Incorporation number: BC 256465

MINCO GOLD CORPORATION(the "Company")ARTICLESPage1.
	INTERPRETATION
	11.1
	Definitions
	11.2
	Business Corporations ActandInterpretation ActDefinitions Applicable
	12.
	SHARES AND SHARE CERTIFICATES
	12.1
	Authorized Share Structure
	12.2
	Form of Share Certificate
	12.3
	Shareholder Entitled to Certificate or Acknowledgment
	12.4
	Delivery by Mail
	12.5
	Replacement of Worn Out or Defaced Certificate or Acknowledgement
	22.6
	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment
	22.7
	Splitting Share Certificates
	22.8
	Certificate Fee
	22.9
	Recognition of Trusts
	23.
	ISSUE OF SHARES
	23.1
	Directors Authorized
	23.2
	Commissions and Discounts
	33.3
	Brokerage
	33.4
	Conditions of Issue
	33.5
	Share Purchase Warrants and Rights
	34.
	SHARE REGISTERS
	34.1
	Central Securities Register
	34.2
	Closing Register
	45.
	SHARE TRANSFERS
	45.1
	Registering Transfers
	45.2
	Form of Instrument of Transfer
	45.3
	Transferor Remains Shareholder
	45.4
	Signing of Instrument of Transfer
	45.5
	Enquiry as to Title Not Required
	45.6
	Transfer Fee
	56.
	TRANSMISSION OF SHARES
	56.1
	Legal Personal Representative Recognized on Death
	56.2
	Rights of Legal Personal Representative
	57.
	PURCHASE OF SHARES
	57.1
	Company Authorized to Purchase Shares
	57.2
	Purchase When Insolvent
	57.3
	Sale and Voting of Purchased Shares
	58.
	BORROWING POWERS
	6




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- ii -9.
	ALTERATIONS
	69.1
	Alteration of Authorized Share Structure
	69.2
	Consolidations and "Call-in" Subdivisions
	69.3
	Special Rights and Restrictions
	79.4
	Change of Name
	79.5
	Other Alterations
	710.
	MEETINGS OF SHAREHOLDERS
	710.1
	Annual General Meetings
	710.2
	Resolution Instead of Annual General Meeting
	710.3
	Calling of Meetings of Shareholders
	710.4
	Notice for Meetings of Shareholders
	710.5
	Record Date for Notice
	810.6
	Record Date for Voting
	810.7
	Failure to Give Notice and Waiver of Notice
	810.8
	Notice of Special Business at Meetings of Shareholders
	811.
	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
	911.1
	Special Business
	911.2
	Special Majority
	911.3
	Quorum
	911.4
	One Shareholder May Constitute Quorum
	911.5
	Other Persons May Attend
	1011.6
	Requirement of Quorum
	1011.7
	Lack of Quorum
	1011.8
	Lack of Quorum at Succeeding Meeting
	1011.9
	Chair
	1011.10
	Selection of Alternate Chair
	1011.11
	Adjournments
	1111.12
	Notice of Adjourned Meeting
	1111.13
	Decisions by Show of Hands or Poll
	1111.14
	Declaration of Result
	1111.15
	Motion Need Not be Seconded
	1111.16
	Casting Vote
	1111.17
	Manner of Taking Poll
	1111.18
	Demand for Poll on Adjournment
	1211.19
	Chair Must Resolve Dispute
	1211.20
	Casting of Votes
	1211.21
	Demand for Poll
	1211.22
	Demand for Poll Not to Prevent Continuance of Meeting
	1211.23
	Retention of Ballots and Proxies
	1212.
	VOTES OF SHAREHOLDERS
	1212.1
	Number of Votes by Shareholder or by Shares
	1212.2
	Votes of Persons in Representative Capacity
	1212.3
	Votes by Joint Holders
	1312.4
	Legal Personal Representatives as Joint Shareholders
	1312.5
	Representative of a Corporate Shareholder
	1312.6
	Proxy Provisions Do Not Apply to All Companies
	1312.7
	Appointment of Proxy Holders
	1412.8
	Alternate Proxy Holders
	14




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- iii -12.9
	When Proxy Holder Need Not Be Shareholder
	1412.10
	Deposit of Proxy
	1412.11
	Validity of Proxy Vote
	1412.12
	Form of Proxy
	1512.13
	Revocation of Proxy
	1512.14
	Revocation of Proxy Must Be Signed
	1512.15
	Production of Evidence of Authority to Vote
	1613.
	DIRECTORS
	1613.1
	First Directors; Number of Directors
	1613.2
	Change in Number of Directors
	1613.3
	Directors' Acts Valid Despite Vacancy
	1613.4
	Qualifications of Directors
	1613.5
	Remuneration of Directors
	1713.6
	Reimbursement of Expenses of Directors
	1713.7
	Special Remuneration for Directors
	1713.8
	Gratuity, Pension or Allowance on Retirement of Director
	1714.
	ELECTION AND REMOVAL OF DIRECTORS
	1714.1
	Election at Annual General Meeting
	1714.2
	Consent to be a Director
	1714.3
	Failure to Elect or Appoint Directors
	1814.4
	Places of Retiring Directors Not Filled
	1814.5
	Directors May Fill Casual Vacancies
	1814.6
	Remaining Directors Power to Act
	1814.7
	Shareholders May Fill Vacancies
	1814.8
	Additional Directors
	1814.9
	Ceasing to be a Director
	1914.10
	Removal of Director by Shareholders
	1914.11
	Removal of Director by Directors
	1915.
	ALTERNATE DIRECTORS
	1915.1
	Appointment of Alternate Director
	1915.2
	Notice of Meetings
	1915.3
	Alternate for More Than One Director Attending Meetings
	2015.4
	Consent Resolutions
	2015.5
	Alternate Director Not an Agent
	2015.6
	Revocation of Appointment of Alternate Director
	2015.7
	Ceasing to be an Alternate Director
	2015.8
	Remuneration and Expenses of Alternate Director
	2016.
	POWERS AND DUTIES OF DIRECTORS
	2116.1
	Powers of Management
	2116.2
	Appointment of Attorney of Company
	2117.
	DISCLOSURE OF INTEREST OF DIRECTORS
	2117.1
	Obligation to Account for Profits
	2117.2
	Restrictions on Voting by Reason of Interest
	2117.3
	Interested Director Counted in Quorum
	2117.4
	Disclosure of Conflict of Interest or Property
	2117.5
	Director Holding Other Office in the Company
	2217.6
	No Disqualification
	2217.7
	Professional Services by Director or Officer
	2217.8
	Director or Officer in Other Corporations
	22




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- iv -18.
	PROCEEDINGS OF DIRECTORS
	2218.1
	Meetings of Directors
	2218.2
	Voting at Meetings
	2218.3
	Chair of Meetings
	2218.4
	Meetings by Telephone or Other Communications Medium
	2318.5
	Calling of Meetings
	2318.6
	Notice of Meetings
	2318.7
	When Notice Not Required
	2318.8
	Meeting Valid Despite Failure to Give Notice
	2318.9
	Waiver of Notice of Meetings
	2318.10
	Quorum
	2418.11
	Validity of Acts Where Appointment Defective
	2418.12
	Consent Resolutions in Writing
	2419.
	EXECUTIVE AND OTHER COMMITTEES
	2419.1
	Appointment and Powers of Executive Committee
	2419.2
	Appointment and Powers of Other Committees
	2519.3
	Obligations of Committees
	2519.4
	Powers of Board
	2519.5
	Committee Meetings
	2520.
	OFFICERS
	2620.1
	Directors May Appoint Officers
	2620.2
	Functions, Duties and Powers of Officers
	2620.3
	Qualifications
	2620.4
	Remuneration and Terms of Appointment
	2621.
	INDEMNIFICATION
	2621.1
	Definitions
	2621.2
	Mandatory Indemnification of Directors and Former Directors
	2721.3
	Indemnification of Other Persons
	2721.4
	Non-Compliance withBusiness Corporations Act
	2721.5
	Company May Purchase Insurance
	2722.
	DIVIDENDS
	2722.1
	Payment of Dividends Subject to Special Rights
	2722.2
	Declaration of Dividends
	2822.3
	No Notice Required
	2822.4
	Record Date
	2822.5
	Manner of Paying Dividend
	2822.6
	Settlement of Difficulties
	2822.7
	When Dividend Payable
	2822.8
	Dividends to be Paid in Accordance with Number of Shares
	2822.9
	Receipt by Joint Shareholders
	2822.10
	Dividend Bears No Interest
	2822.11
	Fractional Dividends
	2922.12
	Payment of Dividends
	2922.13
	Capitalization of Surplus
	2923.
	ACCOUNTING RECORDS
	2923.1
	Recording of Financial Affairs
	2923.2
	Inspection of Accounting Records
	29




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- v -24.
	NOTICES
	2924.1
	Method of Giving Notice
	2924.2
	Deemed Receipt of Mailing
	3024.3
	Certificate of Sending
	3024.4
	Notice to Joint Shareholders
	3024.5
	Notice to Trustees
	3025.
	SEAL
	3125.1
	Who May Attest Seal
	3125.2
	Sealing Copies
	3125.3
	Mechanical Reproduction of Seal
	3126.
	PROHIBITIONS
	3126.1
	Definitions
	3126.2
	Application
	3226.3
	Consent Required for Transfer of Shares or Designated Securities
	3227.
	CHANGE OF REGISTERED AND RECORDS OFFICES
	32














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|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 theBusiness 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.                                                                                                                                                                        



1.2Business Corporations ActandInterpretation ActDefinitions ApplicableThe definitions in theBusiness Corporations Actand
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 theBusiness Corporations Actand a definition or rule in theInterpretation Actrelating
to a term used in these
Articles, the definition in theBusiness Corporations Actwill
prevail in relation to the use of the term in
these Articles. If there is a conflict between these Articles and theBusiness Corporations Act,
the Business
Corporations Actwill
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 CertificateEach share certificate issued by the Company must comply with, and be signed as required by, theBusiness
Corporations Act.2.3 Shareholder Entitled to Certificate or AcknowledgmentEach 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 MailAny share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share
certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the
Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because
the share certificate or acknowledgement is lost in the mail or stolen.



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2

2.5 Replacement of Worn Out or Defaced Certificate or AcknowledgementIf the directors are satisfied that a share certificate or a non-transferable written acknowledgment of theshareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them ofthe share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they thinkfit:



|(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 AcknowledgmentIf a share certificate or a non-transferable written acknowledgment of a shareholders right to obtain a sharecertificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case maybe, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, ifthe 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 CertificatesIf a shareholder surrenders a share certificate to the Company with a written request that the Company issuein the shareholder's name two or more share certificates, each representing a specified number of shares andin the aggregate representing the same number of shares as the share certificate so surrendered, theCompany must cancel the surrendered share certificate and issue replacement share certificates inaccordance with that request.2.8 Certificate FeeThere must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or2.7, the amount, if any and which must not exceed the amount prescribed under theBusiness CorporationsAct, determined by the directors.2.9 Recognition of TrustsExcept as required by law or statute or these Articles, no person will be recognized by the Company asholding 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 orfraction of a share or (except as by law or statute or these Articles provided or as ordered by a court ofcompetent jurisdiction) any other rights in respect of any share except an absolute right to the entiretythereof in the shareholder.



|3.  | ISSUE OF SHARES     
|--- | --------------------
|    |                     
|3.1 | Directors Authorized

Subject to theBusiness Corporations Actand 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 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.

|
|



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3

3.2 Commissions and DiscountsThe 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 BrokerageThe 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 IssueExcept as provided for by theBusiness 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                                                                                                           
|    |                                                                                                                              
|(2) | the value of the consideration received by the Company equals or exceeds the issue price
set for the share under Article 3.1.



3.5 Share Purchase Warrants and RightsSubject to theBusiness 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 theBusiness Corporations Act, the Company must maintain in British
Columbia a central securities register. The directors may, subject to theBusiness 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.



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4





|4.2 Closing RegisterThe Company must not at any time close its central securities register.
|-------------------------------------------------------------------------------------------



|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 ShareholderExcept to the extent that theBusiness Corporations Actotherwise 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 TransferIf 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 RequiredNeither 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.

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5

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

|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 RepresentativeThe 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 theBusiness Corporations Actand 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 InsolventThe 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 SharesIf 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.      





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6



|8. BORROWINGPOWERSThe 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                                                                                                                          
|(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 9.3 and theBusiness Corporations Act, the Company may by resolution of the directors:
|--------------------------------------------------------------------------------------------------------

|    |                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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) | 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;                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                  
|(4) | subdivide all or any of its unissued or fully paid issued shares by way of a stock dividend;                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                  
|(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 theBusiness Corporations Act.                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                  



|9.2 Consolidations and "Call-in" SubdivisionsSubject to Article 9.3 and theBusiness Corporations Act, the Company may by ordinary resolution:
|---------------------------------------------------------------------------------------------------------------------------------------------

|    |                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------
|(1) | consolidate all or any of its unissued, or fully paid issued, shares.                                   
|(2) | subdivide all or any of its unissued or fully paid issued shares, other than by way of a stock dividend.





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7



|9.3 Special Rights and RestrictionsSubject to theBusiness 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.                                    



9.4 Change of NameThe Company may by resolution of the directors authorize an alteration of its Notice of Articles in order to
change its name or adopt or change any translation of that name.9.5 Other AlterationsIf theBusiness Corporations Actdoes not specify the type of resolution and these Articles do not specify
another type of resolution, the Company may by ordinary resolution alter these Articles.



|10.  | MEETINGS OF SHAREHOLDERS
|---- | ------------------------
|     |                         
|10.1 | Annual General Meetings 

Unless an annual general meeting is deferred or waived in accordance with theBusiness Corporations Act,
the Company must hold its first annual general meeting within 18 months after the date on which it was
incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in
each calendar year and not more than 15 months after the last annual reference date at such time and place
as may be determined by the directors.10.2 Resolution Instead of Annual General MeetingIf all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous
resolution under theBusiness Corporations Actto 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 ShareholdersThe directors may, whenever they think fit, call a meeting of shareholders.10.4 Notice for Meetings of ShareholdersThe 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.                                            



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8

10.5 Record Date for NoticeThe 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 VotingThe directors may set a date as the record date for the purpose of determining shareholders entitled to vote
at any meeting of shareholders. The record date must not precede the date on which the meeting is to be
held by more than two months or, in the case of a general meeting requisitioned by shareholders under the
Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on
the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning
of the meeting.10.7 Failure to Give Notice and Waiver of NoticeThe 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 ShareholdersIf 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.                                                                                                                                                                        





---

9



|
|

|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 theBusiness Corporations Act,
may be transacted at a meeting of shareholders without prior 
notice of the business being given to the shareholders.



11.2 Special MajorityThe 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.11.3 QuorumSubject to the special rights and restrictions attached to the shares of any class or series of shares and save
as herein otherwise provided, the quorum for the transaction of business at a meeting of shareholders is two
shareholders, or one or more proxyholder representing two members, or one member and a proxyholder
representing another member.11.4 One Shareholder May Constitute QuorumIf 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.      







---

10

11.5 Other Persons May AttendThe 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 QuorumNo 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 QuorumIf, 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 MeetingIf, 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 ChairThe 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.

11.10 Selection of Alternate ChairIf, 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

11.11 AdjournmentsThe 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 MeetingIt 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 PollSubject to theBusiness 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 ResultThe 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 SecondedNo 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 VoteIn 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.

|      |                      
|----- | ---------------------
|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.                                             





---

12





|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 VotesOn a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.11.21 Demand for PollNo 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 MeetingThe 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 ProxiesThe 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.

|
|

|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.



---

13



|12.3    
Votes by Joint HoldersIf 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 ShareholdersTwo 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 ShareholderIf a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint aperson 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;

(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 CompaniesIf and for so long as the Company 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, Articles 12.7 to 12.15 apply only insofar as they are not inconsistent with any
securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States
or in any states of the United States that is applicable to the Company and insofar as they are not
inconsistent with the regulations and rules made and promulgated under that legislation and all
administrative policy statements, blanket orders and rulings, notices and other administrative directions
issued by securities commissions or similar authorities appointed under that legislation.



---

14

12.7    
Appointment of Proxy HoldersEvery 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.                                                                                                                                                                          
| |  |     |                                                                                                                                                                                                                                                                                                                                

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
|----- | ----------------------
|     

| |  | (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.                                                                                                                               
| |  |     |                                                                                                                                                                                      





---

15



12.10 Deposit 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





MINCO GOLD CORPORATION(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 shareholderprinted]




|12.13 Revocation of ProxySubject 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.                                                                                                                                       



|12.14 Revocation of Proxy Must Be SignedAn 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.





---

16

12.15 Production of Evidence of Authority to VoteThe 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 | First Directors; Number of Directors

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

|
|

|(1) | subject to paragraphs (2) and (3), the number of directors that is equal to the number of the
Company's
first directors;    
|--- | ----------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                             
|(2) | if the Company is a public company, the greater of three and the most recently set of:                                      
|    | (a)     the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
|    | (b)     the number of directors set under Article 14.4;                                                                     
|    |                                                                                                                             
|(3) | if the Company is not a public company, the most recently set of:                                                           
|    | (a)     the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
|    | (b)     the number of directors set under Article 14.4.                                                                     



|13.2    
Change in Number of DirectorsIf the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):
|----------------------------------------------------------------------------------------------------------------

|(1) | the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3    
Directors' Acts Valid Despite VacancyAn act or proceeding of the directors is not invalid merely because fewer than the number of directors set or
otherwise required under these Articles is in office.

13.4    
Qualifications of Directors

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



---

17



13.5 Remuneration of DirectorsThe 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 DirectorsThe 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 DirectorsIf 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 DirectorUnless 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) | unless otherwise determined by resolution of the board of directors, 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 DirectorNo 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 theBusiness Corporations Act;                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
|(3) | with respect to first directors, the designation is otherwise valid under theBusiness Corporations Act.                                                         





---

18



|14.3 Failure to Elect or Appoint DirectorsIf:
|---------------------------------------------

|(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 theBusiness 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 theBusiness Corporations Actor these Articles.

14.4 Places of Retiring Directors Not FilledIf, 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 VacanciesAny casual vacancy occurring in the board of directors may be filled by the directors.14.6 Remaining Directors Power to ActThe 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 theBusiness
Corporations Act, for any other purpose.14.7 Shareholders May Fill VacanciesIf 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 DirectorsNotwithstanding 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:

|(1) | one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.                       



---

19



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 DirectorsThe 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 MeetingsEvery 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.

|
|



---

20



|15.3                                                                                                     | Alternate for More Than One Director Attending Meetings
|-------------------------------------------------------------------------------------------------------- | -------------------------------------------------------
|                                                                                                        
|A person may be appointed as an alternate director by more than one director, and an alternate director:

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

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

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

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



15.4  
Consent ResolutionsEvery alternate director, if authorized by the notice appointing him or her, may sign in place of his or herappointor any resolutions to be consented to in writing.15.5   Alternate Director Not an AgentEvery alternate director is deemed not to be the agent of is or her appointor.15.6   Revocation of Appointment of Alternate DirectorAn appointor may at any time, by notice in writing received by the Company, revoke the appointment of analternate director appointed by him or her.15.7 Ceasing to be an Alternate DirectorThe 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 DirectorThe 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.



---

21





|16.  | POWERS AND DUTIES OF DIRECTORS
|---- | ------------------------------
|     |                               
|16.1 | Powers of Management          

The directors must, subject to theBusiness Corporations Actand 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 theBusiness Corporations Actor by these Articles, required to be exercised
by the shareholders of the Company.16.2 Appointment of Attorney of CompanyThe 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 theBusiness
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 theBusiness 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 theBusiness Corporations Act.





---

22



|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 DisqualificationNo director or intended director is disqualified by his or her office from contracting with the Company
either with regard to the holding of any office or place of profit the director holds with the Company or as
vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company
in which a director is in any way interested is liable to be voided for that reason.17.7   
Professional Services by Director or OfficerSubject to theBusiness 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, anyperson in which the Company may be interested as a shareholder or otherwise, and, subject to theBusiness
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 MeetingsQuestions 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 MeetingsThe 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.





---

23



|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 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 theBusiness Corporations Actand 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 MeetingsOther 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 RequiredIt 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 NoticeThe 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 MeetingsAny 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.





---

24

18.10 QuorumThe 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 DefectiveSubject to theBusiness 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.

|
|

|18.12 | Consent Resolutions in Writing                                                                                                                                                                                                                                                   
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A     | resolution of the directors or of any committee of the directors may be passed without a meeting:                                                                                                                                                                                
|      | (1)     in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or                                                                                                                                                                  
|      | (2)     in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a
disclosable interest, if each of the other directors who are entitled to vote on the resolution consents to it in writing.

A consent in writing under this Article may be by signed document, fax, email or any other method of
transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which
together are deemed to constitute one consent in writing. A resolution of the directors or of any committee
of the directors passed in accordance with this Article 18.12 is effective on the date stated in the consent in
writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of
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 Actand 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.





---

25



|19.2  
Appointment and Powers of Other CommitteesThe 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.
|    |                                                                                                                                              



|19.3   
Obligations of CommitteesAny 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 BoardThe 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
C   ommittee MeetingsSubject 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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---

26





|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 OfficersThe 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.                                                                             

20.3 QualificationsNo officer may be appointed unless that officer is qualified in accordance with theBusiness Corporations
Act. One person may hold more than one position as an officer of the Company. Any person appointed as
the chair of the board or as a managing director must be a director. Any other officer need not be a director.20.4 Remuneration and Terms of AppointmentAll 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.
	INDEMNIFICATION21.1
	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 theBusiness Corporations Act.
|--- | -------------------------------------------------------------------





---

27

21.2 Mandatory Indemnification of Directors and Former DirectorsSubject to theBusiness 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 PersonsSubject to any restrictions in theBusiness Corporations Act, the Company may indemnify any person.21.4 Non-Compliance withBusiness Corporations ActThe failure of a director, alternate director or officer of the Company to comply with theBusiness
Corporations Actor these Articles does not invalidate any indemnity to which he or she is entitled under
this Part.21.5 Company May Purchase InsuranceThe 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 orperson 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.





---

28



22.2 Declaration of DividendsSubject to theBusiness Corporations Act, the directors may from time to time declare and authorize
payment of such dividends as they may deem advisable. The Board of Directors shall have the right and
authority to declare dividends on any class of shares, to the exclusion of and without declaring dividends on
any other class of shares, in their sole discretion as they see fit.22.3 No Notice RequiredThe directors need not give notice to any shareholder of any declaration under Article 22.2.22.4 Record DateThe 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 anyone or more of those ways.

22.6     
Settlement of DifficultiesIf any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as
they deem advisable, and, in particular, may:

|
|

|(1) | set the value for distribution of specific assets;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | determine that 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 PayableAny 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 SharesAll 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 ShareholdersIf 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 InterestNo dividend bears interest against the Company.







---

29

22.11 Fractional DividendsIf 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 DividendsAny 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 SurplusNotwithstanding 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.  | ACCOUNTING RECORDS            
|---- | ------------------------------
|     |                               
|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 theBusiness Corporations Act.23.2 Inspection of Accounting RecordsUnless 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 theBusiness Corporations Actor these Articles provides otherwise, a notice, statement, report or
other record required or permitted by theBusiness Corporations Actor 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;




---

30



|(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
      th esending 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.

|
|

|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.





---

31





| | 
| | 

|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 CopiesFor 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 SealThe 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 theBusiness Corporations Actor 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 or other securities by the use of such dies. Share
certificates or bonds, debentures or other securities to which the seal has been so impressed are for all
purposes deemed to be under and to bear the seal impressed on them.

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26.
	PROHIBITIONS26.1
	Definitions






|In this Article 26:
|-------------------

|(1) | 
|--- | 
|    | 
|    | 



|(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 to participate in the earnings of the Company or, on the liquidation or
winding upof the Company, in its assets; or
|(2) | "security" has the meaning assigned in theSecurities 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.                                                                                     
|    |                                                                                                                                                                                                                      





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32



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26.2 ApplicationArticle 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 SecuritiesNo 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.27. CHANGE OF
REGISTERED AND RECORDS OFFICESThe Company may appoint or change its registered and records offices, or either of them, and the agent
responsible therefor, at any time by resolution of the directors. After the appointment of the first registered
or records office agent, such agent may terminate its appointment by written notice to any director or officer
of the Company sent to the last known address of such director or officer. The Company will then designate
a new registered or records office or offices within ten (10) days of receipt or deemed receipt of such notice,
failing which the agent shall be entitled on behalf of the Company (but not obliged) to execute and file a
Notice to Change Offices with the Registrar of Companies, changing the registered and records office or
offices to the last known address of the President of the Company.





















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