15
    
    Motion Need Not be Seconded
    
    
    1211.16
    
    Casting Vote
    
    
    1211.17
    
    Manner of Taking Poll
    
    
    1211.18
    
    Demand for Poll on Adjournment
    
    
    1211.19
    
    Chair Must Resolve Dispute
    
    
    1211.20
    
    Casting of Votes
    
    
    1211.21
    
    Demand for Poll
    
    
    1211.22
    
    Demand for Poll Not to Prevent Continuance of Meeting
    
    
    1311.23
    
    Retention of Ballots and Proxies
    
    
    1311.24
    
    Meetings by Telephone or Other Communications Medium
    
    
    13PART 12VOTES OF SHAREHOLDERS12.1
    
    Number of Votes by Shareholder or by Shares
    
    
    1312.2
    
    Votes of Persons in Representative Capacity
    
    
    1312.3
    
    Votes by Joint Holders
    
    
    1312.4
    
    Legal Personal Representatives as Joint Shareholders
    
    
    1412.5
    
    Representative of a Corporate Shareholder
    
    
    1412.6
    
    Proxy Provisions Do Not Apply to All Companies
    
    
    1412.7
    
    Appointment of Proxy Holders
    
    
    1512.8
    
    Alternate Proxy Holders
    
    
    1512.9
    
    When Proxy Holder Need Not Be Shareholder
    
    
    1512.10
    
    Deposit of Proxy
    
    
    1512.11
    
    Validity of Proxy Vote
    
    
    1512.12
    
    Form of Proxy
    
    
    1612.13
    
    Revocation of Proxy
    
    
    1612.14
    
    Revocation of Proxy Must Be Signed
    
    
    1612.15
    
    Production of Evidence of Authority to Vote
    
    
    17




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PagePART 13DIRECTORS13.1
    
    First Directors; Number of Directors
    
    
    1713.2
    
    Change in Number of Directors
    
    
    1713.3
    
    Directors Acts Valid Despite Vacancy
    
    
    1713.4
    
    Qualifications of Directors
    
    
    1813.5
    
    Remuneration of Directors
    
    
    1813.6
    
    Reimbursement of Expenses of Directors
    
    
    1813.7
    
    Special Remuneration for Directors
    
    
    1813.8
    
    Gratuity, Pension or Allowance on Retirement of Director
    
    
    18PART 14ELECTION AND REMOVAL OF DIRECTORS14.1
    
    Election at Annual General Meeting
    
    
    1814.2
    
    Consent to be a Director
    
    
    1814.3
    
    Failure to Elect or Appoint Directors
    
    
    1914.4
    
    Places of Retiring Directors Not Filled
    
    
    1914.5
    
    Directors May Fill Casual Vacancies
    
    
    1914.6
    
    Remaining Directors Power to Act
    
    
    1914.7
    
    Shareholders May Fill Vacancies
    
    
    1914.8
    
    Additional Directors
    
    
    2014.9
    
    Ceasing to be a Director
    
    
    2014.10
    
    Removal of Director by Shareholders
    
    
    2014.11
    
    Removal of Director by Directors
    
    
    20PART 15POWERS AND DUTIES OF DIRECTORS15.1
    
    Powers of Management
    
    
    2015.2
    
    Appointment of Attorney of Company
    
    
    21PART 16DISCLOSURE OF INTEREST OF DIRECTORS16.1
    
    Obligation to Account for Profits
    
    
    2116.2
    
    Restrictions on Voting by Reason of Interest
    
    
    2116.3
    
    Interested Director Counted in Quorum
    
    
    2116.4
    
    Disclosure of Conflict of Interest or Property
    
    
    2116.5
    
    Director Holding Other Office in the Company
    
    
    2116.6
    
    No Disqualification
    
    
    2216.7
    
    Professional Services by Director or Officer
    
    
    2216.8
    
    Director or Officer in Other Corporations
    
    
    22PART 17PROCEEDINGS OF DIRECTORS17.1
    
    Meetings of Directors
    
    
    2217.2
    
    Voting at Meetings
    
    
    22




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Page17.3
    
    Chair of Meetings
    
    
    2217.4
    
    Meetings by Telephone or Other Communications Medium
    
    
    2317.5
    
    Calling of Meetings
    
    
    2317.6
    
    Notice of Meetings
    
    
    2317.7
    
    When Notice Not Required
    
    
    2317.8
    
    Meeting Valid Despite Failure to Give Notice
    
    
    2317.9
    
    Waiver of Notice of Meetings
    
    
    2317.10
    
    Quorum
    
    
    2417.11
    
    Validity of Acts Where Appointment Defective
    
    
    2417.12
    
    Consent Resolutions in Writing
    
    
    24PART 18EXECUTIVE AND OTHER COMMITTEES18.1
    
    Appointment and Powers of Executive Committee
    
    
    2418.2
    
    Appointment and Powers of Other Committees
    
    
    2418.3
    
    Obligations of Committees
    
    
    2518.4
    
    Powers of Board
    
    
    2518.5
    
    Committee Meetings
    
    
    25PART 19OFFICERS19.1
    
    Directors May Appoint Officers
    
    
    2619.2
    
    Functions, Duties and Powers of Officers
    
    
    2619.3
    
    Qualifications
    
    
    2619.4
    
    Remuneration and Terms of Appointment
    
    
    26PART 20INDEMNIFICATION20.1
    
    Definitions
    
    
    2620.2
    
    Mandatory Indemnification of Directors and Former Directors
    
    
    2720.3
    
    Indemnification of Other Persons
    
    
    2720.4
    
    Non-Compliance with Business Corporations Act
    
    
    2720.5
    
    Company May Purchase Insurance
    
    
    27PART 21DIVIDENDS21.1
    
    Payment of Dividends Subject to Special Rights
    
    
    2721.2
    
    Declaration of Dividends
    
    
    2821.3
    
    No Notice Required
    
    
    2821.4
    
    Record Date
    
    
    2821.5
    
    Manner of Paying Dividend
    
    
    2821.6
    
    Settlement of Difficulties
    
    
    2821.7
    
    When Dividend Payable
    
    
    2821.8
    
    Dividends to be Paid in Accordance with Number of Shares
    
    
    2821.9
    
    Receipt by Joint Shareholders
    
    
    28




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Page21.10
    
    Dividend Bears No Interest
    
    
    2821.11
    
    Fractional Dividends
    
    
    2821.12
    
    Payment of Dividends
    
    
    2921.13
    
    Capitalization of Surplus
    
    
    29PART 22DOCUMENTS, RECORDS AND REPORTS22.1
    
    Recording of Financial Affairs
    
    
    2922.2
    
    Inspection of Accounting Records
    
    
    29PART 23NOTICES23.1
    
    Method of Giving Notice
    
    
    2923.2
    
    Deemed Receipt of Mailing
    
    
    3023.3
    
    Certificate of Sending
    
    
    3023.4
    
    Notice to Joint Shareholders
    
    
    3023.5
    
    Notice to Trustees
    
    
    30PART 24SEAL AND EXECUTION OF DOCUMENTS24.1
    
    Who May Attest Seal
    
    
    3124.2
    
    Sealing Copies
    
    
    3124.3
    
    Mechanical Reproduction of Seal
    
    
    3124.4
    
    Execution of Documents Generally
    
    
    31PART 25PROHIBITIONS25.1
    
    Definitions
    
    
    3225.2
    
    Application
    
    
    3225.3
    
    Consent Required for Transfer of Shares or Designated Securities
    
    
    32




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C0824232
 BUSINESS CORPORATIONS ACT
 ARTICLES
 of
 AURORA PLATINUM EXPLORATION INC.
 PART 1
 INTERPRETATION
 1.1
    
    Definitions.In these Articles, unless the context otherwise requires:board of directors, directors and board mean the directors or sole director of
the Company for the time being;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;legal personal representative means the personal or other legal representative of
the shareholder;registered address of a shareholder means the shareholders address as recorded in
the central securities register;seal means the seal of the Company, if any.
 1.2 Business Corporations Act and Interpretation Act Definitions Applicable. Business Corporations Act Interpretation
Act Business Corporations Act Interpretation Act Business Corporations Act Business Corporations Act Business Corporations Act
 PART 2
 SHARES AND SHARE CERTIFICATES
 2.1 Authorized Share Structure.




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2.2 Form of Share Certificate. Business Corporations Act
 2.3 Shareholder Entitled to Certificate or Acknowledgement.
 2.4 Delivery by Mail.
 2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement.
 (a)
    
    order the share certificate or acknowledgement, as the case may be, to be
cancelled; and(b)
    
    issue a replacement share certificate or acknowledgement, as the case may be.
 2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement.
 (a)
    
    proof satisfactory to them that the share certificate or acknowledgement is
lost, stolen or destroyed; and(b)
    
    any indemnity the directors consider adequate.
 2.7 Splitting Share Certificates.




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2.8 Certificate Fee. Business Corporations Act
 2.9 Recognition of Trusts.
 PART 3
 ISSUE OF SHARES
 3.1 Directors Authorized. Business Corporations Act
 3.2 Commissions and Discounts.
 3.3 Brokerage.
 3.4 Conditions of Issue. Business Corporations Act
 (a)
    
    consideration is provided to the Company for the issue of the share by one or
more of the following:
 (i)
    
    past services performed for the Company;(ii)
    
    property;(iii)
    
    money; and
 (b)
    
    the value of the consideration received by the Company equals or exceeds the
issue price set for the share under Article 3.1.




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3.5 Share Purchase Warrants and Rights. Business Corporations Act
 PART 4
SHARE REGISTERS
 4.1 Central Securities Register. Business Corporations Act Business Corporations Act
 4.2 Closing Register.
 PART 5
SHARE TRANSFERS
 5.1 Registering Transfers.
 (a)
    
    a duly signed instrument of transfer in respect of the share has been received
by the Company;(b)
    
    if a share certificate has been issued by the Company in respect of the share
to be transferred, that share certificate has been surrendered to the Company; and(c)
    
    if a non-transferable written acknowledgement of the shareholders right to
obtain a share certificate has been issued by the Company in respect of the share to be
transferred, that acknowledgement has been surrendered to the Company.
 5.2 Form of Instrument of Transfer.
 5.3 Transferor Remains Shareholder. Business Corporations Act




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5.4 Signing of Instrument of Transfer.
 (a)
    
    in the name of the person named as transferee in that instrument of transfer;
or(b)
    
    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.
 5.5 Enquiry as to Title Not Required.
 5.6 Transfer Fee.
 PART 6
TRANSMISSION OF SHARES
 6.1 Legal Personal Representative Recognized on Death.
 6.2 Rights of Legal Personal Representative. Business Corporations Act




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PART 7
PURCHASE OF SHARES
 7.1 Company Authorized to Purchase Shares. Business Corporations Act
 7.2 Purchase When Insolvent.
 (a)
    
    the Company is insolvent; or(b)
    
    making the payment or providing the consideration would render the Company
insolvent.
 7.3 Sale and Voting of Purchased Shares.
 (a)
    
    is not entitled to vote the share at a meeting of its shareholders;(b)
    
    must not pay a dividend in respect of the share; and(c)
    
    must not make any other distribution in respect of the share.
 PART 8
BORROWING POWERS
 8.1 Borrowing Powers.
 (a)
    
    borrow money in the manner and amount, on the security, from the sources and on
the terms and conditions that they consider appropriate;(b)
    
    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 they consider appropriate;(c)
    
    guarantee the repayment of money by any other person or the performance of any
obligation of any other person; and(d)
    
    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.




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PART 9
ALTERATIONS
 9.1 Alteration of Authorized Share Structure. Business Corporations
Act
 (a)
    
    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;(b)
    
    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;(c)
    
    subdivide or consolidate all or any of its unissued, or fully paid issued,
shares;(d)
    
    if the Company is authorized to issue shares of a class of shares with par
value:
 (i)
    
    decrease the par value of those shares; or(ii)
    
    if none of the shares of that class of shares are allotted or
issued, increase the par value of those shares;
 (e)
    
    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;(f)
    
    alter the identifying name of any of its shares; or(g)
    
    otherwise alter its shares or authorized share structure when required or
permitted to do so by the Business Corporations Act.
 9.2 Special Rights and Restrictions. Business Corporations Act
 (a)
    
    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(b)
    
    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.
 9.3 Change of Name.
 9.4 Other Alterations. Business Corporations Act




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PART 10
MEETINGS OF SHAREHOLDERS
 10.1 Annual General Meetings. Business Corporations Act
 10.2 Resolution Instead of Annual General Meeting. Business Corporations
Act
 10.3 Calling of Meetings of Shareholders.
 10.4 Notice for Meetings of Shareholders.
 (a)
    
    if and for so long as the Company is a public company, 21 days;(b)
    
    otherwise, 10 days.
 10.5 Record Date for Notice. Business Corporations Act
 (a)
    
    if and for so long as the Company is a public company, 21 days;(b)
    
    otherwise, 10 days.




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10.6 Record Date for Voting. Business Corporations Act
 10.7 Failure to Give Notice and Waiver of Notice.
 10.8 Notice of Special Business at Meetings of Shareholders.
 (a)
    
    state the general nature of the special business; and(b)
    
    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:
 (i)
    
    at the Companys records office, or at such other reasonably
accessible location in British Columbia as is specified in the notice; and(ii)
    
    during statutory business hours on any one or more specified
days before the day set for the holding of the meeting.
 PART 11
PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
 11.1 Special Business.
 (a)
    
    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;(b)
    
    at an annual general meeting, all business is special business except for the
following:
 (i)
    
    business relating to the conduct of or voting at the meeting;(ii)
    
    consideration of any financial statements of the Company
presented to the meeting;




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(iii)
    
    consideration of any reports of the directors or auditor;(iv)
    
    the setting or changing of the number of directors;(v)
    
    the election or appointment of directors;(vi)
    
    the appointment of an auditor;(vii)
    
    the setting of the remuneration of an auditor;(viii)
    
    business arising out of a report of the directors not requiring the passing
of a special resolution or an exceptional resolution;(ix)
    
    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.
 11.3 Quorum.
 11.4 One Shareholder May Constitute Quorum.
 (a)
    
    the quorum is one person who is, or who represents by proxy, that shareholder,
and(b)
    
    that shareholder, present in person or by proxy, may constitute the meeting.
 11.5 Other Persons May Attend.
 11.6 Requirement of Quorum.




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11.7 Lack of Quorum.
 (a)
    
    in the case of a general meeting requisitioned by shareholders, the meeting is
dissolved, and(b)
    
    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.
 11.9 Chair.
 (a)
    
    the chair of the board, if any; or(b)
    
    if the chair of the board is absent or unwilling to act as chair of the
meeting, the president, if any.
 11.10 Selection of Alternate Chair.
 11.11 Adjournments.
 11.12 Notice of Adjourned Meeting.
 11.13 Decision by Show of Hands or Poll. Business Corporations Act




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11.14 Declaration of Result.
 11.15 Motion Need Not be Seconded.
 11.16 Casting Vote.
 11.17 Manner of Taking Poll.
 (a)
    
    the poll must be taken:
 (i)
    
    at the meeting, or within seven days after the date of the
meeting, as the chair of the meeting directs; and(ii)
    
    in the manner, at the time and at the place that the chair of
the meeting directs;
 (b)
    
    the result of the poll is deemed to be the decision of the meeting at which the
poll is demanded; and(c)
    
    the demand for the poll may be withdrawn by the person who demanded it
 11.18 Demand for Poll on Adjournment.
 11.19 Chair Must Resolve Dispute.
 11.20 Casting of Votes.
 11.21 Demand for Poll.




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11.22 Demand for Poll Not to Prevent Continuance of Meeting.
 11.23 Retention of Ballots and Proxies.
 11.24 Meeting by Telephone or Other Communications Medium. Business Corporations Act
 PART 12
VOTES OF SHAREHOLDERS
 12.1 Number of Votes by Shareholder or by Shares.
 (a)
    
    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(b)
    
    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.
 12.3 Votes by Joint Holders.




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(a)
    
    any one of the joint shareholders may vote at any meeting, either personally or
by proxy, in respect of the share as if that joint shareholder were solely entitled to
it; or(b)
    
    if more than one of the joint shareholders is present at any meeting,
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.
 12.5 Representative of a Corporate Shareholder.
 (a)
    
    for that purpose, the instrument appointing a representative must:
 (i)
    
    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 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(ii)
    
    be provided, at the meeting, to the chair of the meeting or to
a person designated by the chair of the meeting;
 (b)
    
    if a representative is appointed under this Article 12.5:
 (i)
    
    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(ii)
    
    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.
  12.6 Proxy Provisions Do Not Apply to All Companies.




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-15- 12.7 Appointment of Proxy Holders.
 12.8 Alternate Proxy Holders.
 12.9 When Proxy Holder Need Not Be Shareholder.
 (a)
    
    the person appointing the proxy holder is a corporation or a representative of
a corporation appointed under Article 12.5;(b)
    
    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; or(c)
    
    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.
 12.10 Deposit of Proxy.
 (a)
    
    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(b)
    
    unless the notice provides otherwise, be provided, at the meeting, to the chair
of the meeting or to a person designated by the chair of the meeting.
  12.11 Validity of Proxy Vote.
 (a)
    
    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 at which the proxy
is to be used; or(b)
    
    by the chair of the meeting, before the vote is taken.




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-16- 
 12.12 Form of Proxy.
 [Name of Company]
 [name] [name] [month, day, year]
 
 
 (Signature of shareholder)(Name of shareholder  printed)
 12.13 Revocation of Proxy.
 (a)
    
    received 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 at
which the proxy is to be used; or(b)
    
    provided, at the meeting, to the chair of the meeting.
 12.14 Revocation of Proxy Must Be Signed.
 (a)
    
    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;(b)
    
    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.




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-17- 
 12.15 Production of Evidence of Authority to Vote.
 PART 13
DIRECTORS
 13.1 First Directors; Number of Directors. Business Corporations Act
 (a)
    
    subject to paragraphs (b) and (c), the number of directors that is equal to the
number of the Companys first directors;(b)
    
    if the Company is a public company, the greater of three and the most recently
set of:
 (i)
    
    the number of directors set by ordinary resolution (whether or
not previous notice of the resolution was given); and(ii)
    
    the number of directors set under Article 14.4;
 (c)
    
    if the Company is not a public company, the most recently set of:
 (i)
    
    the number of directors set by ordinary resolution (whether or
not previous notice of the resolution was given); and(ii)
    
    the number of directors set under Article 14.4.
 13.2 Change in Number of Directors.
 (a)
    
    the shareholders may elect or appoint the directors needed to fill any
vacancies in the board of directors up to that number; and(b)
    
    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 may appoint, or the shareholders may elect
or appoint, directors to fill those vacancies.
 13.3 Directors Acts Valid Despite Vacancy.




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##### 



-18- 13.4 Qualifications of Directors. Business
Corporations Act
 13.5 Remuneration of Directors.
 13.6 Reimbursement of Expenses of Directors.
 13.7 Special Remuneration for Directors.
 13.8 Gratuity, Pension or Allowance on Retirement of Director.
 PART 14
ELECTION AND REMOVAL OF DIRECTORS
 14.1 Election at Annual General Meeting.
 (a)
    
    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(b)
    
    all the directors cease to hold office immediately before the election or
appointment of directors under paragraph (a), but are eligible for re-election or
re-appointment.
 14.2 Consent to be a Director.
 (a)
    
    that individual consents to be a director in the manner provided for in the
Business Corporations Act;




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-19- (b)
    
    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(c)
    
    with respect to first directors, the designation is otherwise valid under the
Business Corporations Act.
 14.3 Failure to Elect or Appoint Directors.
 (a)
    
    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(b)
    
    the shareholders fail, at the annual general meeting or in the unanimous
resolution contemplated by Article 10.2, to elect or appoint any directors;
  (c)
    
    the date on which his or her successor is elected or appointed; and(d)
    
    the date on which he or she otherwise ceases to hold office under the Business
Corporations Actor these Articles.
 14.4 Places of Retiring Directors Not Filled.
 14.5 Directors May Fill Casual Vacancies.
 14.6 Remaining Directors Power to Act. Business Corporations Act
 14.7 Shareholders May Fill Vacancies.




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-20- 14.8 Additional Directors.
 (a)
    
    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(b)
    
    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.
  14.9 Ceasing to be a Director.
 (a)
    
    the term of office of the director expires;(b)
    
    the director dies;(c)
    
    the director resigns as a director by notice in writing provided to the Company
or a lawyer for the Company; or(d)
    
    the director is removed from office pursuant to Articles 14.10 or 14.11.
 14.10 Removal of Director by Shareholders.
 14.11 Removal of Director by Directors.
 PART 15
POWERS AND DUTIES OF DIRECTORS
 15.1 Powers of Management. Business Corporations Act Business Corporations
Act




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-21- 15.2 Appointment of Attorney of Company.
 PART 16
DISCLOSURE OF INTEREST OF DIRECTORS
 16.1 Obligation to Account for Profits. Business Corporations Act Business Corporations Act
 16.2 Restrictions on Voting by Reason of Interest.
 16.3 Interested Director Counted in Quorum.
 16.4 Disclosure of Conflict of Interest or Property. Business Corporations Act
 16.5 Director Holding Other Office in the Company.




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##### 



-22- 16.6 No Disqualification.
 16.7 Professional Services by Director or Officer. Business Corporations Act
 16.8 Director or Officer in Other Corporations. Business Corporations Act
 PART 17
PROCEEDINGS OF DIRECTORS
 17.1 Meetings of Directors.
 17.2 Voting at Meetings.
 17.3 Chair of Meetings.
 (a)
    
    the chair of the board, if any;(b)
    
    in the absence of the chair of the board, the president, if any, if the
president is a director; or(c)
    
    any other director chosen by the directors if:
 (i)
    
    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;(ii)
    
    neither the chair of the board nor the president, if a
director, is willing to chair the meeting; or




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##### 



-23- (iii)
    
    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.
 17.4 Meetings by Telephone or Other Communications Medium. Business Corporations Act
 17.5 Calling of Meetings.
 17.6 Notice of Meetings.
 17.7 When Notice Not Required.
 (a)
    
    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(b)
    
    the director has waived notice of the meeting.
 17.8 Meeting Valid Despite Failure to Give Notice.
 17.9 Waiver of Notice of Meetings.




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-24- 17.10 Quorum.
 17.11 Validity of Acts Where Appointment Defective. Business Corporations Act
 17.12 Consent Resolutions in Writing. Business Corporations Act
 PART 18
EXECUTIVE AND OTHER COMMITTEES
 18.1 Appointment and Powers of Executive Committee.
 (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)
    
    such other powers, if any, as may be set out in the resolution or any
subsequent directors resolution.
 18.2 Appointment and Powers of Other Committees.
 (a)
    
    appoint one or more committees (other than the executive committee) consisting
of the director or directors that they consider appropriate;




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##### 



-25- (b)
    
    delegate to a committee appointed under paragraph (a) any of the directors
powers, except:
 (i)
    
    the power to fill vacancies in the board of directors;(ii)
    
    the power to remove a director;(iii)
    
    the power to change the membership of, or fill vacancies in,
any committee of the directors; and(iv)
    
    the power to appoint or remove officers appointed by the
directors; and
 (c)
    
    make any delegation referred to in paragraph (b) subject to the conditions set
out in the resolution or any subsequent directors resolution.
 18.3 Obligations of Committees.
 (a)
    
    conform to any rules that may from time to time be imposed on it by the
directors; and(b)
    
    report every act or thing done in exercise of those powers at such times as the
directors may require.
 18.4 Powers of Board.
 (a)
    
    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;(b)
    
    terminate the appointment of, or change the membership of, the committee; and(c)
    
    fill vacancies in the committee.
 18.5 Committee Meetings.
 (a)
    
    the committee may meet and adjourn as it thinks proper;(b)
    
    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;(c)
    
    a majority of the members of the committee constitutes a quorum of the
committee; and




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##### 



-26- (d)
    
    questions arising at any meeting of the committee are determined by a majority
of votes of the members present, and in case of an equality of votes, the chair of the
meeting does not have a second or casting vote.
 PART 19
OFFICERS
 19.1 Directors May Appoint Officers.
 19.2 Functions, Duties and Powers of Officers.
 (a)
    
    determine the functions and duties of the officer;(b)
    
    entrust to and confer on 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(c)
    
    revoke, withdraw, alter or vary all or any of the functions, duties and powers
of the officer.
 19.3 Qualifications. Business Corporations Act
 19.4 Remuneration and Terms of Appointment.
 PART 20
INDEMNIFICATION
 20.1 Definitions.
 (a)
    
    eligible penalty means a judgment, penalty or fine awarded or imposed in, or
an amount paid in settlement of, an eligible proceeding;(b)
    
    eligible proceeding means a legal proceeding or investigative action, whether
current, threatened, pending or completed, in which a director or former 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 of the Company:




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##### 



-27- 
 (i)
    
    is or may be joined as a party; or(ii)
    
    is or may be liable for or in respect of a judgment, penalty or
fine in, or expenses related to, the proceeding;
 (c)
    
    expenses has the meaning set out in the Business Corporations Act.
 20.2 Mandatory Indemnification of Directors and Former Directors. Business
Corporations Act
 20.3 Indemnification of Other Persons. Business Corporations
Act
 20.4 Non-Compliance with Business Corporations Act . Business Corporations Act
 20.5 Company May Purchase Insurance.
 (a)
    
    is or was a director, officer, employee or agent of the Company;(b)
    
    is or was a director, officer, employee or agent of a corporation at a time
when the corporation is or was an affiliate of the Company;(c)
    
    at the request of the Company, is or was a director, officer, employee or agent
of a corporation or of a partnership, trust, joint venture or other unincorporated
entity;(d)
    
    at the request of the Company, holds or held a position equivalent to that of a
director or officer of a partnership, trust, joint venture or other unincorporated
entity;
  PART 21
DIVIDENDS
 21.1 Payment of Dividends Subject to Special Rights.




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##### 



-28- 21.2 Declaration of Dividends. Business Corporations Act
 21.3 No Notice Required.
 21.4 Record Date.
 21.5 Manner of Paying Dividend.
 21.6 Settlement of Difficulties.
 (a)
    
    set the value for distribution of specific assets;(b)
    
    determine that cash payments in substitution for all or any part of the
specific assets to which any shareholders are entitled may be made to any shareholders
on the basis of the value so fixed in order to adjust the rights of all parties; and(c)
    
    vest any such specific assets in trustees for the persons entitled to the
dividend.
 21.7 When Dividend Payable.
 21.8 Dividends to be Paid in Accordance with Number of Shares.
 21.9 Receipt by Joint Shareholders.
 21.10 Dividend Bears No Interest.
 21.11 Fractional Dividends.




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##### 



-29- 21.12 Payment of Dividends.
 21.13 Capitalization of Surplus.
 PART 22
DOCUMENTS, RECORDS AND REPORTS
 22.1 Recording of Financial Affairs. Business Corporations Act
 22.2 Inspection of Accounting Records.
 PART 23
NOTICES
 23.1 Method of Giving Notice. Business Corporations Act Business
Corporations Act
 (a)
    
    mail addressed to the person at the applicable address for that person as
follows:
 (i)
    
    for a record mailed to a shareholder, the shareholders
registered address;(ii)
    
    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;(iii)
    
    in any other case, the mailing address of the intended
recipient;
 (b)
    
    delivery at the applicable address for that person as follows, addressed to the
person:




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##### 



-30- 
 (i)
    
    for a record delivered to a shareholder, the shareholders
registered address;(ii)
    
    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;(iii)
    
    in any other case, the delivery address of the intended
recipient;
 (c)
    
    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;(d)
    
    sending the record by email to the email address provided by the intended
recipient for the sending of that record or records of that class;(e)
    
    physical delivery to the intended recipient.
 23.2 Deemed Receipt of Mailing.
 23.3 Certificate of Sending.
 23.4 Notice to Joint Shareholders.
 23.5 Notice to Trustees.
 (a)
    
    mailing the record, addressed to them:
 (i)
    
    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(ii)
    
    at the address, if any, supplied to the Company for that
purpose by the persons claiming to be so entitled; or
 (b)
    
    if an address referred to in paragraph (a)(ii) 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.




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##### 



-31- 
 PART 24
SEAL AND EXECUTION OF DOCUMENTS
 24.1 Who May Attest Seal.
 (a)
    
    any two directors;(b)
    
    any officer, together with any director;(c)
    
    if the Company only has one director, that director; or(d)
    
    any one or more directors or officers or persons as may be determined by the
directors.
 24.2 Sealing Copies.
 24.3 Mechanical Reproduction of Seal. Business Corporations Act
 24.4 Execution of Documents Generally.




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##### 



-32- PART 25
PROHIBITIONS
 25.1 Definitions.
 (a)
    
    designated security means:
 (i)
    
    a voting security of the Company;(ii)
    
    a security of the Company that is not a debt security and that
carries a residual right to participate in the earnings of the Company or, on
the liquidation or winding up of the Company, in its assets; or(iii)
    
    a security of the Company convertible, directly or indirectly,
into a security described in paragraph (i) or (ii);
 (b)
    
    security has the meaning assigned in the Securities Act(British Columbia);(c)
    
    voting security means a security of the Company that:
 (i)
    
    is not a debt security, and(ii)
    
    carries a voting right either under all circumstances or under
some circumstances that have occurred and are continuing.
 25.2 Application.
 25.3 Consent Required for Transfer of Shares or Designated Securities.
 Signed ALAN CAMERON RICHARDSONALAN CAMERON RICHARDSON