Exhibit1.1



RED
METAL RESOURCES LTD.

(the
“Company”)



|Incorporation
    Number:
|-------------------------
|C1288454                 



The
Company has as its articles the following articles.



|FULL
    NAME AND SIGNATURE OF INCORPORATOR |  | DATE
    SIGNED     
|------------------------------------------- |  | --------------------
|                                            |  |                     
|/s/
    Caitlin Jeffs                       |  | February
    9, 2021
|CAITLIN
    JEFFS                           |  |                     



ARTICLES



|1.  | Interpretation                              | 2 
|--- | ------------------------------------------- | --
|2.  | Shares
    and Share Certificates           | 2 
|3.  | Issue
    of Shares                         | 3 
|4.  | Share
    Registers                         | 4 
|5.  | Share
    Transfers                         | 4 
|6.  | Transmission
    of Shares                  | 5 
|7.  | Purchase
    of Shares                      | 6 
|8.  | Borrowing
    Powers                        | 6 
|9.  | Alterations                                 | 7 
|10. | Meetings
    of Shareholders                | 8 
|11. | Proceedings
    at Meetings of Shareholders | 11
|12. | Votes
    of Shareholders                   | 14
|13. | Directors                                   | 17
|14. | Election
    and Removal of Directors       | 18
|15. | Alternate
    Directors                     | 20
|16. | Powers
    and Duties of Directors          | 21
|17. | Disclosure
    of Interest of Directors     | 22
|18. | Proceedings
    of Directors                | 23
|19. | Executive
    and Other Committees          | 24
|20. | Officers                                    | 26
|21. | Indemnification                             | 26
|22. | Dividends                                   | 27
|23. | Documents,
    Records and Reports          | 29
|24. | Notices                                     | 29
|25. | General
    Signing Authority and Seal      | 30
|26. | Prohibitions                                | 31








-2-






|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 a shareholder;
|--- | ------------------------------------------------------------------------------------------------------



|(4) | “public
    company” has the meaning ascribed to it in the Business Corporations Act;
|--- | -------------------------------------------------------------------------------------



|(5) | “registered
    address” of a shareholder means the shareholder’s address as recorded in the central securities register; and
|--- | -----------------------------------------------------------------------------------------------------------------------------



|(6) | “seal”
    means the seal of the Company, if any.
|--- | -------------------------------------------------



|1.2 | Business
    Corporations Act and Interpretation Act Definitions Applicable
|--- | ---------------------------------------------------------------------------



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



|2. | Shares
    and Share Certificates
|-- | ---------------------------------



|2.1 | Authorized
    Share Structure
|--- | ------------------------------



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



|2.2 | Form
    of Share Certificate
|--- | -----------------------------



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



|2.3 | Shareholder
    Entitled to Certificate or Acknowledgment
|--- | ---------------------------------------------------------



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



|2.4 | Delivery
    by Mail
|--- | --------------------



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








-3-






|2.5 | Replacement
    of Worn Out or Defaced Certificate or Acknowledgement
|--- | ---------------------------------------------------------------------



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



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



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



|2.6 | Replacement
    of Lost, Stolen or Destroyed Certificate or Acknowledgment
|--- | --------------------------------------------------------------------------



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



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



|(2) | any
    indemnity the directors consider adequate.
|--- | --------------------------------------------------



|2.7 | Splitting
    Share Certificates
|--- | --------------------------------



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



|2.8 | Certificate
    Fee
|--- | -------------------



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



|2.9 | Recognition
    of Trusts
|--- | -------------------------



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



|3. | Issue
    of Shares
|-- | -------------------



|3.1 | Directors
    Authorized
|--- | ------------------------



Subject
to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot,
sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors,
in the manner, on the 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.








-4-








|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
    directors in their discretion have determined that the value of the consideration received by the Company equals or exceeds the issue
    price set for the share under Article 3.1.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3.5 | Share
    Purchase Warrants and Rights
|--- | --------------------------------------



Subject
to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions
as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures,
debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.



|4. | Share
    Registers
|-- | -------------------



|4.1 | Central
    Securities Register
|--- | -------------------------------



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



|4.2 | Closing
    Register
|--- | --------------------



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



|5. | Share
    Transfers
|-- | -------------------



|5.1 | Registering
    Transfers
|--- | -------------------------



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



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



|(2) | if
    a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered
    to the Company; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | if
    a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company
    in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For
the purpose of this Article, delivery or surrender to the agent that maintains the Company’s central securities register or a branch
securities register, if applicable, will constitute receipt by or surrender to the Company.








-5-






|5.2 | Form
    of Instrument of Transfer
|--- | ----------------------------------



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



|5.3 | Transferor
    Remains Shareholder
|--- | ----------------------------------



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



|5.4 | Signing
    of Instrument of Transfer
|--- | -------------------------------------



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



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



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



|5.5 | Enquiry
    as to Title Not Required
|--- | ------------------------------------



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



|5.6 | Transfer
    Fee
|--- | ----------------



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



|6. | Transmission
    of Shares
|-- | --------------------------



|6.1 | Legal
    Personal Representative Recognized on Death
|--- | -----------------------------------------------------



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



|6.2 | Rights
    of Legal Personal Representative
|--- | -------------------------------------------



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








-6-








|7. | Purchase
    of Shares
|-- | ----------------------



|7.1 | Company
    Authorized to Purchase Shares
|--- | -----------------------------------------



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



|7.2 | Purchase
    When Insolvent
|--- | ---------------------------



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



|(1) | the
    Company is insolvent; or
|--- | --------------------------------



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



|7.3 | Sale
    and Voting of Purchased Shares
|--- | ---------------------------------------



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



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



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



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



|8. | Borrowing
    Powers
|-- | --------------------



|8.1 | Power
    to Borrow and Issue Debt Obligations
|--- | ----------------------------------------------



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



|8.2 | Features
    of Debt Obligations
|--- | --------------------------------



Any
bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, or with special privileges
as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting
at general meetings of the Company, appointment of directors or otherwise and may, by their terms, be assignable free from any equities
between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.








-7-






|9. | Alterations
|-- | -----------



|9.1 | Alteration
    of Authorized Share Structure
|--- | --------------------------------------------



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



| | (1) | by
    directors’ resolution or by ordinary resolution, in each case determined by the directors:
| | --- | -------------------------------------------------------------------------------------------------



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



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



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



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



| | 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;
| | -- | -----------------------------------------------------------------------------------------------------------------



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



| | (f) | alter
    the identifying name of any of its shares; or
| | --- | -------------------------------------------------------



|(2) | by
    ordinary resolution otherwise alter its shares or authorized share structure.
|--- | ------------------------------------------------------------------------------------



|9.2 | Special
    Rights or Restrictions
|--- | ----------------------------------



Subject
to the Business Corporations Act, the Company may:



|(1) | by
    directors’ resolution or by ordinary resolution, in each case as determined by the directors, create special rights or restrictions
    for, and attach those special rights or restrictions to, the shares of any class or series of shares, if none of those shares have
    been issued; or vary or delete any special rights or restrictions attached to the shares of any class or series of shares, if none
    of those shares have been issued
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | by
    special resolution of the shareholders of the class or series affected, do any of the acts in (1) above, if any of the shares of
    the class or series of shares have been issued.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9.3 | Change
    of Name
|--- | ------------------



The
Company may by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize an alteration
of its Notice of Articles in order to change its name.



|9.4 | Other
    Alterations
|--- | ---------------------



The
Company, save as otherwise provided by these Articles and subject to the Business Corporations Act, may:



|(1) | by
    directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize alterations to the
    Articles that are procedural or administrative in nature or are matters that pursuant to these Articles are solely within the directors’
    powers, control or authority; and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------










-8-








|(2) | 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 ordinary resolution alter these Articles.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|10. | Meetings
    of Shareholders
|--- | ----------------------------



|10.1 | Annual
    General Meetings
|---- | ---------------------------



Unless
an annual general meeting is deferred or waived in accordance with 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 Article
10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general
meeting.



|10.3 | Calling
    of Meetings of Shareholders
|---- | ---------------------------------------



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



|10.4 | Place
    of Meetings of Shareholders
|---- | -------------------------------------



General
meetings of shareholders may be held at a location outside of British Columbia to be determined and approved by a directors’ resolution.



|10.5 | Meetings
    by Telephone or Other Electronic Means
|---- | ---------------------------------------------------



A
meeting of the Company’s shareholders may be held entirely or in part by means of a telephonic, electronic or other communication
facility that permits all participants to communicate adequately with each other during the meeting, if approved by directors’
resolution prior to the meeting and subject to the Business Corporations Act. Any person participating in a meeting by such means
is deemed to be present at the meeting.



|10.6 | Notice
    for Meetings of Shareholders
|---- | ---------------------------------------



Subject
to Article 10.2, 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 directors’ 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.
|--- | -----------------------



|10.7 | 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;
|--- | -------------------------------------------------------------------








-9-








|(2) | otherwise,
    10 days.
|--- | -----------------------



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



|10.8 | 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.



|10.9 | 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.



|10.10 | Notice
    of Special Business at Meetings of Shareholders
|----- | ----------------------------------------------------------



If
a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:



|(1) | state
    the general nature of the special business; and
|--- | ---------------------------------------------------------



|(2) | if
    the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving
    of effect to any document, have attached to it a copy of the document or state that a copy of the document:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | will
    be available for inspection by shareholders at the Company’s records office, or at such other reasonably accessible location
    in British Columbia as is specified in the notice during statutory business hours on any one or more specified days before the day
    set for the holding of the meeting; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | may
    be available by request from the Company or may be accessible electronically or on a website, as determined by the directors.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



|10.11 | Advance
    Notice for Nomination of Directors.
|----- | -----------------------------------------------



|(1) | If
    and for so long as the Company is a public company, subject only to the Business Corporations Act and these Articles, only
    persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company.
    Nominations of persons for election to the board of directors at any annual meeting of shareholders, or at any special meeting of
    shareholders called for the purpose of electing directors as set forth in the Company’s notice of such special meeting, may
    be made (i) by or at the direction of the board of directors, including pursuant to a notice of meeting, (ii) by or at the direction
    or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations
    Act, or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act or,
    (iii) by any shareholder of the Company (a “Nominating Shareholder”) who, at the close of business on the date
    of the giving of the notice provided for below in this Article 10.11 and on the record date for notice of such meeting, is entered
    in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns
    shares that are entitled to be voted at such meeting, and who complies with the notice procedures set forth in this Article 10.11.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | In
    addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must have given
    timely notice thereof in proper written form to the secretary at the principal executive offices of the Company in accordance with
    this Article 10.11.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








-10-








| | (b) | To
    be timely, a Nominating Shareholder’s notice must be received by the secretary of the Company (i) in the case of an annual
    meeting, not less than 30 days or more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that
    in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the
    first public announcement of the date of the annual meeting was made (the “Meeting Notice Date”), the Nominating
    Shareholder’s notice must be so received not later than the close of business on the 10th day following the Meeting Notice
    Date; and (ii) in the case of a special meeting of shareholders (which is not also an annual meeting) called for the purpose of electing
    directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which
    public announcement of the date of the special meeting is first made. In no event shall the public announcement of an adjournment
    of an annual meeting or special meeting commence a new time period for the giving of a Nominating Shareholder’s notice as described
    in this Article 10.11.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | To
    be in proper written form, a Nominating Shareholder’s notice must set forth: (i) as to each person whom the Nominating Shareholder
    proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the
    principal occupation or employment of the person, (C) the class or series and number of shares of the Company that are owned beneficially
    or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a dissident’s
    proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Actand Applicable Securities Laws; and (ii) as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement,
    understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company and any
    other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular
    in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable
    Securities Laws. The Company may require any proposed nominee to furnish such other information as may reasonably be required by
    the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that
    could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.
    The Nominating Shareholder’s notice must be accompanied by a written consent of each proposed nominee to being named as a nominee
    and to serve as a director if elected.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | No
    person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth in
    this Article 10.11; provided, however, that nothing in this Article 10.11 shall be deemed to preclude a shareholder from discussing
    (as distinct from nominating directors) at a meeting of shareholders any matter in respect of which the shareholder would have been
    entitled to submit a proposal pursuant to the provisions of the Business Corporations Act. The chair of the meeting shall
    have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions
    and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall
    be disregarded.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | For
    purposes of this Article 10.11, (i) “public announcement” shall mean disclosure in a press release disseminated
    by a nationally recognized news service in Canada, or in a document publicly filed by the Company under its profile on the System
    of Electronic Document Analysis and Retrieval at www.sedar.com; and (ii) “Applicable Securities Laws” means
    the applicable securities legislation in each relevant province and territory of Canada, as amended from time to time, the rules,
    regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments,
    policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | Notice
    given to the secretary of the Company pursuant to this Article 10.11 may only be given by personal delivery, facsimile transmission
    or by email (at such email address as stipulated from time to time by the secretary of the Company for purposes of this notice),
    and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address aforesaid)
    or sent by facsimile transmission (provided the receipt of confirmation of such transmission has been received) to the secretary
    at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made
    on a day which is not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery
    or electronic communication shall be deemed to have been on the subsequent day that is a business day.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








-11-








| | (g) | Notwithstanding
    the foregoing, the board may, in its sole discretion, waive any requirement in this Article 10.11.
| | --- | ----------------------------------------------------------------------------------------------------------------------



|11. | Proceedings
    at Meetings of Shareholders
|--- | -------------------------------------------



|11.1 | Special
    Business
|---- | --------------------



At
a meeting of shareholders, the following business is special business:



|(1) | at
    a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the
    conduct of or voting at the meeting;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | at
    an annual general meeting, all business is special business except for the following:
|--- | --------------------------------------------------------------------------------------------



| | (a) | business
    relating to the conduct of or voting at the meeting;
| | --- | -----------------------------------------------------------------



| | (b) | consideration
    of any financial statements of the Company presented to the meeting;
| | --- | --------------------------------------------------------------------------------------



| | (c) | consideration
    of any reports of the directors or auditor;
| | --- | -------------------------------------------------------------



| | (d) | the
    setting or changing of the number of directors;
| | --- | -------------------------------------------------------



| | (e) | the
    election or appointment of directors;
| | --- | ---------------------------------------------



| | (f) | the
    appointment of an auditor;
| | --- | ----------------------------------



| | (g) | the
    setting of the remuneration of an auditor;
| | --- | --------------------------------------------------



| | (h) | business
    arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



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



|11.2 | Special
    Majority
|---- | --------------------



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



|11.3 | Quorum
|---- | ------



Subject
to the special rights or 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 one or more persons present and being, or representing by proxy, two or more shareholders entitled to
attend and vote 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
|--- | --------------------------------------------------------------------------------------










-12-








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



|11.6 | Requirement
    of Quorum
|---- | -------------------------



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



|11.7 | Lack
    of Quorum
|---- | ------------------



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



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



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



|11.8 | Lack
    of Quorum at Succeeding Meeting
|---- | ----------------------------------------



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



|11.9 | Chair
|---- | -----



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



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



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



|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 corporate 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.








-13-








|11.12 | Notice
    of Adjourned Meeting
|----- | -------------------------------



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



|11.13 | Decisions
    by Show of Hands or Poll
|----- | --------------------------------------



Subject
to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless
a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one
shareholder entitled to vote who is present in person or by proxy.



|11.14 | Declaration
    of Result
|----- | -------------------------



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



|11.15 | Motion
    Need Not be Seconded
|----- | -------------------------------



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



|11.16 | Casting
    Vote
|----- | ----------------



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



|11.17 | Manner
    of Taking Poll
|----- | -------------------------



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



|(1) | the
    poll must be taken:
|--- | ---------------------------



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



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



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



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



|11.18 | Demand
    for Poll on Adjournment
|----- | ----------------------------------



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



|11.19 | Chair
    Must Resolve Dispute
|----- | ------------------------------



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








-14-








|11.20 | Casting
    of Votes
|----- | --------------------



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



|11.21 | Demand
    for Poll
|----- | -------------------



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



|11.22 | Demand
    for Poll Not to Prevent Continuance of Meeting
|----- | ---------------------------------------------------------



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



|11.23 | Retention
    of Ballots and Proxies
|----- | ------------------------------------



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



|12. | Votes
    of Shareholders
|--- | -------------------------



|12.1 | Number
    of Votes by Shareholder or by Shares
|---- | -----------------------------------------------



Subject
to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:



|(1) | on
    a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote;
    and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | on
    a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter
    and held by that shareholder and may exercise that vote either in person or by proxy.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|12.2 | Votes
    of Persons in Representative Capacity
|---- | -----------------------------------------------



A
person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy
holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is
a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.



|12.3 | Votes
    by Joint Holders
|---- | --------------------------



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



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



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



|12.4 | Legal
    Personal Representatives as Joint Shareholders
|---- | --------------------------------------------------------



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








-15-








|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 Article 12.5:
|--- | -------------------------------------------------------------



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



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



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



|12.6 | Proxy
    Provisions Do Not Apply to All Companies
|---- | --------------------------------------------------



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



|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 up to two 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 | Proxy
    Holder Need Not Be Shareholder
|---- | ----------------------------------------



|(1) | A
    person who is not a shareholder may be appointed as a proxy holder.
|--- | -------------------------------------------------------------------------



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








-16-








|(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
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(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:



Red
Metal Resources Ltd.
(the “Company”)



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



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



| |                                    
| | -----------------------------------
| |                                    
| | Signed
    [month, day, year]      
| |                                    
| |                                    
| | [Signature
    of shareholder]     
| |                                    
| |                                    
| | [Name
    of shareholder – printed]



|12.13 | Revocation
    of Proxy
|----- | -----------------------



Subject
to Article 12.14, every proxy may be revoked by an instrument in writing that is:



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



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








-17-








|12.14 | Revocation
    of Proxy Must Be Signed
|----- | --------------------------------------



An
instrument referred to in Article 12.13 must be signed as follows:



|(1) | if
    the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his
    or her legal personal representative or trustee in bankruptcy;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | if
    the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a
    representative appointed for the corporation under Article 12.5.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|12.15 | Production
    of Evidence of Authority to Vote
|----- | -----------------------------------------------



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



|13. | Directors
|--- | ---------



|13.1 | Number
    of Directors
|---- | -----------------------



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



|(1) | subject
    to paragraphs (2) and (3), the number of directors that is equal to the number of the Company’s first directors;
|--- | ----------------------------------------------------------------------------------------------------------------------------



|(2) | if
    the Company is a public company, the greater of three and the most recently set of:
|--- | ------------------------------------------------------------------------------------------



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



| | (b) | the
    number of directors set under Article 14.4;
| | --- | ---------------------------------------------------



|(3) | if
    the Company is not a public company, the most recently set of:
|--- | ---------------------------------------------------------------------



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



| | (b) | the
    number of directors set under Article 14.4.
| | --- | ---------------------------------------------------



|13.2 | Change
    in Number of Directors
|---- | ---------------------------------



If
the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):



| | (1) | the
    shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------



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



|13.3 | Directors’
    Acts Valid Despite 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.






-18-










|13.5 | Remuneration
    of Directors
|---- | -----------------------------



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



|13.6 | Reimbursement
    of Expenses of Directors
|---- | ------------------------------------------



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



|13.7 | Special
    Remuneration for Directors
|---- | --------------------------------------



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



|13.8 | Gratuity,
    Pension or Allowance on Retirement of Director
|---- | ------------------------------------------------------------



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



|14. | Election
    and Removal of Directors
|--- | -------------------------------------



|14.1 | Election
    at Annual General Meeting
|---- | --------------------------------------



At
every annual general meeting and in every unanimous resolution contemplated by Article 10.2:



|(1) | the
    shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution
    appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | all
    the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible
    for re-election or re-appointment.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|14.2 | Consent
    to be a Director
|---- | ----------------------------



No
election, appointment or designation of an individual as a director is valid unless:



|(1) | that
    individual consents to be a director in the manner provided for in the Business Corporations Act;
|--- | ----------------------------------------------------------------------------------------------------------



|(2) | that
    individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting,
    to be a director; or
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | with
    respect to first directors, the designation is otherwise valid under the Business Corporations Act.
|--- | ------------------------------------------------------------------------------------------------------------








-19-








|14.3 | Failure
    to Elect or Appoint Directors
|---- | -----------------------------------------



If:



|(1) | the
    Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail
    to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required
    to be held under the Business Corporations Act; or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | the
    shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint
    any directors;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



then
each director then in office continues to hold office until the earlier of:



|(3) | the
    date on which his or her successor is elected or appointed; and
|--- | -----------------------------------------------------------------------



|(4) | the
    date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
|--- | ----------------------------------------------------------------------------------------------------------------------



|14.4 | Places
    of Retiring Directors Not Filled
|---- | -------------------------------------------



If,
at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not
filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue
in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these
Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance
of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles,
the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.



|14.5 | Directors
    May Fill Casual Vacancies
|---- | ---------------------------------------



Any
casual vacancy occurring in the board of directors may be filled by the directors.



|14.6 | Remaining
    Directors Power to Act
|---- | ------------------------------------



The
directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number
set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that
number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the
Business Corporations Act, for any other purpose.



|14.7 | Shareholders
    May Fill Vacancies
|---- | -----------------------------------



If
the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors,
the shareholders may elect or appoint directors to fill any vacancies on the board of directors.



|14.8 | Additional
    Directors
|---- | ------------------------



Notwithstanding
Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint
one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:



|(1) | one-third
    of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed
    their first term of office; or
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | in
    any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this
    Article 14.8.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



Any
director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but
is eligible for re-election or re-appointment.








-20-








|14.9 | Ceasing
    to be a Director
|---- | ----------------------------



A
director ceases to be a director when:



|(1) | the
    term of office of the director expires;
|--- | -----------------------------------------------



|(2) | the
    director dies;
|--- | ----------------------



|(3) | the
    director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
|--- | -------------------------------------------------------------------------------------------------------------------



|(4) | the
    director is removed from office pursuant to Articles 14.10 or 14.11.
|--- | ----------------------------------------------------------------------------



|14.10 | Removal
    of Director by Shareholders
|----- | ---------------------------------------



The
Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders
may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a
director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect,
or appoint by ordinary resolution, a director to fill that vacancy.



|14.11 | Removal
    of Director by Directors
|----- | ------------------------------------



The
directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence,
or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint
a director to fill the resulting vacancy.



|15. | Alternate
    Directors
|--- | -----------------------



|15.1 | Appointment
    of Alternate Director
|---- | -------------------------------------



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



|15.2 | Notice
    of Meetings
|---- | ----------------------



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



|15.3 | Alternate
    for More Than One Director Attending Meetings
|---- | -----------------------------------------------------------



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



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



|(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;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








-21-








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



|15.4 | Consent
    Resolutions
|---- | -----------------------



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



|15.5 | Alternate
    Director Not an Agent
|---- | -----------------------------------



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



|15.6 | Revocation
    of Appointment of Alternate Director
|---- | ---------------------------------------------------



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



|15.7 | Ceasing
    to be an Alternate Director
|---- | ---------------------------------------



The
appointment of an alternate director ceases when:



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



|(2) | the
    alternate director dies;
|--- | --------------------------------



|(3) | the
    alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
|--- | -------------------------------------------------------------------------------------------------------------------------------------



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



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



|15.8 | Remuneration
    and Expenses of Alternate Director
|---- | ---------------------------------------------------



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



|16. | Powers
    and Duties of Directors
|--- | ----------------------------------



|16.1 | Powers
    of Management
|---- | ------------------------



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



|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.








-22-








|17. | Disclosure
    of Interest of Directors
|--- | ---------------------------------------



|17.1 | Obligation
    to Account for Profits
|---- | -------------------------------------



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



|17.2 | Restrictions
    on Voting by Reason of Interest
|---- | ------------------------------------------------



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



|17.3 | Interested
    Director Counted in Quorum
|---- | -----------------------------------------



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



|17.4 | Disclosure
    of Conflict of Interest or Property
|---- | --------------------------------------------------



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



|17.5 | Director
    Holding Other Office in the Company
|---- | ------------------------------------------------



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



|17.6 | No
    Disqualification
|---- | -----------------------



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



|17.7 | Professional
    Services by Director or Officer
|---- | ------------------------------------------------



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



|17.8 | Director
    or Officer in Other Corporations
|---- | ---------------------------------------------



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








-23-








|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 corporate 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 Article 18.4 is deemed for all purposes of the Business Corporations Act and these
Articles to be present at the meeting and to have agreed to participate in that manner.



|18.5 | Calling
    of Meetings
|---- | -----------------------



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



|18.6 | Notice
    of Meetings
|---- | ----------------------



Other
than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting
of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors
by any method set out in Article 24.1 or orally or by telephone.








-24-






|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 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.



|18.11 | Validity
    of Acts Where Appointment Defective
|----- | ------------------------------------------------



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



|18.12 | Consent
    Resolutions in Writing
|----- | ----------------------------------



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



|19. | Executive
    and Other Committees
|--- | ----------------------------------



|19.1 | Appointment
    and Powers of Executive Committee
|---- | -------------------------------------------------



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



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








-25-








|(2) | the
    power to remove a director;
|--- | -----------------------------------



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



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



|19.2 | Appointment
    and Powers of Other Committees
|---- | ----------------------------------------------



The
directors may, by resolution:



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



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



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



| | (b) | the
    power to remove a director;
| | --- | -----------------------------------



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



| | (d) | the
    power to appoint or remove officers appointed by the directors; and
| | --- | ---------------------------------------------------------------------------



|(3) | make
    any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’
    resolution.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



|19.3 | Obligations
    of Committees
|---- | -----------------------------



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



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



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



|19.4 | Powers
    of Board
|---- | -------------------



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



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



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



|(3) | fill
    vacancies in the committee.
|--- | ------------------------------------



|19.5 | Committee
    Meetings
|---- | ----------------------



Subject
to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution,
with respect to a committee appointed under Articles 19.1 or 19.2:



|(1) | the
    committee may meet and adjourn as it thinks proper;
|--- | -----------------------------------------------------------



|(2) | the
    committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting
    is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee
    may choose one of their number to chair the meeting;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








-26-








|(3) | a
    majority of the members of the committee constitutes a quorum of the committee; and
|--- | -----------------------------------------------------------------------------------------



|(4) | questions
    arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality
    of votes, the chair of the meeting does not have a second or casting vote.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|20. | Officers
|--- | --------



|20.1 | Directors
    May Appoint Officers
|---- | ----------------------------------



The
directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate
any such appointment.



|20.2 | Functions,
    Duties and Powers of Officers
|---- | --------------------------------------------



The
directors may, for each officer:



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



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



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



|20.3 | Qualifications
|---- | --------------



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



|20.4 | Remuneration
    and Terms of Appointment
|---- | -----------------------------------------



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



|21. | Indemnification
|--- | ---------------



|21.1 | Definitions
|---- | -----------



In
this Article 21:



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



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



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



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



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








-27-








|21.2 | Mandatory
    Indemnification of Directors and Former Directors
|---- | ---------------------------------------------------------------



Subject
to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company
and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and
the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person
in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the
indemnity contained in this Article 21.2.



|21.3 | Indemnification
    of Other Persons
|---- | ------------------------------------



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



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



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



|21.5 | Company
    May Purchase Insurance
|---- | ----------------------------------



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



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



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



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



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



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



|22. | Dividends
|--- | ---------



|22.1 | Payment
    of Dividends Subject to Special Rights
|---- | --------------------------------------------------



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



|22.2 | Declaration
    of Dividends
|---- | ----------------------------



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



|22.3 | No
    Notice Required
|---- | ----------------------



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



|22.4 | Record
    Date
|---- | ---------------



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








-28-








|22.5 | Manner
    of Paying Dividend
|---- | -----------------------------



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



|22.6 | Settlement
    of Difficulties
|---- | ------------------------------



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



|(1) | set
    the value for distribution of specific assets;
|--- | ------------------------------------------------------



|(2) | determine
    that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made
    to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | vest
    any such specific assets in trustees for the persons entitled to the dividend.
|--- | ---------------------------------------------------------------------------------------



|22.7 | When
    Dividend Payable
|---- | -------------------------



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



|22.8 | Dividends
    to be Paid in Accordance with Number of Shares
|---- | ------------------------------------------------------------



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



|22.9 | Receipt
    by Joint Shareholders
|---- | ---------------------------------



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



|22.10 | Dividend
    Bears No Interest
|----- | ------------------------------



No
dividend bears interest against the Company.



|22.11 | Fractional
    Dividends
|----- | ------------------------



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



|22.12 | Payment
    of Dividends
|----- | ------------------------



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








-29-






|22.13 | Capitalization
    of Surplus
|----- | -----------------------------



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



|23. | Documents,
    Records and Reports
|--- | ----------------------------------



|23.1 | Recording
    of Financial Affairs
|---- | ----------------------------------



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



|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.



|23.3 | Remuneration
    of Auditor
|---- | ---------------------------



The
directors may set the remuneration of the auditor of the Company.



|24. | Notices
|--- | -------



|24.1 | Method
    of Giving Notice
|---- | ---------------------------



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



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



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



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



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



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



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



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



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



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



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








-30-






|(5) | physical
    delivery to the intended recipient.
|--- | ------------------------------------------------



|24.2 | Deemed
    Receipt of Mailing
|---- | -----------------------------



A
record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to
be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.



|24.3 | Certificate
    of Sending
|---- | --------------------------



A
certificate signed by the corporate secretary, if any, or other officer of the Company or of any other corporation acting in that behalf
for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed
or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.



|24.4 | Notice
    to Joint Shareholders
|---- | --------------------------------



A
notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice
to the joint shareholder first named in the central securities register in respect of the share.



|24.5 | Notice
    to Trustees
|---- | ----------------------



A
notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death,
bankruptcy or incapacity of a shareholder by:



|(1) | mailing
    the record, addressed to them:
|--- | ------------------------------------------



| | (a) | by
    name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of
    the bankrupt shareholder or by any similar description; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | at
    the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
| | --- | ------------------------------------------------------------------------------------------------------------------



|(2) | if
    an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might
    have been given if the death, bankruptcy or incapacity had not occurred.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|25. | General
    Signing Authority and Seal
|--- | --------------------------------------



|25.1 | General
    Signing Authority
|---- | -----------------------------



Any:



|(1) | one
    or more directors; or                                      
|--- | -------------------------------------------------------------------
|(2) | one
    or more officers, as may be determined by the directors; or
|(3) | one
    or more persons, as may be determined by the directors;    



are
authorized for and on behalf of and in the name of the Company, to execute and deliver all such deeds, documents, instruments,
agreements and writings and to perform all such other acts and things as such person or persons, in their sole discretion, may consider
necessary or desirable for the purpose of giving effect to the obligations of the Company.



|25.2 | Who
    May Attest Seal
|---- | -----------------------



Except
as provided in Articles 25.3 and 25.4, the Company’s seal, if any, must not be impressed on any record except when that impression
is attested by the signatures of any one or more directors or officers or persons as may be determined by the directors.








-31-








|25.3 | Sealing
    Copies
|---- | ------------------



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



|25.4 | 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 corporate secretary, treasurer, corporate secretary-treasurer, an assistant corporate secretary, an assistant treasurer
or an assistant corporate 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.



|26. | Prohibitions
|--- | ------------



|26.1 | Definitions
|---- | -----------



In
this Article 26:



|(1) | “designated
    security” means:
|--- | --------------------------------



| | (a) | a
    voting security of the Company;
| | --- | -------------------------------------



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



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



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



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



| | (a) | is
    not a debt security, and
| | --- | -------------------------------



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



|26.2 | Application
|---- | -----------



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



|26.3 | Consent
    Required for Transfer of Shares or Designated Securities
|---- | --------------------------------------------------------------------



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