Exhibit 4.2

	
	Mailing Address:
PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3
www.corporateonline.gov.bc.ca
Location:
2nd Floor - 940 Blanshard Street
Victoria BC
1 877 526-1526
Notice of Articles
BUSINESS CORPORATIONS ACT
CERTIFIED COPY
Of a Document filed with the Province of
British Columbia Registrar of Companies
CAROL PREST
This Notice of Articles was issued by the Registrar on: February 15, 2021 12:01 AM Pacific Time
Incorporation Number: BC0903577
Recognition Date and Time: Incorporated on February 22, 2011 11:07 AM Pacific Time
NOTICE OF ARTICLES
Name of Company:
PERPETUA RESOURCES CORP.
REGISTERED OFFICE INFORMATION
Mailing Address:
SUITE 400 - 725 GRANVILLE STREET
P.O. BOX 10325
VANCOUVER BC V7Y 1G5
CANADA
Delivery Address:
SUITE 400 - 725 GRANVILLE STREET
VANCOUVER BC V7Y 1G5
CANADA
RECORDS OFFICE INFORMATION
Mailing Address:
SUITE 400 - 725 GRANVILLE STREET
P.O. BOX 10325
VANCOUVER BC V7Y 1G5
CANADA
Delivery Address:
SUITE 400 - 725 GRANVILLE STREET
VANCOUVER BC V7Y 1G5
CANADA
Page: 1 of 3





	
	DIRECTOR INFORMATION
Last Name, First Name, Middle Name:
Sayer, Laurel
Mailing Address:
2670 EAST GREYSTONE CT.
EAGLE ID 83616
UNITED STATES
Delivery Address:
405 S 8TH STREET #201
BOISE ID 83702
UNITED STATES
Last Name, First Name, Middle Name:
Dean, Robert A.
Mailing Address:
201 W. STATE STREET
BOISE ID 83702
UNITED STATES
Delivery Address:
201 W. STATE STREET
BOISE ID 83702
UNITED STATES
Last Name, First Name, Middle Name:
Deisley, David L.
Mailing Address:
1273 EAST TOMAHAWK DRIVE
SALT LAKE CITY UT 84103
UNITED STATES
Delivery Address:
1273 EAST TOMAHAWK DRIVE
SALT LAKE CITY UT 84103
UNITED STATES
Last Name, First Name, Middle Name:
Robison, Christopher J.
Mailing Address:
1059 COUNTRY CLUB ESTATES DR.
CASTLE ROCK CO 80108
UNITED STATES
Delivery Address:
1059 COUNTRY CLUB ESTATES DR.
CASTLE ROCK CO 80108
UNITED STATES
Last Name, First Name, Middle Name:
Sternhell, Alex
Mailing Address:
27 PRIMROSE ST.
CHEVY CHASE MD 20815
UNITED STATES
Delivery Address:
1201 NEW YORK AVE NW, SUITE 900
WASHINGTON DC 20005
UNITED STATES
Last Name, First Name, Middle Name:
Malmen, Jeff
Mailing Address:
4903 W. ROBERTS RD.
BOISE ID 83705
UNITED STATES
Delivery Address:
4903 W. ROBERTS RD.
BOISE ID 83705
UNITED STATES
Page: 2 of 3





	
	Last Name, First Name, Middle Name:
Papagianis, Chris
Mailing Address:
SUITE 890 - 999 WEST HASTINGS STREET
VANCOUVER BC V6C 2W2
CANADA
Delivery Address:
SUITE 890 - 999 WEST HASTINGS STREET
VANCOUVER BC V6C 2W2
CANADA
Last Name, First Name, Middle Name:
Kim Huh, Marcelo
Mailing Address:
999 WEST HASTINGS STREET
SUITE 890
VANCOUVER BC V6C 2W2
CANADA
Delivery Address:
999 WEST HASTINGS STREET
SUITE 890
VANCOUVER BC V6C 2W2
CANADA
AUTHORIZED SHARE STRUCTURE
1. No Maximum Common Shares Without Par Value
Without Special Rights or
Restrictions attached
___________________________________________________
2. No Maximum First Preferred Shares Without Par Value
With Special Rights or
Restrictions attached
___________________________________________________
3. No Maximum Second Preferred Shares Without Par Value
With Special Rights or
Restrictions attached
___________________________________________________
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Perpetua Resources Corp.


 


Midas Gold Corp.


(the "Company")


 


The Company has as its articles the following
articles.


 


	Full name and signature of each incorporator	 	Date of signing
	 	 	February , 2011
	
    Corey M. Dean

     
	 	
    



 


Incorporation
number: BC0903577


 


Midas Gold Corp.

(the "Company")


 


ARTICLES


 




	1.     Interpretation	2
	2.     Shares and Share Certificates	2
	3.     Issue of Shares	4
	4.     Share Registers	5
	5.     Share Transfers	5
	6.     Transmission of Shares	7
	7.     Purchase of Shares	7
	8.     Borrowing Powers	8
	9.     Alterations	9
	10.   Meetings of Shareholders	10
	11.   Proceedings at Meetings of Shareholders	13
	12.   Votes of Shareholders	17
	13.   Directors	21
	14.   Election and Removal of Directors	23
	15.   Alternate Directors	25
	16.   Powers and Duties of Directors	27
	17.   Interests of Directors and Officers	27
	18.   Proceedings of Directors	29
	19.   Executive and Other Committees	31
	20.   Officers	33
	21.   Indemnification	34
	22.   Dividends	35
	23.   Accounting Records and Auditors	37
	24.   Notices	37
	25.   Seal	39
	26.   Prohibitions	40
	27.   Special Rights and Restrictions	41


 






     


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1.       Interpretation


 


		1.1	Definitions



 


In these Articles,
unless the context otherwise requires:


 


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



 


		(2)	"Business Corporations Act" means 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)	"Interpretation Act" means the Interpretation 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;



 


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



 


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



 


		(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 set out herein. 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 or inconsistency 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 the Business Corporations Act.


 


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		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 or acknowledgment and delivery of a share certificate
or acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient
delivery to all.


 


		2.4	Delivery by Mail



 


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


 


		2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement



 


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


 


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



 


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



 


		2.6	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment



 


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


 


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



 


		(2)	any indemnity the directors consider adequate.



 


		2.7	Splitting Share Certificates



 


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


 


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		2.8	Certificate Fee



 


There must be paid as a fee to the Company for
the issuance of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any, determined by the directors, which must not
exceed the amount prescribed under the Business Corporations Act.


 


		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 required by law or statute or these Articles 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, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the
unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms
and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine.
The issue price for a share with par value must be equal to or greater than the par value of the share.


 


		3.2	Commissions and Discounts



 


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


 


		3.3	Brokerage



 


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


 


		3.4	Conditions of Issue



 


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


 


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



 


(a)       past services
performed for the Company;


 


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(b)       property;


 


(c)       money; and


 


		(2)	the directors in their discretion have determined that the value of the consideration received by the
Company is equal to or greater than 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, convertible debentures and rights upon such terms and conditions as the directors
determine, which share purchase warrants, options, convertible debentures 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 and Any Branch Securities Register



 


As required by and subject to the Business
Corporations Act, the Company must maintain a central securities register and may maintain a branch securities register. The directors
may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register or any branch 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 the Company or the transfer agent or registrar for the class or series of share to be transferred has received:


 


		(1)	a duly signed instrument of transfer in respect of the share;



 


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



 


		(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; and



 


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		(4)	such other evidence, if any, as the Company or the transfer agent or registrar for the class or series
of share to be transferred may require to prove the title of the transferor or the transferor's right to transfer the share, the due signing
of the instrument of transfer and the right of the transferee to have the transfer registered.



 


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


 


		5.2	Form of Instrument of Transfer



 


The instrument of transfer in respect of any share
of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form acceptable to
the Company or its transfer agent, if any.


 


		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.


 


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		5.6	Transfer Fee



 


There must be paid as a fee 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 of the shareholder, or, in the case of shares registered in the shareholder's name and the name of another person
in joint tenancy, 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 of the shareholder, the directors may require a
declaration of transmission made by the legal personal representative stating the particulars of the transmission, 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 of a shareholder
has the same rights, privileges and obligations with respect to the shares as were held by the shareholder, including the right to transfer
the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors
have been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares
registered in the shareholder's name and the name of another person in joint tenancy.


 


7.       Purchase
of Shares


 


		7.1	Company Authorized to Purchase Shares



 


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


 


		7.2	Purchase When Insolvent



 


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


 


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		7.3	Redemption of Shares



 


If the Company proposes to redeem some but not
all of the shares of any class, the Directors may, subject to any special rights and restrictions attached to such class of shares, determine
the manner in which the shares to be redeemed shall be selected.


 


		7.4	Sale and Voting of Purchased Shares



 


If the Company retains a share which it has redeemed,
purchased or otherwise acquired, 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	Powers of the Company



 


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 the directors 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       Bonds,
Debentures, Debt


 


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.


 


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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 as 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 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:



 


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



 


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



 


		(f)	alter the identifying name of any of its shares; and



 


		(2)	by ordinary resolution otherwise alter its shares or authorized share structure;



 


and, if applicable,
alter its Notice of Articles and, if applicable, alter its Articles accordingly.


 


		9.2	Special Rights and 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; and



 


		(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, 



 


and alter its Notice
of Articles and Articles accordingly.


 


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		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 and may, by directors' resolution or ordinary resolution, in each case as determined by the directors, adopt or change any translation
of that 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



 


		(2)	if the Business Corporations Act does not specify the type of resolution and these Articles do
not specify another type of resolution, 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 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.


 


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	10.3	Calling of Meetings of Shareholders



 


The directors may, at any time, call a meeting
of shareholders.


 


	10.4	Location of Meetings of Shareholders




 


A meeting of the Company may be held:


 


		(1)	in the Province of British Columbia;



 


		(2)	at another location outside British Columbia if that location is:



 


		(a)	approved by resolution of the directors before the meeting is held; or



 


		(b)	approved in writing by the Registrar of Companies before the meeting is held.



 


		10.5	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 (including, without limitation, any notice specifying the intention
to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider
approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of
a general meeting, class meeting or series meeting), 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.



 


	10.6	Notice of Resolution to which Shareholders May Dissent




 


The Company must send to each of its shareholders,
whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders
to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of
dissent together with a copy of the proposed resolution at least the following number of days before the meeting:


 


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



 


		(2)	otherwise, 10 days.



 


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		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;



 


		(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 of shareholders 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 that entitlement or may
agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of
the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called.


 


	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 or a circular prepared in connection with the meeting must:


 


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



 


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		(2)	if the special business includes considering, approving, ratifying, adopting or authorizing any document
or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document
will be available for inspection by shareholders:



 


		(a)	at the Company's records office, or at such other reasonably accessible location in British Columbia as
is specified in the notice ; and



 


		(b)	during statutory business hours on any one or more specified days before the day set for the holding of
the meeting.



 


	11.	Proceedings at Meetings of Shareholders




 


		11.1	Special Business



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


		(e)	the election or appointment of directors;



 


		(f)	the appointment of an auditor;



 


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



 


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



 


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



 


		11.2	Special Majority



 


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


 


		11.3	Quorum



 


Subject to the special rights and restrictions
attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two
shareholders present in person or represented by proxy representing at least 10% of the shares entitled to be voted.


 


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		11.4	Persons Entitled to Attend Meeting



 


In addition to those persons who are entitled
to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if
any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company, any persons invited
to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Business
Corporations Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, 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 proxyholder entitled
to vote at the meeting.


 


		11.5	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.


 


		11.6	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.



 


		11.7	Lack of Quorum at Succeeding Meeting



 


If, at the meeting to which the meeting referred
to in Article 11.6(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 shall
constitute a quorum.


 


		11.8	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.



 


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		11.9	Selection of Alternate Chair



 


If, at any meeting of shareholders, there is no
chair of the board or president willing to act as chair of the meeting or present within 15 minutes after the time set for holding the
meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that
they will not be present at the meeting, the directors present must choose a director, officer or corporate counsel to be chair of the
meeting or if none of the above persons are present or if they decline to take the chair, 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.


 


		11.10	Adjournments



 


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


 


		11.11	Notice of Adjourned Meeting



 


It is not necessary to give any notice of an adjourned
meeting of shareholders 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.


 


		11.12	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 any shareholder entitled to vote who is present in
person or by proxy.


 


		11.13	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 11.12, conclusive evidence without proof
of the number or proportion of the votes recorded in favour of or against the resolution.


 


		11.14	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.


 


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		11.15	Casting Vote



 


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


 


		11.16	Manner of Taking Poll



 


Subject to Article 11.17, 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.



 


		11.17	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.


 


		11.18	Chair Must Resolve Dispute



 


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


 


		11.19	Casting of Votes



 


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


 


		11.20	No Demand for Poll on Election of Chair



 


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


 


		11.21	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.


 


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		11.22	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 proxy holder 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 of shareholders, 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 of shareholders, 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 registered
in respect of that share.


 


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		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 be received:



 


		(a)	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 any adjourned meeting; or



 


		(b)	by the chair of the meeting at the meeting or adjourned meeting or by a person designated by the chair
of the meeting or adjourned 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. Notwithstanding the
foregoing, a corporation that is a shareholder may appoint a proxy holder.


 


		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 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.


 


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		12.8	Alternate Proxy Holders



 


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


 


		12.9	When Proxy Holder Need Not Be Shareholder



 


A person must not be appointed as a proxy holder
unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:


 


		(1)	the person appointing the proxy holder is a corporation or a representative of a corporation appointed
under Article 12.5;



 


		(2)	the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder
entitled to vote at the meeting; or



 


		(3)	the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy
holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder
is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.



 


		12.10	Deposit of Proxy



 


A proxy for a meeting of shareholders must:


 


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



 


		(2)	unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair
of the meeting or any adjourned meeting or by a person designated by the chair of the meeting or adjourned 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 or any adjourned meeting at which the proxy is to be used; or



 


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		(2)	at the meeting or any adjourned meeting by the chair of the meeting or adjourned meeting, before any vote
in respect of which the proxy has been given or has been taken.



 


		12.12	Form of Proxy



 


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


 


[name of company]

(the "Company")


 


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


 


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


 


	 	 
	 	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 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 or any adjourned meeting at which the proxy is to be used; or



 


		(2)	at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any
vote in respect of which the proxy has been given has been taken.



 


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		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	First Directors; Number of Directors



 


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


 


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



 


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



 


		(a)	the number of directors elected 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 elected 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, subject to Article 14.8, may appoint,
or the shareholders may elect or appoint, directors to fill those vacancies.



 


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		13.3	Directors' Acts Valid Despite Vacancy



 


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


 


		13.4	Qualifications of Directors



 


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


 


		13.5	Remuneration of Directors



 


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


 


		13.6	Reimbursement of Expenses of Directors



 


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


 


		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 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.


 


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	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)	those directors whose term of office expires at the annual general meeting 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.



 


		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)	when his or her successor is elected or appointed; and



 


		(4)	when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.



 


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		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 calling 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.


 


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		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.


 


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		15.3	Alternate for More Than One Director Attending Meetings



 


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


 


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



 


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



 


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



 


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



 





		15.4	Consent 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



 


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		(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.


 


17.Interests of Directors and Officers


 


		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.


 


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		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.


 


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Black LLP


 





     


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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 or if designated by the chair, the president, a director or other
officer; or



 


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



 


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



 


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



 


		18.4	Meetings by Telephone or Other Communications Medium



 


A director may participate in a meeting of the
directors or of any committee of the directors:


 


		(1)	in person;



 


		(2)	by telephone; or



 


		(3)	with the consent of all directors who wish to participate in the meeting, by other communications medium;



 


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 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.


 


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		18.5	Calling of Meetings



 


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


 


		18.6	Notice of Meetings



 


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


 


		18.7	When Notice Not Required



 


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


 


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



 


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



 


		18.8	Meeting Valid Despite Failure to Give Notice



 


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


 





		18.9	Waiver of Notice of Meetings



 


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


 


		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 or, if the number
of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.


 


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		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 may be passed without a meeting:


 


		(1)	in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or



 


		(2)	in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed
that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in
writing to the resolution.



 


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


 


19.Executive and Other Committees


 


		19.1	Appointment and Powers of Executive Committee



 


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


 


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



 


		(2)	the power to remove a director;



 


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



 


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		(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 and in such manner and form 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.



 


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		19.5	Committee Meetings



 


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


 


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



 


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



 


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



 


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



 


20.       Officers


 


		20.1	Directors May Appoint Officers



 


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


 


		20.2	Functions, Duties and Powers of Officers



 


The directors may, for each officer:


 


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



 


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



 





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



 


		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.


 


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		20.4	Remuneration and Terms of Appointment



 


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


 


21.Indemnification


 


		21.1	Definitions



 


In this Article 21:


 


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



 


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



 


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



 


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



 


		(3)	"expenses" has the meaning set out in the Business Corporations Act.



 


		21.2	Mandatory Indemnification of Eligible Parties



 


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



 


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


 


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		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 or, if applicable, any former Companies
Act or former 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.


 


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		22.5	Manner of Paying Dividend



 


A resolution declaring a dividend may direct payment
of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or
other securities of the Company or any other corporation, 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 money in substitution for all or any part of the specific assets to which any shareholders
are entitled may be paid to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and



 


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



 


		22.7	When Dividend Payable



 


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


 


		22.8	Dividends to be Paid in Accordance with Number of Shares



 


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


 


		22.9	Receipt by Joint Shareholders



 


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


 


		22.10	Dividend Bears No Interest



 


No dividend bears interest against the Company.


 





		22.11	Fractional Dividends



 


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


 


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		22.12	Payment of Dividends



 


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


 


		22.13	Capitalization of Retained Earnings or Surplus



 


Notwithstanding anything contained in these Articles,
the directors may from time to time capitalize any retained earnings or 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 retained earnings or surplus so
capitalized or any part thereof.


 


		23.	Accounting
                                            Records and Auditors



 


		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 Auditors



 


The directors may set the remuneration of the
auditors. If the directors so decide, the remuneration of the auditors will be determined by the shareholders.


 


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		24.	Notices



 




MIDAS
GOLD CORP.

(the "Company")


 


AMENDMENT TO THE ARTICLES OF THE COMPANY



EFFECTED ON MAY 14, 2013


 


Pursuant to
section 42(2)(a)(iv) of the British Columbia Business Corporations Act, the following is an extract of an ordinary resolution of
the shareholders of the Company passed at the annual general and special meeting of the shareholders of the Company held on May 14, 2013
(the "Meeting"), approving an amendment to the Company's Articles as set out herein. This extract is attached to the Articles
of the Company and was received for deposit at the Company's records office on May 14, 2013, the effective date of the amendment.


 


The undersigned, Liz Caridi, Secretary of the
Meeting and Corporate Secretary of the Company, hereby certifies that the following is a true and complete copy of an ordinary resolution
of the shareholders of the Company passed at the Meeting:


 


"UPON MOTION IT WAS RESOLVED that:


 


		1.	the amendments to the Company's Articles, as set forth in Schedule "A" to the Company's Information
Circular dated April 15, 2013 be and is hereby authorized and approved; and



 


		2.	any one director or officer of the Company is hereby authorized and directed to carry out any act for
and on behalf of the Company and to execute and deliver such deeds, documents and other instruments in writing as he in his discretion
may consider necessary for the purpose of giving effect to these resolutions and to do all such other acts and things as such director
or officer may determine to be necessary or advisable to give effect to the intent of these resolutions."



 


Schedule "A" to the Company's Management
Information Proxy Circular states that the Company's Articles will be amended by deleting each of Article 24.1 and Article 24.2 in their
entirety and substituting the following in its respective place:


 


"24.1Method
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;


 






     


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


 


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


 


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


 


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


 


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


 


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


 


(5)       making
the record available for public electronic access in accordance with the procedures referred to as "notice-and-access" under
National Instrument 54-101 and National Instrument 51-102, as applicable, of the Canadian Securities Administrators, or in accordance
with any similar electronic delivery or access method permitted by applicable securities legislation from time to time; or


 


(6)       physical
delivery to the intended recipient."; 


 


and


 


"24.2      Deemed Receipt


 


A notice, statement, report
or other record that is:


 


(1)       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;


 


(2)       faxed
to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was
faxed on the day it was faxed; and


 


(3)       e-mailed
to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it
was e-mailed on the date it was e-mailed; and


 


(4)       made
available for public electronic access in accordance with the "notice-and-access" or similar delivery procedures referred to
in Article 24.1(5) is deemed to be received by a person on the date it was made available for public electronic access."


 


DATED this 14th
day of May, 2013


 





	/s/ Liz Caridi 	 
	Liz
    Caridi, Corporate Secretary	 



 



     


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		24.3	Certificate of Sending



 


A certificate signed by the secretary, if any,
or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement,
report or other record was sent in accordance with 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 such record to the joint shareholder first named in the central
securities register in respect of the share.


 


		24.5	Notice to Legal Personal Representatives and 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.



 


24.6       Undelivered
Notices


 


If on two consecutive occasions, a notice, statement,
report or other record is sent to a shareholder pursuant to Article 24.1 and on each of those occasions any such record is returned because
the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder
informs the Company in writing of his or her new address.


 


		25.	Seal



 


		25.1	Who May Attest Seal



 


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


 


		(1)	any two directors;



 


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		(2)	any officer, together with any director;



 


		(3)	if the Company only has one director, that director; or



 


		(4)	any one or more directors or officers or persons as may be determined by the directors.



 


		25.2	Sealing Copies



 


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


 


		25.3	Mechanical Reproduction of Seal



 


The directors may authorize the seal to be impressed
by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from
time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether
in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance
with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the
person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities
one or more unmounted dies reproducing the seal and such persons as are authorized under Article 25.1 to attest the Company's seal 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);



 


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		(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.


 


27.       Special
Rights and Restrictions


 


27.1       The
First Preferred Shares as a class shall have attached thereto the following rights, privileges, restrictions and conditions:


 


		27.1(a)	Issuance in Series: First Preferred Shares may at any time and from time to time be issued
in one or more series. The directors may from time to time by resolution of the directors passed before the issue of any First Preferred
Shares of any particular series, alter the Notice of Articles of the Company to fix the number of First Preferred Shares of any particular
series, alter the Notice of Articles of the Company to fix the number of First Preferred Shares in, and to determine the designation of the First
Preferred Shares of, that series and alter the Notice of Articles or the Articles to create, define and attach special rights and restrictions
to the First Preferred Shares of that series including, but without in any way limiting or restricting the generality of the foregoing,
the rate or amount of dividends, whether cumulative, non-cumulative or partially cumulative; the dates, places and currencies of payment
thereof; the consideration for, and the terms and conditions of, any purchase for cancellation or redemption thereof, including redemption
after a fixed term or at a premium; conversion or exchange rights or rights of retraction (provided that any such conversion or exchange
rights or rights of retraction shall be in accordance with the provisions existing at the time of creation of such series relating to
conversion, exchange, or retraction as prescribed by the policies of any stock exchange on which the shares of the Company are then listed);
the terms and conditions of any share purchase plan or sinking fund, and voting rights and restrictions; but no special right or restriction
so created, defined or attached shall contravene the provisions of subclauses (b) and (c) of this Article 27.1.



 


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		27.1 (b)	 Ranking of First Preferred
Shares: The First Preferred Shares shall, with respect to the payment of dividends and the distribution of assets in the event
of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the
assets of the Company among its shareholders for the purpose of winding up its affairs, rank on a parity with the First Preferred Shares
of every other series and be entitled to preference over the Second Preferred Shares, the Common Shares and the shares of any other class
ranking junior to the First Preferred Shares. The First Preferred Shares shall also be entitled to such other preferences, not inconsistent
with these provisions, over the Second Preferred Shares, the Common Shares and the shares of any other class ranking junior to the First
Preferred Shares or as may be fixed in accordance with Article 27.1(a).



 


		27.1(c)	Voting Rights: Holders of First Preferred Shares shall be entitled to receive notice of
and to attend all annual and special meetings of shareholders of the Company, except for meetings at which any holders of a specified
class or series are entitled to vote, and to one vote in respect of each First Preferred Share held at all such meetings.



 


	27.2	The Second Preferred Shares as a class shall have attached thereto
the following rights, privileges, restrictions and conditions:



 


		27.2(a)	Issuance in Series: Second Preferred Shares may at any time and from time to time be issued
in one or more series. The directors may from time to time by resolution of the directors passed before the issue of any Second Preferred
Shares of any particular series, alter the Notice of Articles of the Company to fix the number of Second Preferred Shares of any particular
series, alter the Notice of Articles of the Company to fix the number of Second Preferred Shares in, and to determine the designation
of the Second Preferred Shares of, that series and alter the Notice of Articles or the Articles to create, define and attach special rights
and restrictions to the Second Preferred Shares
of that series including, but without in any way limiting or restricting the generality of the foregoing, the rate or amount of dividends,
whether cumulative, non-cumulative or partially cumulative; the dates, places and currencies of payment thereof; the consideration for,
and the terms and conditions of, any purchase for cancellation or redemption thereof, including redemption after a fixed term or at a
premium; conversion or exchange rights or rights of retraction (provided that any such conversion or exchange rights or rights of retraction
shall be in accordance with the provisions existing at the time of creation of such series relating to conversion, exchange, or retraction
as prescribed by the policies of any stock exchange on which the shares of the Company are then listed); the terms and conditions of any
share purchase plan or sinking fund, and voting rights and restrictions; but no special right or restriction so created, defined or attached
shall contravene the provisions of subclauses (b) and (c) of this Article 27.2.



 


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		27.2(b)	Ranking of Second Preferred Shares: The Second
Preferred Shares shall, with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution
or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its
shareholders for the purpose of winding up its affairs, rank on a parity with the Second Preferred Shares of every other series and be
entitled to preference over the Common Shares and the shares of any other class ranking junior to the Second Preferred Shares. The Second
Preferred Shares shall also be entitled to such other preferences, not inconsistent with these provisions, over the Common Shares and
the shares of any other class ranking junior to the Second Preferred Shares as may be fixed in accordance with Article 27.2(a).



 


		27.2(c)	Voting Rights: Holders of Second Preferred Shares shall not be entitled as such to vote
at, any general meeting of shareholders of the Company. Holders of Second Preferred Shares shall be given notice of and be invited to
attend meetings of voting shareholders of the Company.



 


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Black LLP