QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 4.2.1    
    


STORM CAT ENERGY CORPORATION

(the "Company")  


        The Company has as its articles the following articles. 


Incorporation number: 606963  



	Full name and signature of a director	 	Date of signing
	

 Christopher I. Dyakowski	 	as of May 21, 2004




ARTICLES  



	1.	 	INTERPRETATION	 	1
	 	1.1	 	Definitions	 	1
	 	1.2	 	Business Corporations Act and Interpretation Act Definitions Applicable	 	1
	
2.	
 	

SHARES AND SHARE CERTIFICATES	
 	
1
	 	2.1	 	Authorized Share Structure	 	1
	 	2.2	 	Form of Share Certificate	 	1
	 	2.3	 	Shareholder Entitled to Certificate or Acknowledgment	 	1
	 	2.4	 	Delivery by Mail	 	1
	 	2.5	 	Replacement of Worn Out or Defaced Certificate or Acknowledgement	 	2
	 	2.6	 	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment	 	2
	 	2.7	 	Splitting Share Certificates	 	2
	 	2.8	 	Certificate Fee	 	2
	 	2.9	 	Recognition of Trusts	 	2
	
3.	
 	

ISSUE OF SHARES	
 	
2
	 	3.1	 	Directors Authorized	 	2
	 	3.2	 	Commissions and Discounts	 	3
	 	3.3	 	Brokerage	 	3
	 	3.4	 	Conditions of Issue	 	3
	 	3.5	 	Share Purchase Warrants and Rights	 	3
	
4.	
 	

SHARE REGISTERS	
 	
3
	 	4.1	 	Central Securities Register	 	3
	 	4.2	 	Closing Register	 	3
	
5.	
 	

SHARE TRANSFERS	
 	
4
	 	5.1	 	Registering Transfers	 	4
	 	5.2	 	Form of Instrument of Transfer	 	4
	 	5.3	 	Transferor Remains Shareholder	 	4
	 	5.4	 	Signing of Instrument of Transfer	 	4
	 	5.5	 	Enquiry as to Title Not Required	 	4
	 	5.6	 	Transfer Fee	 	4
	
6.	
 	

TRANSMISSION OF SHARES	
 	
5
	 	6.1	 	Legal Personal Representative Recognized on Death	 	5
	 	6.2	 	Rights of Legal Personal Representative	 	5
	
7.	
 	

PURCHASE OF SHARES	
 	
5
	 	7.1	 	Company Authorized to Purchase Shares	 	5
	 	7.2	 	Purchase When Insolvent	 	5
	 	 	 	 	 








 

	 	7.3	 	Sale and Voting of Purchased Shares	 	5
	
8.	
 	

BORROWING POWERS	
 	
5
	
9.	
 	

ALTERATIONS	
 	
6
	 	9.1	 	Alteration of Authorized Share Structure	 	6
	 	9.2	 	Special Rights and Restrictions	 	6
	 	9.3	 	Change of Name	 	6
	 	9.4	 	Other Alterations	 	6
	
10.	
 	

MEETINGS OF SHAREHOLDERS	
 	
7
	 	10.1	 	Annual General Meetings	 	7
	 	10.2	 	Resolution Instead of Annual General Meeting	 	7
	 	10.3	 	Calling of Meetings of Shareholders	 	7
	 	10.4	 	Notice for Meetings of Shareholders	 	7
	 	10.5	 	Record Date for Notice	 	7
	 	10.6	 	Record Date for Voting	 	7
	 	10.7	 	Failure to Give Notice and Waiver of Notice	 	8
	 	10.8	 	Notice of Special Business at Meetings of Shareholders	 	8
	
11.	
 	

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS	
 	
8
	 	11.1	 	Special Business	 	8
	 	11.2	 	Special Majority	 	8
	 	11.3	 	Quorum	 	9
	 	11.4	 	One Shareholder May Constitute Quorum	 	9
	 	11.5	 	Other Persons May Attend	 	9
	 	11.6	 	Requirement of Quorum	 	9
	 	11.7	 	Lack of Quorum	 	9
	 	11.8	 	Lack of Quorum at Succeeding Meeting	 	9
	 	11.9	 	Chair	 	9
	 	11.10	 	Selection of Alternate Chair	 	10
	 	11.11	 	Adjournments	 	10
	 	11.12	 	Notice of Adjourned Meeting	 	10
	 	11.13	 	Decisions by Show of Hands or Poll	 	10
	 	11.14	 	Declaration of Result	 	10
	 	11.15	 	Motion Need Not be Seconded	 	10
	 	11.16	 	Casting Vote	 	10
	 	11.17	 	Manner of Taking Poll	 	11
	 	11.18	 	Demand for Poll on Adjournment	 	11
	 	11.19	 	Chair Must Resolve Dispute	 	11
	 	11.20	 	Casting of Votes	 	11
	 	11.21	 	Demand for Poll	 	11
	 	11.22	 	Demand for Poll Not to Prevent Continuance of Meeting	 	11
	 	11.23	 	Retention of Ballots and Proxies	 	11
	
12.	
 	

VOTES OF SHAREHOLDERS	
 	
12
	 	12.1	 	Number of Votes by Shareholder or by Shares	 	12
	 	12.2	 	Votes of Persons in Representative Capacity	 	12
	 	12.3	 	Votes by Joint Holders	 	12
	 	12.4	 	Legal Personal Representatives as Joint Shareholders	 	12
	 	12.5	 	Representative of a Corporate Shareholder	 	12
	 	12.6	 	Proxy Provisions Do Not Apply to All Companies	 	13
	 	12.7	 	Appointment of Proxy Holders	 	13
	 	 	 	 	 



ii







 

	 	12.8	 	Alternate Proxy Holders	 	13
	 	12.9	 	When Proxy Holder Need Not Be Shareholder	 	13
	 	12.10	 	Deposit of Proxy	 	13
	 	12.11	 	Validity of Proxy Vote	 	14
	 	12.12	 	Form of Proxy	 	14
	 	12.13	 	Revocation of Proxy	 	14
	 	12.14	 	Revocation of Proxy Must Be Signed	 	15
	 	12.15	 	Production of Evidence of Authority to Vote	 	15
	
13.	
 	

DIRECTORS	
 	
15
	 	13.1	 	Number of Directors	 	15
	 	13.2	 	Change in Number of Directors	 	15
	 	13.3	 	Directors' Acts Valid Despite Vacancy	 	15
	 	13.4	 	Qualifications of Directors	 	16
	 	13.5	 	Remuneration of Directors	 	16
	 	13.6	 	Reimbursement of Expenses of Directors	 	16
	 	13.7	 	Special Remuneration for Directors	 	16
	 	13.8	 	Gratuity, Pension or Allowance on Retirement of Director	 	16
	
14.	
 	

ELECTION AND REMOVAL OF DIRECTORS	
 	
16
	 	14.1	 	Election at Annual General Meeting	 	16
	 	14.2	 	Consent to be a Director	 	16
	 	14.3	 	Failure to Elect or Appoint Directors	 	17
	 	14.4	 	Places of Retiring Directors Not Filled	 	17
	 	14.5	 	Directors May Fill Casual Vacancies	 	17
	 	14.6	 	Remaining Directors Power to Act	 	17
	 	14.7	 	Shareholders May Fill Vacancies	 	17
	 	14.8	 	Additional Directors	 	17
	 	14.9	 	Ceasing to be a Director	 	18
	 	14.10	 	Removal of Director by Shareholders	 	18
	 	14.11	 	Removal of Director by Directors	 	18
	
15.	
 	

ALTERNATE DIRECTORS	
 	
18
	 	15.1	 	Appointment of Alternate Director	 	18
	 	15.2	 	Notice of Meetings	 	18
	 	15.3	 	Alternate for More Than One Director Attending Meetings	 	18
	 	15.4	 	Consent Resolutions	 	19
	 	15.5	 	Alternate Director Not an Agent	 	19
	 	15.6	 	Revocation of Appointment of Alternate Director	 	19
	 	15.7	 	Ceasing to be an Alternate Director	 	19
	 	15.8	 	Remuneration and Expenses of Alternate Director	 	19
	
16.	
 	

POWERS AND DUTIES OF DIRECTORS	
 	
19
	 	16.1	 	Powers of Management	 	19
	 	16.2	 	Appointment of Attorney of Company	 	20
	
17.	
 	

DISCLOSURE OF INTEREST OF DIRECTORS	
 	
20
	 	17.1	 	Obligation to Account for Profits	 	20
	 	17.2	 	Restrictions on Voting by Reason of Interest	 	20
	 	17.3	 	Interested Director Counted in Quorum	 	20
	 	17.4	 	Disclosure of Conflict of Interest or Property	 	20
	 	17.5	 	Director Holding Other Office in the Company	 	20
	 	17.6	 	No Disqualification	 	20
	 	 	 	 	 






iii







 

	 	17.7	 	Professional Services by Director or Officer	 	21
	 	17.8	 	Director or Officer in Other Corporations	 	21
	
18.	
 	

PROCEEDINGS OF DIRECTORS	
 	
21
	 	18.1	 	Meetings of Directors	 	21
	 	18.2	 	Voting at Meetings	 	21
	 	18.3	 	Chair of Meetings	 	21
	 	18.4	 	Meetings by Telephone or Other Communications Medium	 	21
	 	18.5	 	Calling of Meetings	 	22
	 	18.6	 	Notice of Meetings	 	22
	 	18.7	 	When Notice Not Required	 	22
	 	18.8	 	Meeting Valid Despite Failure to Give Notice	 	22
	 	18.9	 	Waiver of Notice of Meetings	 	22
	 	18.10	 	Quorum	 	22
	 	18.11	 	Validity of Acts Where Appointment Defective	 	22
	 	18.12	 	Consent Resolutions in Writing	 	23
	
19.	
 	

EXECUTIVE AND OTHER COMMITTEES	
 	
23
	 	19.1	 	Appointment and Powers of Executive Committee	 	23
	 	19.2	 	Appointment and Powers of Other Committees	 	23
	 	19.3	 	Obligations of Committees	 	24
	 	19.4	 	Powers of Board	 	24
	 	19.5	 	Committee Meetings	 	24
	
20.	
 	

OFFICERS	
 	
24
	 	20.1	 	Directors May Appoint Officers	 	24
	 	20.2	 	Functions, Duties and Powers of Officers	 	24
	 	20.3	 	Qualifications	 	25
	 	20.4	 	Remuneration and Terms of Appointment	 	25
	
21.	
 	

INDEMNIFICATION	
 	
25
	 	21.1	 	Definitions	 	25
	 	21.2	 	Mandatory Indemnification of Directors and Former Directors	 	25
	 	21.3	 	Indemnification of Other Persons	 	25
	 	21.4	 	Non-Compliance with Business Corporations Act	 	25
	 	21.5	 	Company May Purchase Insurance	 	26
	
22.	
 	

DIVIDENDS	
 	
26
	 	22.1	 	Payment of Dividends Subject to Special Rights	 	26
	 	22.2	 	Declaration of Dividends	 	26
	 	22.3	 	No Notice Required	 	26
	 	22.4	 	Record Date	 	26
	 	22.5	 	Manner of Paying Dividend	 	26
	 	22.6	 	Settlement of Difficulties	 	26
	 	22.7	 	When Dividend Payable	 	27
	 	22.8	 	Dividends to be Paid in Accordance with Number of Shares	 	27
	 	22.9	 	Receipt by Joint Shareholders	 	27
	 	22.10	 	Dividend Bears No Interest	 	27
	 	22.11	 	Fractional Dividends	 	27
	 	22.12	 	Payment of Dividends	 	27
	 	22.13	 	Capitalization of Surplus	 	27
	
23.	
 	

DOCUMENTS, RECORDS AND REPORTS	
 	
27
	 	23.1	 	Recording of Financial Affairs	 	27
	 	 	 	 	 



iv







 

	 	23.2	 	Inspection of Accounting Records	 	28
	
24.	
 	

NOTICES	
 	
28
	 	24.1	 	Method of Giving Notice	 	28
	 	24.2	 	Deemed Receipt of Mailing	 	28
	 	24.3	 	Certificate of Sending	 	28
	 	24.4	 	Notice to Joint Shareholders	 	29
	 	24.5	 	Notice to Trustees	 	29
	
25.	
 	

SEAL	
 	
29
	 	25.1	 	Who May Attest Seal	 	29
	 	25.2	 	Sealing Copies	 	29
	 	25.3	 	Mechanical Reproduction of Seal	 	29
	
26.	
 	

PROHIBITIONS	
 	
30
	 	26.1	 	Definitions	 	30
	 	26.2	 	Application	 	30
	 	26.3	 	Consent Required for Transfer of Shares or Designated Securities	 	30




v








PROVINCE OF BRITISH COLUMBIA

BUSINESS CORPORATIONS ACT

ARTICLES OF

STORM CAT ENERGY CORPORATION  



1.     INTERPRETATION  


1.1    Definitions  


        In these Articles, unless the context otherwise requires: 



	(1)
	"board
of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;



	(2)
	"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;



	(3)
	"legal
personal representative" means the personal or other legal representative of the shareholder;



	(4)
	"registered
address" of a shareholder means the shareholder's address as recorded in the central securities register;



	(5)
	"seal"
means the seal of the Company, if any. 




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 between these Articles and the Business Corporations
Act, the Business Corporations Act will prevail. 


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  



        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 and delivery of a share certificate for a share to one of several joint shareholders or to one of the
shareholders' duly authorized agents 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. 


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, Stolen or Destroyed Certificate or Acknowledgment  



        If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or
destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the
directors receive: 



	(1)
	proof
satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and



	(2)
	any
indemnity the directors consider adequate. 




2.7    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 the share certificate so surrendered, the Company must cancel the
surrendered share certificate and issue replacement share certificates in accordance with that request. 


2.8    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 2.7, the amount, if any and which must not exceed
the amount prescribed under the Business Corporations Act, determined by the directors. 


2.9    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 by law or
statute or these Articles provided 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. 


3.     ISSUE OF SHARES  


3.1    Directors Authorized  


        Subject to the Business Corporations Act and the rights 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 


2







 



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:



	(a)
	past
services performed for the Company;



	(b)
	property;



	(c)
	money;
and



	(d)
	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. 


4.     SHARE REGISTERS  


4.1    Central Securities Register  


        As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia 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. 


3







 



5.     SHARE TRANSFERS  


5.1    Registering Transfers  


        A transfer of a share of the Company must not be registered unless: 



	(1)
	a
duly signed instrument of transfer in respect of the share has been received by the Company;



	(2)
	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



	(3)
	if
a non-transferable written acknowledgment 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 acknowledgment has been surrendered to the Company. 




5.2    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 directors from time to time. 



5.3    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. 


5.4    Signing of Instrument of Transfer  


        If a shareholder, or his or her duly authorized attorney, 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, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument
of transfer: 



	(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. 




5.5    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. 


5.6    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. 


4







 



6.     TRANSMISSION OF SHARES  


6.1    Legal Personal Representative Recognized on Death  


        In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, 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, the directors may require proof of
appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate. 


6.2    Rights of Legal Personal Representative  


        The legal personal representative has the same 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, provided the documents required by the Business Corporations Act and the directors have been
deposited with the Company. 


7.     PURCHASE OF SHARES  


7.1    Company Authorized to Purchase Shares  


        Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series 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 specified in such resolution. 



7.2    Purchase When Insolvent  


        The Company must not make a payment or provide any other consideration to purchase 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 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. 




8.     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 they 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 they consider appropriate;



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



5







 



	(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. 




9.     ALTERATIONS  


9.1    Alteration of Authorized Share Structure  


        Subject to Article 9.2 and the Business Corporations Act, the Company may by special resolution: 



	(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. 






9.2    Special Rights and Restrictions  


        Subject to the Business Corporations Act, the Company may by special 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. 




9.3    Change of Name  



        The Company may by special resolution authorize an alteration of 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 special resolution alter these Articles. 


6







 



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 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 under the Business
Corporations Act 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, whenever they think fit, call a meeting of shareholders. 


10.4    Notice for Meetings of Shareholders  


        The Company must send notice of the date, time and location of any meeting of shareholders, 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. 




10.5    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. 


7







 



10.7    Failure to Give Notice and Waiver of Notice  


        The accidental omission to send notice of any meeting 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 or reduce the period of notice of such meeting. 


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.   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 meeting of shareholders is two-thirds of the votes cast on the
resolution. 


8







 



11.3    Quorum  


        Subject to the special rights and restrictions attached to the shares of any class or series of shares, 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. 


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    Other Persons May Attend  


        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 and any
other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, 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. 



9







 





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 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 at least one 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 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. 


10







 



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    Demand for Poll  



        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 a 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. 


11







 



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, either 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, 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. 


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:



	(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 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



	(b)
	be
provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; 






12













  



	(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    Proxy Provisions Do Not Apply to All Companies  



        Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company. 


12.7    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
of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy. 



12.8    Alternate Proxy Holders  


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


12.9    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; or



	(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. 




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



	(2)
	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. 



13







 





        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 at which the proxy is to be used; or



	(2)
	by
the chair of the meeting, before the vote is 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. 




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



	 	 	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: 



	(1)
	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



	(2)
	provided,
at the meeting, to the chair of the meeting. 



14







 





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    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. 


13.   DIRECTORS  


13.1    Number of Directors  



        The number of directors, excluding additional directors appointed under Article 14.8, is: 



	(1)
	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; and






	(2)
	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(1)(a) or 13.1(2)(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 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. 


15







 



13.4    Qualifications of Directors  


        A director is not required to hold a share in the capital 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. 


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. 


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; or



	(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. 



16







 





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



	(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)
	the
date on which his or her successor is elected or appointed; and



	(4)
	the
date on which 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 summoning 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 one-third of the number of the current
directors who were elected or appointed as directors other than under this Article 14.8. 


17







 



        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 re-appointment. 


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. 


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. 


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; 



18







 



	(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 re-appointed;



	(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;



	(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. 


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. 


19







 



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. 


17.   DISCLOSURE OF INTEREST OF DIRECTORS  


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. 



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 


20







 



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. 


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. 


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 in person or by telephone 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 may participate in a meeting of the directors or of any committee of the
directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other 


21







 



communications
medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. 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. 


18.6    Notice of Meetings  


        Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, 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 and, 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. 


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. 


22







 



18.12    Consent Resolutions in Writing  


        A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed
document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the
directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on
the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this
Article 18.12 is deemed to be a proceeding at a meeting of 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. 


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 this committee has,
during the intervals between meetings of the board of directors, all of the directors' powers, 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. 



23







 






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 case of an equality of votes, the chair of the meeting does not
have a second or casting vote. 




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)
	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



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



24













   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 the 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 thinks 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. 


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 and Former 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    Indemnification of Other Persons  


        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 does not invalidate any indemnity to which he or she is entitled under this Part. 


25







 



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;



	(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. 


22.   DIVIDENDS  



22.1    Payment of Dividends Subject to Special Rights  


        The provisions of this Article 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 deem advisable. 


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 by the distribution of specific assets or of fully paid shares or of bonds,
debentures or other securities of the Company, or in any one or more of those ways. 



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; 



26







 



	(2)
	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



	(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 cash 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 address of the shareholder, or in the case of joint shareholders, to the 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 Surplus  


        Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any 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 surplus or any part of the surplus. 


23.   DOCUMENTS, RECORDS AND REPORTS  


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. 


27







 



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. 


24.   NOTICES  



24.1    Method of Giving Notice  


        Unless the Business Corporations Act or these Articles provides 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;



	(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)
	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)
	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;



	(5)
	physical
delivery to the intended recipient. 




24.2    Deemed Receipt of Mailing  


        A record that is 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. 


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 behalf for the Company stating that a
notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that
fact. 


28







 



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 the notice to the joint shareholder
first named in the central securities register in respect of the share. 



24.5    Notice to 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. 




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. 



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 the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant
secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds,
debentures 


29







 



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. 


26.   PROHIBITIONS  


26.1    Definitions  


        In this Article 26: 



	(1)
	"designated
security" means:



	(a)
	a
voting security of the Company;



	(b)
	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



	(c)
	a
security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);






	(2)
	"security"
has the meaning assigned in the Securities Act (British Columbia);



	(3)
	"voting
security" means a security of the Company that:



	(a)
	is
not a debt security, and



	(b)
	carries
a voting right either under all circumstances or under some circumstances that have occurred and are continuing. 







26.2    Application  


        Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the
Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply. 


26.3    Consent Required for Transfer of Shares or Designated Securities  


        No share or designated 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. 


30











QuickLinks



Exhibit 4.2.1