Exhibit 1.1



|         |  |                                         
|-------- |  | ----------------------------------------
|         |  | The Corporations Act                    
|MANITOBA |  | ARTICLES OF AMALGAMATION (share capital)



LOGO



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|-------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ---------------
|1.                                                                                                                         |  | Name of Amalgamated Corporation  CanWest MediaWorks Inc.                                                               
|                                                                                                                           | 
|2.                                                                                                                         |  | The address in full of the registered office (include postal code) 201 Portage Avenue, 31stFloor, Winnipeg, MB, R3B 3L7
|                                                                                                                           | 
|3                                                                                                                          |  | Number (or minimum and maximum number) of directors                                                                    
|                                                                                                                          
|Such number of directors not more than twenty (20) and not less than (3) as the directors may from time to time determine.
|                                                                                                                           |  |                                                                                                                        
|4.                                                                                                                         |  | Directors                                                                                                               |  |                
|                                                                                                                           |  |                                                                                                                        
|                                                                                                                           |  | Name in Full                                                                                                            |  | Address in Full
|                                                                                                                           |  | See Schedule I attached hereto                                                                                        |  |                
|                                                                                                                           | 
|5.                                                                                                                         |  | The classes and any maximum number of shares that the corporation is authorized to issue                               
|                                                                                                                           | 
|                                                                                                                           |  | An unlimited number of common shares; and An
unlimited number of Preference Shares, issuable in series.                



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|    |  |                                                                                                                                                                                                                                                                                                                                                  |  |           |  |             |  |      |  |                
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------- |  | ----------- |  | ---- |  | ---------------
|6.  |  | The rights, privilèges, restrictions and conditions attaching to the shares, if any  The annexed Schedule II forms part of this document.                                                                                                                                                                                                     
|    | 
|7.  |  | Restrictions, if any, on share transfers  None                                                                                                                                                                                                                                                                                                  
|    | 
|8.  |  | Restrictions, if any, on business the corporation may carry on  None                                                                                                                                                                                                                                                                            
|    | 
|9.  |  | Other provisions, if any  The directors may appoint from time to time one or more directors within the limits provided in The Corporations Act (Manitoba).                                                                                                                                                                                      
|    |  |                                                                                                                                                                                                                                                                                                                                                  | 
|10. |  | The amalgamation agreement has been duly approved in accordance with Section 177 of The Corporations Act.  or  The amalgamation has been duly approved in accordance with Section 178 of The Corporations Act. These articles of
amalgamation are the same as the articles of incorporation of (name of the designated amalgamating corporation) |  |           |  |            
|    | 
|11. |  | Name of the amalgamating corporation the by-laws of which are to be the by-laws of the amalgamated corporation  CanWest Media Inc.                                                                                                                                                                                                              
|    |  |                                                                                                                                                                                                                                                                                                                                                  |  |           | 
|12. |  | Names of Amalgamating Corporations                                                                                                                                                                                                                                                                                                               |  | Signature |  | Office held |  | Date |  | Business Number
|    |  |                                                                                                                                                                                                                                                                                                                                                  |  |           | 
|    |  | See Schedule III attached                                                                                                                                                                                                                                                                                                                      |  |           |  |             |  |      |  |                

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|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|              |  |                                                                                                                                                                  |  |  | 
|Instructions: |  | The statutory declarations required by subsection 179(2) shall accompany these articles of amalgamation. The amalgamation agreement is not required to be filed. |  |  |  |  |  |  |  | 

|                           
|---------------------------
|FORM 11                    
|OFFICE USE ONLY            
|                           
|Corporation Number: 5158665
|                           
|Business Number:           



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THIS IS SCHEDULE Ireferred to in the Articles of Amalgamation of CANWEST
MEDIAWORKS INC. (the Corporation).



|4. | Directors
|-- | ---------



|                         |  |                                                              
|------------------------ |  | -------------------------------------------------------------
|Name in Full             |  | Address in Full                                              
|David A. Asper           |  | 1015 Wellington Crescent Winnipeg, MB, R3M
0A7               
|                         | 
|Gail Asper               |  | 117 Grenfell Blvd. Winnipeg, MB, R3P
0B6                     
|                         | 
|Leonard J. Asper         |  | 1001 Wellington Crescent Winnipeg, MB, R3M
0A7               
|                         | 
|Lloyd Barber, C.C., LL.D |  | 800 Green Avenue, Box 510 Regina Beach, Saskatchewan,
S0G 4C0
|                         | 
|David Drybrough          |  | 16 Wyndstone Circle East St. Paul, MB, R2E
0L8               
|                         | 
|Ronald Daniels           |  | 179 Lyndurst Avenue Toronto, ON, M5R
3A1                     
|                         | 
|Paul Godfrey             |  | 44 Arjay Crescent Toronto, ON M2L
1C7                        
|                         | 
|Frank King               |  | 3931 Edison Crescent SW Calgary, AB, T2S
0X1                 
|                         | 
|Lisa Pankratz            |  | 2654 West 1stAvenue Vancouver, BC, V6K 1G7                   
|                         | 
|Derek H. Burney          |  | 3767 Revelstoke Drive Ottawa, ON, K1V
7C2                    



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THIS IS SCHEDULE I referred to in the Articles of Amalgamation of CANWEST MEDIAWORKS INC. (the
Corporation).



The rights, privileges, restrictions and conditions
attaching to the common shares and the Preference Shares, issuable in series shall be as follows:



Common Shares



1. Voting
Rights



Each holder of common shares shall be entitled to receive notice
of and to attend all meetings of shareholders of the Corporation and to vote thereat, except meetings at which only holders of a specified class of shares (other than common shares) or specified series of shares are entitled to vote. At all meetings
of which notice must be given to the holders of the common shares, each holder of common shares shall be entitled to one vote in respect of each common share held by such holder.



2. Dividends



The holders of the common shares shall be entitled, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the
Corporation, to receive any dividend declared by the Corporation.



3.
Liquidation, Dissolution or Winding-up



The holders of the common shares
shall be entitled, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to receive the remaining property of the Corporation on a liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary.



Preference Shares



The Preference Shares, as a class,
shall have the following rights, privileges, restrictions and conditions:



1. Issuable in Series



The
Preference Shares may from time to time be issued in one or more series.



2.
Terms of Each Series



Subject to the following provisions, and subject to
the filing of articles of amendment in prescribed form and the endorsement thereon of a certificate of amendment, in accordance with The Corporations Act(Manitoba), the directors may fix from time to time before such issue the number of
shares that is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of Preference Shares including, without limiting the generality of the foregoing, the issue price per share, the
rate or amount of any dividends or the method of calculating any dividends, the dates of payment thereof, any redemption, purchase and/or conversion prices and terms and conditions of any redemption, purchase and/or conversion, and any sinking fund
or other provisions.



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3. Ranking of Preference Shares



The Preference Shares of each series shall, with respect to the payment of any dividends and any distribution of assets or return of capital
in the event of liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Corporation among its shareholders for the purpose of winding up its
affairs, rank on a parity with the Preference Shares of every other series and be entitled to a preference over the common shares and over any other shares of the Corporation ranking junior to the Preference Shares. The Preference Shares of any
series may also be given such other preferences, not inconsistent with these articles, over the common shares and any other shares of the Corporation ranking junior to such Preference Shares as may be fixed in accordance with paragraph 2.



4. Cumulative Dividends and Payments on the Return of Capital



If any cumulative dividends, whether or not declared, or any amounts
payable on the return of capital in the event of the liquidation, dissolution or winding up of the Corporation, in respect of a series of Preference Shares are not paid in full, the shares of such series of Preference Shares shall participate
rateably with the shares of all other series of Preference Shares in respect of all accumulated cumulative dividends, whether or not declared, or all amounts payable on return of capital in the event of the liquidation, dissolution or winding up of
the Corporation, as the case may be.



5. Conversion into Common Shares



The Preference Shares of any series may
be made convertible into common shares of any series.



6. Variation of
Rights



The provisions attaching to the Preference Shares as a class may
be amended or repealed at any time with such approval as may then be required by law to be given by the holders of the Preference Shares as a class.



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THIS IS SCHEDULE III referred to in the Articles of Amalgamation of CANWEST MEDIAWORKS INC. (the
Corporation)



|    |  |                                                              |  |                        |  |                                      |  |          |  |             
|--- |  | ------------------------------------------------------------ |  | ---------------------- |  | ------------------------------------ |  | -------- |  | ------------
|12. |  | Names of Amalgamation Corps                                  |  | Signature              |  | Office Held                          |  | Date     |  | Business No.
|    |  | Clarinet Music Inc. 5148741                                  |  | /s/ Richard M. Leipsic |  | (RL)Secretary                        |  | 18/08/05 |  | 139272652   
|    |  |                                                              |  |                        | 
|    |  | CanWest Media Inc. 5028737                                   |  | /s/ Richard M. Leipsic |  | (RL)Vice-President & General Counsel |  | 18/08/05 |  | 894585215   
|    |  |                                                              |  |                        | 
|    |  | Global Television Network Inc. 4229682                       |  | /s/ Richard M. Leipsic |  | (RL)Vice-President & Secretary       |  | 18/08/05 |  | 102120748   
|    |  |                                                              |  |                        | 
|    |  | ReachCanada Contact Centre Limited 4425996                   |  | /s/ Richard M. Leipsic |  | (RL)Vice-President                   |  | 18/08/05 |  | 867427379   
|    |  |                                                              |  |                        | 
|    |  | Global Television Centre Ltd. 5148619                        |  | /s/ Richard M. Leipsic |  | (RL)Vice-President & Secretary       |  | 18/08/05 |  | 102120581   
|    |  |                                                              |  |                        | 
|    |  | Global Television Specialty Networks Inc. 5148627            |  | /s/ Richard M. Leipsic |  | (RL)Vice-President                   |  | 18/08/05 |  | 876468729   
|    |  |                                                              |  |                        | 
|    |  | CanWest Media Sales Limited 5148678                          |  | /s/ Richard M. Leipsic |  | (RL)Vice-President                   |  | 18/08/05 |  | 864848726   
|    |  |                                                              |  |                        | 
|    |  | Vancouver Island Newspaper Group Inc. 4306210                |  | /s/ Richard M. Leipsic |  | (RL)Vice-President                   |  | 18/08/05 |  | 893982017   
|    |  |                                                              |  |                        | 
|    |  | Port Alberni Times Group Inc. 4306350                        |  | /s/ Richard M. Leipsic |  | (RL)Vice-President                   |  | 18/08/05 |  | 863252961   
|    |  |                                                              |  |                        | 
|    |  | Nanaimo Daily News Group Inc. 4306295                        |  | /s/ Richard M. Leipsic |  | (RL)Vice-President                   |  | 18/08/05 |  | 863275566   
|    |  |                                                              |  |                        | 
|    |  | Cool Records Inc. 5148724                                    |  | /s/ Riva Richard       |  | (RR)Secretary                        |  | 18/08/05 |  | 887869600   
|    |  |                                                              |  |                        | 
|    |  | Mobile Video Productions Inc.                                |  | /s/ Richard M. Leipsic |  | (RL)Vice-President                   |  | 18/08/05 |  | 885901520   
|    |  |                                                              |  |                        | 
|    |  | 5160367 Manitoba Inc. (formerly 2846551 Canada
Inc.) 5160367 |  | /s/ Richard M. Leipsic |  | (RL)Vice-President                   |  | 18/08/05 |  | 884823840   
|    |  |                                                              |  |                        | 
|    |  | Global Communications Limited 4436068                        |  | /s/ Richard M. Leipsic |  | (RL)Vice-President                   |  | 18/08/05 |  | 896227048