**BC
      BUSINESS CORPORATIONS ACT**


**Atna
      Resources Ltd.**


(the
      “Company”)


**Incorporation Number:**BC0278695





The
      Company has as its articles the following articles.





**ARTICLES**




Part
                    1
                Interpretation
                2Part
                    2
                Shares
                    and Share Certificates
                2Part
                    3
                Issue
                    of Shares
                4Part
                    4
                Share
                    Registers
                5Part
                    5
                Share
                    Transfers
                5Part
                    6
                Transmission
                    of Shares
                6Part
                    7
                Purchase
                    of Shares
                7Part
                    8
                Borrowing
                    Powers
                7Part
                    9
                Alterations
                8Part
                    10
                Meetings
                    of Shareholders
                9Part
                    11
                Proceedings
                    at Meetings of Shareholders
                10Part
                    12
                Votes
                    of Shareholders
                14Part
                    13
                Directors
                18Part
                    14
                Election
                    and Removal of Directors
                19Part
                    15
                Alternate
                    Directors
                21Part
                    16
                Powers
                    and Duties of Directors
                22Part
                    17
                Disclosure
                    of Interest of Directors & Senior Officers
                23Part
                    18
                Proceedings
                    of Directors
                24Part
                    19
                Executive
                    and Other Committees
                26Part
                    20
                Officers
                27Part
                    21
                Indemnification
                28Part
                    22
                Dividends
                29Part
                    23
                Documents,
                    Records and Reports
                31Part
                    24
                Notices
                31Part
                    25
                Seal
                33Part
                    26
                Mechanical
                    Reproduction of Signatures
                33Part
                    27
                Prohibitions
                34Part
                    28
                Special
                    Rights and Restrictions attached to the Preferred Shares
                34




*VECTOR
          Corporate Finance Lawyers*


**Part** **1,** **Interpretation**




**1.1
      Definitions**




In
      these
      Articles, unless the context otherwise requires:




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




(2)
            *“Business
                Corporations Act”*means
                the*Business
                Corporations Act*(British
                Columbia) from time to time in force and all amendments thereto and
                includes all regulations and amendments thereto made pursuant to
                that
                Act;




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




(4)
            “registered
                address” of a shareholder means the shareholder‘s address as recorded in
                the central securities register;




(5)
            “seal”
                means the seal of the Company, if
                any;




(6)
            “solicitor
                for the Company”, in connection with any matter, means any partner or
                associate of the law firm retained by the Company with respect to
                such
                matter.




**1.2** ***Business
      Corporations Act*** **and** ***Interpretation
      Act*** **Definitions
      Applicable**




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





**Part** **2,** **Shares
      and Share Certificates**




**2.1**  **Authorized
      Share Structure**




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




**2.2**  **Form
      of Share Certificate**




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




**2.3**  **Shareholder
      Entitled to Certificate or Acknowledgment**




Each
      shareholder is entitled, without charge, to (a) one share certificate
      representing the shares of each class or series of shares registered in the
      shareholder’s name or (b) a non-transferable written acknowledgment of the
      shareholder’s right to obtain such a share certificate, provided that in respect
      of a share held jointly by several persons, the Company is not bound to issue
      more than one share certificate and delivery of a share certificate for a share
      to one of several joint shareholders or to one of the shareholders’ duly
      authorized agents will be sufficient delivery to all.




**2.4**  **Delivery
      by Mail**




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




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**2.5**  **Replacement
      of Worn Out or Defaced Certificate or Acknowledgement**




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




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




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




**2.6**  **Replacement
      of Lost, Stolen or Destroyed Certificate or Acknowledgment**




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




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




(2)
            any
                indemnity the directors consider
                adequate.




**2.7**  **Splitting
      Share Certificates**




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




**2.8**  **Certificate
      Fee**




There
      must be paid to the Company, in relation to the issue of any share certificate
      under Parts 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the
      amount prescribed under the *Business
      Corporations Act,* determined
      by the directors.




**2.9**  **Recognition
      of Trusts**




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




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**P** **art** **3,
      I** **ssue
      of** **S** **hares**




**3.1**  **Directors
      Authorized**




Subject
      to 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.




**3.2**  **Commissions
      and Discounts**




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




**3.3**  **Brokerage**




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




**3.4**  **Conditions
      of Issue**




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




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




(a)  past
      services performed for the Company;




(b)  property;




(c)  money;
      and




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




**3.5**  **Share
      Purchase Warrants and Rights**




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.


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**P** **art** **4,
      S** **hare** **R** **egisters**




**4.1
      Central Securities Register**




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




**4.2
      Closing Register**




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




**P** **art** **5,
      S** **hare** **T** **ransfers**




**5.1**  **Registering
      Transfers**




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




(1)
            such
                transfer has been conducted in accordance with Part
                27;




(2)
            an
                instrument of transfer, duly executed by the transferor or a duly
                authorized attorney of the transferor, in respect of the share has
                been
                received by the Company or its transfer
                agent;




(3)
            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 or its transfer agent; and




(4)
            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 or its transfer agent;
                and




(5)
            there
                has been delivered to the Company or its transfer agent such other
                evidence, if any, as the Company or the transfer agent may require
                to
                prove the title of the transferor to transfer his shares and the
                right of
                the transferee to have the transfer
                registered.




**5.2**  **Form
      of Instrument of Transfer**




The
      instrument of transfer in respect of any share of the Company must be either
      in
      the form, if any, on the back of the Company’s share certificates or in any
      other form that may be approved by the directors from time to time.




**5.3**  **Transferor
      Remains Shareholder**




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




**5.4**  **Signing
      of Instrument of Transfer**




If
      a
      shareholder, or his or her duly authorized attorney, signs an instrument of
      transfer in respect of shares registered in the name of the shareholder, the
      signed instrument of transfer constitutes a complete and sufficient authority
      to
      the Company and its directors, officers and agents to register the number of
      shares specified in the instrument of transfer or specified in any other manner,
      or, if no number is specified, all the shares represented by the share
      certificates or set out in the written acknowledgments deposited with the
      instrument of transfer:




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




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




**5.5**  **Enquiry
      as to Title Not Required**




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




**5.6**  **Transfer
      Fee**




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




**5.7**  **Branch
      Securities Register**




Subject
      to the provisions of the *Business
      Corporations Act,* the
      Company may keep or cause to be kept within or outside British Columbia by
      a
      trust company registered under the *Financial
      Institutions Act* (British
      Columbia) one or more branch securities registers, and such trust company may
      be
      appointed as the transfer agent of the Company for the purpose of issuing,
      countersigning, registering, transferring and certifying the securities of
      the
      Company.




**P** **art** **6,
      T** **ransmission
      of** **S** **hares**




**6.1**  **Legal
      Personal Representative Recognized on Death**




In
      case
      of the death of a shareholder, the legal personal representative, or if the
      shareholder was a joint holder, the surviving joint holder, will be the only
      person recognized by the Company as having any title to the shareholder’s
      interest in the shares. Before recognizing a person as a legal personal
      representative, the directors may require proof of appointment by a court of
      competent jurisdiction, a grant of letters probate, letters of administration
      or
      such other evidence or documents as the directors consider
      appropriate.




**6.2**  **Rights
      of Legal Personal Representative**




The
      legal
      personal representative has the same rights, privileges and obligations that
      attach to the shares held by the shareholder, including the right to transfer
      the shares in accordance with these Articles, provided the documents required
      by
      the *Business
      Corporations Act* and
      the
      directors have been deposited with the Company.




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**P** **art** **7,
      P** **urchase
      of** **S** **hares**




**7.1**  **Company
      Authorized to Purchase Shares**




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




**7.2**  **Purchase
      When Insolvent**




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




(1)
            the
                Company is insolvent; or




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




**7.3**  **Sale
      and Voting of Purchased Shares**




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




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




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




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




**Part** **8,** **Borrowing
      Powers**




**8.1
      Borrowing Powers**




The
      Company, if authorized by the directors, may:




(1)
            borrow
                money in the manner and amount, on the security, from the sources
                and on
                the terms and conditions that 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.




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**P** **art** **9,
      A** **lterations**




**9.1**  **Alteration
      of Authorized Share Structure**




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




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




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




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




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





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




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




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




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




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




**9.2**  **Special
      Rights and Restrictions**




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




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




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




**9.3**  **Change
      of Name**




The
      Company may by special resolution authorize an alteration of its Notice of
      Articles in order to change its name.




**9.4**  **Other
      Alterations**




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




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**P** **art** **10,** **Meetings
      of Shareholders**




**10.1**  **Annual
      General Meetings**




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




**10.2**  **Resolution
      Instead of Annual General Meeting**




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




**10.3**  **Calling
      of Meetings of Shareholders**




The
      directors may, whenever they think fit, call a meeting of
      shareholders.




**10.4**  **Notice
      for Meetings of Shareholders**




The
      Company must send notice of the date, time and location of any meeting of
      shareholders, in the manner provided in these Articles, or in such other manner,
      if any, as may be prescribed by ordinary resolution (whether previous notice
      of
      the resolution has been given or not), to each shareholder entitled to attend
      the meeting, to each director and to the auditor of the Company, unless these
      Articles otherwise provide, at least the following number of days before the
      meeting:




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




(2)
            otherwise,
                10 days.




**10.5**  **Record
      Date for Notice**




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




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




(2)
            otherwise,
                10 days.




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


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**10.6**  **Record
      Date for Voting**




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




**10.7**  **Failure
      to Give Notice and waiver of Notice**




The
      accidental omission to send notice of any meeting to, or the non-receipt of
      any
      notice by, any of the persons entitled to notice does not invalidate any
      proceedings at that meeting. Any person entitled to notice of a meeting of
      shareholders may, in writing or otherwise, waive or reduce the period of notice
      of such meeting.




**10.8**  **Notice
      of Special Business at Meetings of Shareholders**




If
      a
      meeting of shareholders is to consider special business within the meaning
      of
      Part 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.




**P** **art** **11,
      P** **roceedings
      at** **M** **eetings
      of** **S** **hareholders**




**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;


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(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 resolutionor
                    an exceptional
                    resolution;




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




**11.2**  **Majority
      Required for Special Resolution**




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




**11.3**  **Quorum**




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




**11.4**  **One
      Shareholder May Constitute Quorum**




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




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




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




**11.5**  **Other
      Persons May Attend**




The
      directors, the president (if any), the secretary (if any), the assistant
      secretary (if any), any solicitor for the Company, the auditor of the Company
      and any other persons invited by the directors are entitled to attend any
      meeting of shareholders, but if any of those persons does attend a meeting
      of
      shareholders, that person is not to be counted in the quorum and is not entitled
      to vote at the meeting unless that person is a shareholder or proxy holder
      entitled to vote at the meeting.




**11.6**  **Requirement
      of Quorum**




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




**11.7**  **Lack
      of Quorum**




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




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




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




**11.8**  **Lack
      of Quorum at Succeeding Meeting**




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




**11.9**  **Chair**




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




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




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




(3)
            if
                the chair of the board and the president are absent or unwilling
                to act as
                chair of the meeting, the solicitor for the
                Company.




**11.10**  **Selection
      of Alternate Chair**




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




**11.11**  **Adjournments**




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




**11.12**  **Notice
      of Adjourned Meeting**




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




**11.13**  **Decisions
      by Show of Hands or Poll**




Subject
      to the *Business
      Corporations Act,* every
      motion put to a vote at a meeting of shareholders will be decided on a show
      of
      hands unless a poll, before or on the declaration of the result of the vote
      by
      show of hands, is directed by the chair or demanded by at least one shareholder
      entitled to vote who is present in person or by proxy. In determining the result
      of a vote by a show of hands, shareholders who are not present personally,
      but
      who are entitled to participate in the meeting as permitted under the *Business* *Corporations
      Act,* may
      indicate their vote orally or otherwise in such manner as clearly evidences
      their vote and is accepted by the chair of the meeting.


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**11.14**  **Declaration
      of Result**




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




**11.15**  **Motion
      Need Not be Seconded**




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




**11.16**  **Casting
      Vote**




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




**11.17**  **Manner
      of Taking Poll**




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




(1)
            the
                poll must be taken:




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




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




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




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




**11.18**  **Demand
      for Poll on Adjournment**




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




**11.19**  **Chair
      Must Resolve Dispute**




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




**11.20**  **Casting
      of Votes**




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


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**11.21**  **Demand
      for Poll**




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




**11.22**  **Demand
      for Poll Not to Prevent Continuance of Meeting**




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




**11.23**  **Retention
      of Ballots and Proxies**




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




**11.24**  **Meetings
      by Telephone or Other Communications Medium**




A
      shareholder or proxy holder who is entitled to participate in a meeting of
      shareholders may do so in person, or by telephone or other communications
      medium, if all shareholders and proxy holders participating in the meeting
      are
      able to communicate with each other; provided however, that nothing in this
      Part
      shall obligate the Company to take any action or provide any facility to permit
      or facilitate the use of any communications medium at a meeting of shareholders.
      If one or more shareholders or proxy holders participate in a meeting of
      shareholders in a manner contemplated by this Part:




(1)
            each
                such shareholder or proxy holder shall be deemed to be present at
                the
                meeting; and




(2)
            the
                meeting shall be deemed to be held at the location specified in the
                notice
                of meeting.




**Part** **12,** **Votes
      of Shareholders**




**12.1**  **Number
      of Votes by Shareholder or by Shares**




Subject
      to any special rights or restrictions attached to any shares and to the
      restrictions imposed on joint shareholders under Part 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.


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**12.3**  **Votes
      by Joint Holders**




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




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




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




**12.4**  **Legal
      Personal Representatives as Joint Shareholders**




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




**12.5**  **Representative
      of a Corporate Shareholder**




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




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




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




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




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




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




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




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




**12.6**  **Proxy
      Provisions Do Not Apply to All Companies**




Parts
      12.7 to 12.15 do 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.


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**12.7**  **Appointment
      of Proxy Holders**




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




**12.8**  **Alternate
      Proxy Holders**




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




**12.9**  **When
      Proxy Holder Need Not Be Shareholder**




A
      person
      who 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 Part
                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
                proxyholder 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**




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




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


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




**12.12
      Form of Proxy**




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




**[name
      of company]**


(the
      “Company”)




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




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




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




**12.13**  **Revocation
      of Proxy**




Subject
      to Part 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 Signed**




An
      instrument referred to in Part 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 Part
                12.5.




**12.15**  **Production
      of Evidence of Authority to Vote**




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




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**P** **art** **13,
      D** **irectors**




**13.1**  **First
      Directors; Number of Directors**




The
      number of directors, excluding additional directors appointed under Part 14.8,
      is set at:




(1)
            if
                the Company is a public company, the greater of three and the most
                recently set of:




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




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




(2)
            if
                the Company is not a public
                company:




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




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




**13.2**  **Change
      in Number of Directors**




If
      the
      number of directors is set under Parts 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 Vacancy**




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




**13.4**  **Qualifications
      of Directors**




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




**13.5**  **Remuneration
      of Directors**




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




**13.6**  **Reimbursement
      of Expenses of Directors**




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




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**1** **3.7**  **Special
      Remuneration for Directors**




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




**13.8**  **Gratuity,
      Pension or Allowance on Retirement of Director**




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




**Part** **14,** **Election
      and Removal of Directors**




**14.1**  **Classes
      of Directors**




Unless
      otherwise determined by special resolution, the Board shall be divided into
      three classes of directors, to be respectively designated as Class I, Class
      II
      and Class III. The number of directors in each class will be as nearly equal
      as
      possible.




**14.2**  **Terms
      of Office and Election at Annual General Meeting**




Following
      the initial classification of the terms of office of the directors, the
      directors to replace those whose terms expire at each annual general meeting
      will be elected to hold office until the third succeeding annual general
      meeting. Notwithstanding the foregoing, every director will hold office until
      his successor will be elected. Any director whose office has expired will be
      eligible for re-election.




**14.3**  **Deemed
      Election if no Annual General Meeting**




Where
      the
      Company fails to hold an annual general meeting in accordance with the *Business
      Corporations Act,* the
      directors then in office shall be deemed to have been elected or appointed
      as
      directors on the last day on which the annual general meeting could have been
      held pursuant to these Articles and they may hold office until other directors
      are appointed or elected or until the day on which the next annual general
      meeting is held.




**14.4**  **Places
      of Retiring Directors not Filled**




If,
      at
      any annual general meeting at which an election of directors ought to take
      place, the places of the retiring directors are not filled up, those of the
      retiring directors as may be required by the newly elected directors shall,
      if
      willing, continue in office until further new directors are elected at a general
      meeting specially convened for that purpose or at the annual general meeting
      in
      the next or some subsequent year, unless it is determined to reduce the number
      of directors.


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**14.5**  **Directors
      may fill Casual Vacancies**




The
      directors shall have power at any time and from time to time to appoint any
      person as a director to fill a casual vacancy on the Board. Any director so
      appointed shall hold office only so long as a vacating director would have
      retained the same if no vacancy had occurred.




**14.6**  **Appointment
      between Meetings**




Between
      successive annual general meetings the directors shall have power to appoint
      one
      or more additional directors but not more than one-third of the number of
      directors fixed pursuant to these Articles and in effect at the last general
      meeting at which directors were elected, and the number of directors shall
      be
      increased accordingly. Any director so appointed shall hold office only until
      the next following annual general meeting of the Company, but shall be eligible
      for election at such meeting and so long as he is an additional director the
      number of directors shall be increased accordingly.




**14.7**  **Appointment
      of Alternate Director**




Any
      director may, by instrument in writing delivered to the Company, appoint any
      person to be his alternate to act in his place at meetings of the directors
      at
      which he is not present unless the directors shall have reasonably disapproved
      the appointment of such person as an alternate director and will have given
      notice to that effect to the director appointing the alternate director within
      a
      reasonable time after delivery of such instrument to the Company. Every such
      alternate shall be entitled to notice of the meetings of the directors and
      to
      attend and vote as a director at a meeting at which the person appointing him
      is
      not personally present, and if he is a director, to have a separate vote on
      behalf of the director he is representing in addition to his own vote. A person
      may be appointed as an alternate for more than one director. An alternate
      director will be counted separately in determining the quorum for the meeting,
      and shall have a separate vote for each director so represented. A director
      may,
      at any time, by instrument in writing delivered to the Company, revoke the
      appointment of an alternate appointed by him. A person may be appointed by
      an
      alternate director where that person so appointed is himself a director. Every
      alternate director, if authorized by the instrument appointing him, may sign
      in
      place of the director who appointed him resolutions submitted to the directors
      to be consented to in writing as referred to in Article 18.12. Every alternate
      director will be deemed not to be the agent of a director appointing him. An
      alternate director will be deemed to be a director for all purposes of these
      Articles in the performance of any function authorized under this Article 14.7,
      but will not otherwise be deemed to be a director or to have power to act as
      a
      director. A director may at any time by written instrument, telegram, telex.
      telecopier or any other method of transmitting legibly recorded messages
      delivered to the Company revoke the appointment of an alternate appointed by
      him. An alternate director may be repaid by the Company such expenses as might
      properly be repaid to him if he were a director and he will be entitled to
      receive from the company such proportion, if any, of the remuneration otherwise
      payable to the director appointing him as such director may from time to time
      direct.




**14.8**  **Ceasing
      to be a Director**




The
      office of director shall be vacated if the director:




(1)
            resigns
                his office by notice in writing delivered to the registered office
                of the
                Company; or




(2)
            is
                convicted of an indictable offence and the other directors shall
                have
                resolved to remove him; or




(3)
            ceases
                to be qualified as a director pursuant to the*Business
                Corporations Act.*




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**1** **4.9**  **Removal
      of Director by Shareholder**




The
      Company may, by ordinary resolution, remove any director before the expiration
      of his period of office, and may, by an ordinary resolution, appoint another
      person in his stead.




**14.10**  **Consent
      to be a Director**




Notwithstanding
      anything in these Articles, no election of a person as a director is valid
      at
      any general meeting of the Company unless such person shall have consented
      in
      writing to act as a director and deposited such written consent with the
      President of the Company not less than 35 days before the date of the general
      meeting, provided that this restriction shall not apply to a director standing
      for re-election or a nominee of management standing for election who delivers
      a
      consent in writing as a director to the President of the Company before the
      meeting or attends the meeting.




**Part** **15,** **Alternate
      Directors**




**15.1**  **Appointment
      of Alternate Director**




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




**15.2**  **Notice
      of Meetings**




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




**15.3**  **Alternate
      for More Than one Director Attending Meetings**




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




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




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




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




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


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**15.4**  **Consent
      Resolutions**




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




**15.5**  **Alternate
      Director Not an Agent**




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




**15.6**  **Revocation
      of Appointment of Alternate Director**




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




**15.7**  **Ceasing
      to be an Alternate Director**




The
      appointment of an alternate director ceases when:




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




(2)
            the
                alternate director dies;




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




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




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




**15.8**  **Remuneration
      and Expenses of Alternate Director**




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




**Part** **16,** **Powers
      and Duties of Directors**




**16.1**  **Powers
      of Management**




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




**16.2**  **Appointment
      of Attorney of Company**




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


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**P** **art** **17,
      D** **isclosure
      of** **I** **nterest
      of** **D** **irectors** **&
      S** **enior** **O** **fficers**




**17.1**  **Obligation
      to Account for Profits**




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




**17.2**  **Restrictions
      on Voting by Reason of Interest**




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




**17.3**  **Interested
      Director Counted in Quorum**




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




**17.4**  **Disclosure
      of Conflict of Interest or Property**




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




**17.5**  **Director
      Holding Other Office in the Company**




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




**17.6**  **No
      Disqualification**




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




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**1** **7.7**  **Professional
      Services by Director or Officer**




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




**17.8**  **Director
      or Officer in other Corporations**




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




**Part** **18,** **Proceedings
      of Directors**




**18.1**  **Meetings
      of Directors**




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




**18.2**  **Voting
      at Meetings**




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




**18.3**  **Chair
      of Meetings**




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




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




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




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




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




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




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




**18.4**  **Meetings
      by Telephone or Other Communications Medium**




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


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**18.5**  **Calling
      of Meetings**




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




**18.6**  **Notice
      of Meetings**




Other
      than for meetings held at regular intervals as determined by the directors
      pursuant to Part 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 Part 24.1 or
      orally or by telephone.




**18.7**  **When
      Notice Not Required**




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




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




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




**18.8**  **Meeting
      Valid Despite Failure to Give Notice**




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




**18.9**  **Waiver
      of Notice of Meetings**




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




**18.10**  **Quorum**




The
      quorum necessary for the transaction of the business of the directors may be
      set
      by the directors and, if not so set, is deemed to be set at a majority of the
      directors then in office 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.




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**1** **8.11**  **Validity
      of Acts Where Appointment Defective**




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




**18.12**  **Consent
      Resolutions in Writing**




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




**Part** **19,** **Executive
      and Other Committees**




**19.1**  **Appointment
      and Powers of Executive Committee**




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




(1)
            the
                power to fill vacancies in the board of
                directors;




(2)
            the
                power to remove a director;




(3)
            the
                power to change the membership of, or fill vacancies in, any committee
                of
                the directors; and




(4)
            such
                other powers, if any, as may be set out in the resolution or any
                subsequent directors’ resolution.




**19.2**  **Appointment
      and Powers of other Committees**




The
      directors may, by resolution:




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




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





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




(b)
            the
                power to remove a director;




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




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(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 Committees**




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




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




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




**19.4**  **Powers
      of Board**




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




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




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




(3)
            fill
                vacancies in the committee.




**19.5**  **Committee
      Meetings**




Subject
      to Part 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 Parts 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.




**P** **art** **20,
      O** **fficers**




**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.




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**2** **0.2**  **Functions,
      Duties and Powers of Officers**




The
      directors may, for each officer:




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




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




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




**20.3**  **Qualifications**




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




**20.4**  **Remuneration
      and Terms of Appointment**




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




**Part** **21,** **Indemnification**




**21.1
      Definitions**




In
      this
      Part 21:




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




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




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




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




(3)
            “expenses”
                has the meaning set out in the*Business
                Corporations Act.*




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**2** **1.2** **Mandatory
          Indemnification of Directors, Former Directors, Alternate Directors and
          Senior** **Officers**




Subject
      to the *Business
      Corporations Act,* the
      Company must indemnify a director, former director, alternate director or senior
      officer 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, former director, alternate director and senior
      officer is deemed to have contracted with the Company on the terms of the
      indemnity contained in this Part 21.2.




**21.3**  **Indemnification
      of Other Persons**




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




**21.4**  **Non-Compliance
      with** ***Business
      Corporations Act***




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




**21.5**  **Company
      May Purchase Insurance**




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




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




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




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




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




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




**P** **art** **22,
      D** **ividends**




**22.1**  **Payment
      of Dividends Subject to Special Rights**




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




**22.2**  **Declaration
      of Dividends**




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


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**22.3**  **No
      Notice Required**




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




**22.4**  **Record
      Date**




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




**22.5**  **Manner
      of Paying Dividend**




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




**22.6**  **Settlement
      of Difficulties**




If
      any
      difficulty arises in regard to a distribution under Part 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 Payable**




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




**22.8**  **Dividends
      to be Paid in Accordance with Number of Shares**




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




**22.9**  **Receipt
      by Joint Shareholders**




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




**22.10**  **Dividend
      Bears No Interest**




No
      dividend bears interest against the Company.




**22.11**  **Fractional
      Dividends**




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


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**22.12**  **Payment
      of Dividends**




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




**22.13**  **Capitalization
      of Surplus**




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




**P** **art** **23,
      D** **ocuments,** **R** **ecords
      and** **R** **eports**




**23.1**  **Recording
      of Financial Affairs**




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




**23.2**  **Inspection
      of Accounting Records**




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




**P** **art** **24,
      N** **otices**




**24.1
      Method of Giving Notice**




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




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




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




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




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




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




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


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




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




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




(4)
            sending
                the record by email to the email address provided by the intended
                recipient for the sending of that record or records of that
                class;




(5)
              physical
                  delivery to the intended recipient;
  (6)
              delivery
                  in such other manner as may be approved by the
                  directors.




**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 Part 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 Part
      24.1, prepaid and mailed or otherwise sent as permitted by Part 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) of this Part 24.5 has
                not been
                supplied to the Company, by giving the notice in a manner in which
                it
                might have been given if the death, bankruptcy or incapacity
                had not occurred.




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**P** **art** **25,** **Seal**




**25.1**  **Who
      May Attest Seal**




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




(1)
              any
                  two directors;
  (2)
              any
                  officer, together with any
                  director;
  (3)
              if
                  the Company only has one director, that director;
                  or
  (4)
              any
                  one or more directors or officers or persons as may be determined
                  by the
                  directors.




**25.2**  **Sealing
      Copies**




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




**25.3**  **Mechanical
      Reproduction of Seal**




The
      directors may authorize the seal to be impressed by third parties on share
      certificates or bonds, debentures or other securities of the Company as they
      may
      determine appropriate from time to time. To enable the seal to be impressed
      on
      any share certificates or bonds, debentures or other securities of the Company,
      whether in definitive or interim form, on which facsimiles of any of the
      signatures of the directors or officers of the Company are, in accordance with
      the *Business
      Corporations Act* or
      these
      Articles, printed or otherwise mechanically reproduced, there may be delivered
      to the person employed to engrave, lithograph or print such definitive or
      interim share certificates or bonds, debentures or other securities one or
      more
      unmounted dies reproducing the seal and the chair of the board or any senior
      officer together with the secretary, treasurer, secretary-treasurer, an
      assistant secretary, an assistant treasurer or an assistant secretary-treasurer
      may in writing authorize such person to cause the seal to be impressed on such
      definitive or interim share certificates or bonds, debentures 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.




**Part** **26,** **Mechanical
      Reproduction of Signatures**




**26.1
      Mechanical Reproduction of Signatures**




The
      signature of any officer, director, registrar, branch registrar, transfer agent
      or branch agent of the Company, unless otherwise required by the *Business
      Corporations Act* or
      by
      these Articles, may, if authorized by the directors, be printed, lithographed,
      engraved or otherwise mechanically reproduced upon all instruments executed
      or
      issued by the Company or any officer thereof. Any instrument on which the
      signature of any such person is so reproduced shall be deemed to have been
      manually signed by such person whose signature is so reproduced and shall be
      as
      valid to all intents and purposes as if such instrument had been signed
      manually, and notwithstanding that the person whose signature is so reproduced
      may have ceased to hold the office that he is stated on such instrument to
      hold
      at the date of the delivery or issue of such instrument.


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**26.2
      instrument Defined**




The
      term
“instrument” as used in Part 26.1, shall include deeds, mortgages, hypothecs,
      charges, conveyances, transfers and assignments of property, real or personal,
      agreements, releases, receipts and discharges for the payment of money or other
      obligations, shares and share warrants of the Company, bonds, debentures and
      other debt obligations of the Company, and all paper writings.




**Part** **27,** **Prohibitions**




**27.1**  **Definitions**




In
      this
      Part 27:




(1)
            “designated
                security” means:




(a)
            a
                voting security of the Company;




(b)
            a
                security of the Company that is not a debt security and that carries
                a
                residual right to participate in the earnings of the Company or,
                on the
                liquidation or winding up of the Company, in its assets;
                or




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




(2)
            “security”
                has the meaning assigned in the*Securities
                Act*(British
                Columbia);




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




(a)
            is
                not a debt security, and




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




**27.2**  **Application**




Part
      27.3
      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.




**27.3**  **Consent
      Required for Transfer of Shares or Designated Securities**




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




**Part** **28,** **Special
      Rights and Restrictions attached to the Preferred Shares**




The
      preferred shares without par value (the “Preferred Shares”) of the Company shall
      have attached thereto the following special rights and
      restrictions:


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**28.1**  **Issuance
      in Series**




The
      directors of the Company may at any time and from time to time issue the
      Preferred Shares in one or more Series. Each Series to consist of such number
      of
      shares as may, before issuance of any thereof, be determined by the
      directors.




**28.2**  **Designation
      of Preferred Shares**




The
      directors of the Company shall, subject as hereinafter provided, by resolution
      duly passed before the first issue of the Preferred Shares of any Series, alter
      the Notice of Articles of the Company to fix the number of Preferred Shares
      in,
      and to determine the designation of the Preferred Shares of such Series and
      alter the Articles to create, define and attach the preferences, privileges,
      rights, restrictions, conditions, and limitations to be attached to the
      Preferred Shares of such Series.




**28.3**  **Rights
      and Restrictions of Preferred Shares**




The
      Preferred Shares of any Series may have attached thereto preferences,
      privileges, rights, restrictions, conditions or limitations with regard to
      dividends (which, in the case of fixed dividends, shall in all cases be
      cumulative), whether in cash or otherwise, voting, the right to convert such
      shares into common shares or otherwise including, without limiting the
      generality of the foregoing, preferences, privileges, rights, restrictions,
      conditions, or limitations with respect to:




(1)
              the
                  redemption or purchase of Preferred Shares by the
                  Company;
  (2)
              retraction
                  privileges;
  (3)
              sinking
                  funds or funds for the purchase or redemption of Preferred
                  Shares;
  (4)
              payment
                  of dividends on any other shares of the
                  Company;
  (5)
              redemption,
                  purchase or other retirement of any shares of the Company or of
                  any
                  subsidiary of the Company;
  (6)
              the
                  exercise by the Company of any right to elect that any one or more
                  dividends are to be paid out of one or more special surplus accounts
                  recognized for tax purposes;
  (7)
              subdivision,
                  consolidation or reclassification of any shares of the
                  Company;
  (8)
              borrowing
                  by the Company or any subsidiary of the
                  Company;
  (9)
              the
                  creation or issue of any debt or equity securities by the Company
                  or any
                  subsidiary of the Company including the issue of any Preferred
                  Shares in
                  addition to the Preferred Shares at any time
                  outstanding;
  (10)
              reduction
                  of capital by the Company or any subsidiary of the
                  Company;
  (11)
              retirement
                  of notes, bonds or debentures or other indebtedness of the Company
                  or any
                  subsidiary of the Company;
  (12)
              conduct
                  of the business of the company or investment of its
                  funds;
  (13)
              meetings
                  of holders of Preferred Shares;
                  and


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(14)
            the
                right of holders of Preferred Shares to convert or exchange such
                shares
                into shares of any class of the Company or into or for any other
                securities of the company or into or for shares or securities of
                any other
                corporation.




***




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