Exhibit 4.1


 


Incorporation Number: BC088667
I


 


Altered to
reflect change of name and


changes to authorized share structure pursuant


to plan of arrangement effective 12:0 l a.m.


(Vancouver time)
on February 27, 2020


 


MIND MEDICINE (MINDMED) INC.


(formerly Broadway Gold Mining
Ltd.)


(the “company”)


 


ARTICLES


 


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



 


		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 an enactment. If there
is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating
to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term
in these Articles. If there is a conflict 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, and be signed as required by, the Business Corporations Act.


 


		2.3	Shareholder Entitled to Certificate or Acknowledgment



 


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


 


		2.8	Certificate Fee



 


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


 


		2.9	Recognition of Trusts



 


Except as
required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the
Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial
interest in any share or fraction of a share or (except as 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;
		(b)	property;
		(c)	money; and



 



		(2)	the value of the consideration received by the Company equals or exceeds the issue
price set for the share under Article 3.I .



 


		3.5	Share Purchase Warrants and Rights



 


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


 


		4.	Share Registers



 


		4.1	Central Securities Register



 


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


 


		4.2	Closing Register



 


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


 


		5.	Share Transfers



 


		5.1	Registering Transfers



 


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



 






     


     


    

 


		5.2	Form of Instrument of Transfer



 


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


 


		5.3	Transferor Remains Shareholder



 


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


 


		5.4	Signing of Instrument of Transfer



 


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


 


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



 


		5.5	Enquiry as to Title Not Required



 


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


 


		5.6	Transfer Fee



 


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


 


		6.	Transmission of Shares



 


		6.1	Legal Personal Representative Recognized on Death



 


In case of
the death of a shareholder, the legal personal representative 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
a shareholder, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters
of administration or such other evidence or documents as the directors consider appropriate.


 


		6.2	Rights of Legal Personal Representative



 


The
legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the
shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business
Corporations Act and the directors have been deposited with the Company. 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 the directors, purchase 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 or otherwise acquire any of its shares if there are reasonable grounds
for believing that:


 


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



 


		7.3	Sale and Voting of Purchased Shares



 


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


 


		(1)	is not entitled to vote the share at a meeting of its shareholders;
		(2)	must not pay a dividend in respect of the share; and
		(3)	must not make any other distribution in respect of the share.



 


		8.	Borrowing Powers



 


The Company, if authorized by the directors,
may:


 


		(1)	borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
		(2)	issue bonds, debentures and other debt obligations either outright or as security
for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider
appropriate;
		(3)	guarantee the repayment of money by any other person or the performance of any obligation
of any other person; and
		(4)	mortgage, charge, whether by way of specific or floating charge, grant a security
interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.



 


		9.	Alterations



 


		9.1	Alteration of Authorized Share Structure



 


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


 


		(1)	create one or more classes or series of shares or, if none of the shares of a class
or series of shares are allotted or issued, eliminate that class or series of shares;
		(2)	increase, reduce or eliminate the maximum number of shares that the Company is authorized
to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any
class or series of shares for which no maximum is established;



 






     


     


    

 


		(3)	subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
		(4)	if the Company is authorized to issue shares of a class of shares with par value:



 



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



 



		(5)	change all or any of its unissued, or fully paid issued, shares with par value
into shares without par value or any of its unissued shares without par value into shares with par value;
		(6)	alter the identifying name of any of its shares; or
		(7)	otherwise alter its shares or authorized share structure when required or permitted
to do so by the Business Corporations Act;



 


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


 


		9.2	Special Rights and Restrictions



 


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


 


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



 


and alter its Articles and Notice of Articles accordingly.


 


		9.3	Change of Name



 


The Company
may by ordinary resolution or directors’ resolution or special resolution authorize an alteration of its Notice of Articles in order
to change its name or to adopt a new company name.


 


		9.4	Other Alterations



 


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


 


		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.


 


		10.3	Calling of Meetings of Shareholders



 


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


 






     


     


    

 


		10.4	Notice for Meetings of Shareholders



 


The Company
must send notice of the date, time and location of any meeting of shareholders (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 of
a general meeting, class meeting or series meeting or to consider approving the adoption of an amalgamation agreement, the approval of
an amalgamation into a foreign jurisdiction or the approval of an arrangement), in the manner provided in these Articles, or in such other
manner,


 


if any, as may
be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to
attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following
number of days before the meeting:


 


		(1)	if and for so long as the Company is a public company, 21 days;
		(2)	otherwise, 10 days.



 


		10.4	A 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 and 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.



 


		10.5	Record Date for Notice



 


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


 


		(1)	if and for so long as the Company is a public company, 21 days;
		(2)	otherwise, 10 days.



 


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


 


		10.6	Record Date for Voting



 


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


 






     


     


    

 


		10.7	Failure to Give Notice and Waiver of Notice



 


The
accidental omission to send notice of any meeting 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.


 


		10.8	Notice of Special Business at Meetings of Shareholders



 


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


 


		(1)	state the general nature of the special business; and
		(2)	if the special business includes considering, approving, ratifying, adopting or
authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that
a copy of the document 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 and to Article 11.4, the quorum for the transaction
of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at
least 5% of the issued shares entitled to be voted at the meeting.


 






     


     


    

 


		11.4	One Shareholder May Constitute Quorum



 


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


 


		(1)	the quorum is one person who is, or who represents by proxy, that shareholder,
and
		(2)	that shareholder, present in person or by proxy, may constitute the meeting.



 


		11.5	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 proxy holder entitled to vote at the meeting.


 


		11.6	Requirement of Quorum



 


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


 


		11.7	Lack of Quorum



 


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


 


		(1)	in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
		(2)	in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the
next week at the same time and place.



 


		11.8	Lack of Quorum at Succeeding Meeting



 


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


 


		11.9	Chair



 


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


 


		(1)	the chair of the board, if any; or
		(2)	if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.
	 	(3)	 



 




		11.10	Selection of Alternate Chair



 


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


 






     


     


    

 


		11.11	Adjournments



 


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


 


		11.12	Notice of Adjourned Meeting



 


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


 


		11.13	Decisions by Show of Hands or Poll



 


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


 


		11.14	Declaration of Result



 


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


 


		11.15	Motion Need Not be Seconded



 


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


 


		11.16	Casting Vote



 


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


 


		11.17	Manner of Taking Poll



 


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


 


		(1)	the poll must be taken:



 



		(a)	at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs;
and
		(b)	in the manner, at the time and at the place that the chair of the meeting directs;



 



		(2)	the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
		(3)	the demand for the poll may be withdrawn by the person who demanded it.



 


		11.18	Demand for Poll on Adjournment



 


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


 






     


     


    

 


		11.19	Chair Must Resolve Dispute



 


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


 


		11.20	Casting of Votes



 


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


 


		11.21	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.


 


		11.22	Demand for Poll Not to Prevent Continuance of Meeting



 


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


 


		11.23	Retention of Ballots and Proxies



 


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


 


		12.	Votes of Shareholders



 


		12.1	Number of Votes by Shareholder or by Shares



 


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


 


		(1)	on a vote by show of hands, every person present who is a shareholder or proxy holder
and entitled to vote on the matter has one vote; and
		(2)	on a poll, every shareholder entitled to vote on the matter has one vote in respect
of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.



 


		12.2	Votes of Persons in Representative Capacity



 


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


 


		12.3	Votes by Joint Holders



 


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


 


		(1)	any one of the joint shareholders may vote at any meeting 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.


 


		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)	at the meeting or any adjourned meeting, by the chair of 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.


 


		12.6	Proxy Provisions Do Not Apply to All Companies



 


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


 


		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 one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent
and with the powers conferred by the proxy.


 


		12.8	Alternate Proxy Holders



 


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


 






     


     


    

 


		12.9	When Proxy Holder Need Not Be Shareholder



 


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


 


		(1)	the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;
		(2)	the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder
entitled to vote at the meeting; or
		(3)	the shareholders present in person or by proxy at and entitled to vote at the meeting for which the
proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder
is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.



 


		12.10	Deposit of Proxy



 


A proxy for
a meeting of shareholders must:


 


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



 


		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 any adjourned
meeting, before any vote in respect of which the proxy has been given has been taken.



 


		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 set by ordinary resolution (whether or not previous notice of the resolution
was given); and
		(b)	the number of directors set under Article 14.4;



 



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



 



		(a)	the number of directors set by ordinary resolution (whether or not previous notice of the resolution
was given); and
		(b)	the number of directors set under Article 14.4.



 


		13.2	Change in Number of Directors



 


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


 


		(1)	the shareholders may elect or appoint the directors needed to fill any vacancies
in the board of directors up to that number;
		(2)	subject to Article 14.8, if the shareholders do not elect or appoint the directors
needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors
may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.



 






     


     


    

 


		13.3	Directors’ Acts Valid Despite Vacancy



 


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


 


		13.4	Qualifications of Directors



 


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


 


		13.5	Remuneration of Directors



 


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


 


		13.6	Reimbursement of Expenses of Directors



 


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


 


		13.7	Special Remuneration for Directors



 


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


 


		13.8	Gratuity, Pension or Allowance on Retirement of Director



 


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


 


		14.	Election and Removal of Directors



 


		14.1	Election at Annual General Meeting



 


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


 


		(1)	the shareholders entitled to vote at the annual general meeting for the election
of directors are entitled to elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors
for the time being set under these Articles; and
		(2)	all the directors cease to hold office immediately before the election or appointment
of directors under paragraph (I), 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.



 


		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.


 


		14.9	Ceasing to be a Director



 


A director ceases to be a director
when:


 


		(1)	the term of office of the director expires;
		(2)	the director dies;
		(3)	the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company;
or
		(4)	the director is removed from office pursuant to Articles 14.10 or 14.11.



 


		14.10	Removal of Director by Shareholders



 


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


 


		14.11	Removal of Director by Directors



 


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


 


		15.	Alternate Directors



 


		15.1	Appointment of Alternate Director



 


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


 


		15.2	Notice of Meetings



 


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


 


		15.3	Alternate for More Than One Director Attending Meetings



 


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


 


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



 






     


     


    

 


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



 


		15.4	Consent Resolutions



 


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


 


		15.5	Alternate Director Not an Agent



 


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


 


		15.6	Revocation of Appointment of Alternate Director



 


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


 


		15.7	Ceasing to be an Alternate Director



 


The appointment of an alternate director
ceases when:


 


		(1)	his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;
		(2)	the alternate director dies;
		(3)	the alternate director resigns as an alternate director by notice in writing provided
to the Company or a lawyer for the Company;
		(4)	the alternate director ceases to be qualified to act as a director; or
		(5)	his or her appointor revokes the appointment of the alternate director.



 


		15.8	Remuneration and Expenses of Alternate Director



 


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


 


		16.	Powers and Duties of Directors



 


		16.1	Powers of Management



 


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


 


		16.2	Appointment of Attorney of Company



 


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


 






     


     


    

 


		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.


 


		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.


 


		18.	Proceedings of Directors



 


		18.1	Meetings of Directors



 


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


 


		18.2	Voting at Meetings



 


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


 


		18.3	Chair of Meetings



 


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


		(1)	the chair of the board, if any;
		(2)	in the absence of the chair of the board, the president, if any, if the president is a director; or
	 	(3)	any other director chosen by the directors if:



 


		(a)	neither the chair of the board nor the president, if a director, is present at the meeting within 15
minutes after the time set for holding the meeting;
		(b)	neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
		(c)	the chair of the board and the president, if a director, have advised the secretary, if any, or any other
director, that they will not be present at the meeting.



 


		18.4	Meetings by Telephone or Other Communications Medium



 


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


 


		(1)	in person;
		(2)	by telephone; or
		(3)	with the consent of all the directors, by some 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.


 


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.


 


		18.5	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.


 






     


     


    

 


		18.6	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.



 


		18.7	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.


 


		18.8	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 alternative director at a meeting of the 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.


 


		18.9	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
two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.


 


		18.10	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.


 


		18.11	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
		(4)	such other powers, if any, as may be set out in the resolution or any subsequent
directors’ resolution.



 


		19.2	Appointment and Powers of Other Committees



 


The directors
may, by resolution:


 


		(1)	appoint one or more committees (other than the executive committee) consisting
of the director or directors that they consider appropriate;
		(2)	delegate to a committee appointed under paragraph (1) any of the directors’
powers, except:



		(a)	the power to fill vacancies in the board of directors;
		(b)	the power to remove a director;
		(c)	the power to change the membership of, or fill vacancies in, any committee of the directors; and
		(d)	the power to appoint or remove officers appointed by the directors; and



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



 


		19.3	Obligations of Committees



 


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


 


		(1)	conform to any rules that may from time to time be imposed on it by the directors; and
		(2)	report every act or thing done in exercise of those powers at such times as the
directors may require.



 


		19.4	Powers of Board



 


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


 


		(1)	revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before
such revocation, alteration or overriding;
		(2)	terminate the appointment of, or change the membership of, the committee; and
		(3)	fill vacancies in the committee.



 






     


     


    

 


		19.5	Committee Meetings



 


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


 


		(1)	the committee may meet and adjourn as it thinks proper;
		(2)	the committee may elect a chair of its meetings but, if no chair of a meeting is
elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the
directors present who are members of the committee may choose one of their number to chair the meeting;
		(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 a managing director must be a director.
Any other officer need not be a director.


 


		20.4	Remuneration and Terms of Appointment



 


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


 


		21.	Indemnification



 


		21.1	Definitions



 


In this Article 21:


 


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



 






     


     


    

 


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



 



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



 


		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 of Other Persons



 


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


 


		21.4	Non-Compliance with Business Corporations Act



 


The failure
of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles 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.


 


		22.5	Manner of Paying Dividends



 


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 cash payments in substitution for all or any part of the specific
assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the
rights of all parties; and
		(3)	vest any such specific assets in trustees for the persons entitled to the dividend.



 


		22.7	When Dividend Payable



 


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


 


		22.8	Dividends to be Paid in Accordance with Number of Shares



 


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


 


		22.9	Receipt by Joint Shareholders



 


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


 


		22.10	Dividend Bears No Interest



 


No dividend bears interest against
the Company.


 


		22.11	Fractional Dividends



 


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


 


		22.12	Payment of Dividends



 


Any
dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person
to whom it is sent, and mailed to the 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 Auditor



 


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


 


		24.	Notices



 


		24.1	Method of Giving Notice



 


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


 


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



		(a)	for a record mailed to a shareholder, the shareholder’s registered address;
		(b)	for a record mailed to a director or officer, the prescribed address for mailing
shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending
of that record or records of that class;
		(c)	in any other case, the mailing address of the intended recipient;



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



		(a)	for a record delivered to a shareholder, the shareholder’s registered address;
		(b)	for a record delivered to a director or officer, the prescribed address for delivery
shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending
of that record or records of that class;
		(c)	in any other case, the delivery address of the intended recipient;



		(3)	sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
		(3)	sending the record by e-mail to the e-mail address provided by the intended recipient
for the sending of that record or records of that class;
		(4)	physical delivery to the intended recipient.



 






     


     


    

 


		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 day it was e- mailed.



 


		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 (l)(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 any record
sent to a shareholder pursuant to Article 24.1 is returned on two consecutive occasions 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;
		(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);
		(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.


 


		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.


 


 


Articles altered to attach special
rights and restrictions to multiple voting shares pursuant to plan of arrangement effective 12:01 a.m. (Vancouver time) on February 27,
2020


 


MULTIPLE VOTING SHARE TERMS


 


An unlimited number of Multiple Voting
Shares, without nominal or par value, having attached thereto the special rights and restrictions as set forth below:


 


		(a)	Voting Rights. Holders of Multiple Voting Shares shall be entitled to notice
of and to attend at any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class
or series of shares of the Company shall have the right to vote. At each such meeting, holders of Multiple Voting Shares will be entitled
to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted, which
for greater certainty, shall initially equal one hundred ( I 00) votes per Multiple Voting Share.



 


		(b)	Alteration to Rights of Multiple Voting Shares. As long as any Multiple Voting
Shares remain outstanding, the Company will not, without the consent of the holders of the Multiple Voting Shares by separate special
resolution, prejudice or interfere with any right or special right attached to the Multiple Voting Shares. Consent of the holders of a
majority of the outstanding Multiple Voting Shares shall be required for any action that authorizes or creates shares of any class having
preferences superior to or on a parity with the Multiple Voting Shares. In connection with the exercise of the voting rights contained
in this paragraph, each holder of Multiple Voting Shares will have one vote in respect of each Multiple Voting Share held.



 


		(c)	Dividends. The holder of Multiple Voting Shares shall have the right to receive
dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted basis, assuming conversion
of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of
any dividend on the Subordinate Voting Shares. No dividend will be declared or paid on the Multiple Voting Shares unless the Company simultaneously
declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting
Shares.



 


		(d)	Liquidation, Dissolution or Winding-Up. In the event of the liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the
Company among its shareholders for the purpose of winding up its affairs, the holders of Multiple Voting Shares will, subject to the prior
rights of the holders of any shares of the Company ranking in priority to the Multiple Voting Shares, be entitled to participate rateably
along with all other holders of Multiple Voting Shares (on an as-converted to Subordinate Voting Share basis) and Subordinate Voting Shares.



 






     


     


    

 


		(e)	Rights to Subscribe; Pre-Emptive Rights. The holders of Multiple Voting
Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of Subordinate Voting
Shares, or bonds, debentures or other securities of the Company now or in the future.



 


		(t)	Conversion. Subject to the Conversion Restrictions set forth in this Section
(t), holders of Multiple Voting Shares Holders shall have conversion rights as follows (the “Conversion Rights”):



 


		(i)	Right to Convert. Each Multiple Voting Share shall be convertible, at the
option of the holder thereof, at any time after the date of issuance of such share at the office of the Company or any transfer agent
for such shares, into fully paid and nonassessable Subordinate Voting Shares as is determined by multiplying the number of Multiple Voting
Shares by the Conversion Ratio applicable to such share, determined as hereafter provided, in effect on the date the Multiple Voting Share
is surrendered for conversion. The initial “Conversion Ratio” for shares of Multiple Voting Shares shall be I 00 Subordinate
Voting Shares for each Multiple Voting Share; provided, however, that the Conversion Ratio shall be subject to adjustment as set forth
in subsections (viii) and (ix).



 


		(ii)	Conversion Limitations. Before any holder of Multiple Voting Shares shall
be entitled to convert the same into Subordinate Voting Shares, the Board of Directors (or a committee thereof) shall designate an officer
of the Company to determine if any Conversion Limitation set forth in Section (f)(iii) or (v) shall apply to the conversion of Multiple
Voting Shares.



 


		(iii)	Foreign Private Issuer Protection Limitation: The Company will use commercially
reasonable efforts to maintain its status as a “foreign private issuer” (as determined in accordance with Rule 3b-4 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company shall not effect any
conversion of Multiple Voting Shares, and the holders of Multiple Voting Shares shall not have the right to convert any portion of the
Multiple Voting Shares, pursuant to Section (g) or otherwise, to the extent that after giving effect to all permitted issuances after
such conversions of Multiple Voting Shares, the aggregate number of Subordinate Voting Shares and Multiple Voting Shares held of record,
directly or indirectly, by residents of the United States (as determined in accordance with Rules 3b-4 and 12g3-2(a) under the Exchange
Act (“U.S. Residents”)) would exceed forty-five percent (45%) (the “45% Threshold”) of the aggregate
number of Subordinate Voting Shares and Multiple Voting Shares issued and outstanding after giving effect to such conversions (the “FPI
Protective Restriction”). The Board may by resolution increase the 45% Threshold to an amount not to exceed 50% and in the event
of any such increase all references to the 45% Threshold herein shall refer instead to the amended threshold set by such resolution.



 


		(iv)	Conversion Limitations. In order to effect the FPI Protection Restriction,
each holder of Multiple Voting Shares will be subject to the 45% Threshold based on the number of Multiple Voting Shares held by such
holder as of the date of the initial issuance of the Multiple Voting Shares and thereafter at the end of each of the Company’s subsequent
fiscal quarters (each, a “Determination Date”), calculated as follows:



 






     


     


    

 


X = [(Ax 0.45) - B] x (C/D)


 


Where on the Determination Date:


 


X = Maximum Number of Subordinate Voting
Shares Available For Issue upon Conversion of Multiple Voting Shares by a holder.


 


A= The Number of Subordinate Voting
Shares and Multiple Voting Shares issued and outstanding on the Determination Date.


 


B = Aggregate number of Subordinate
Voting Shares and Multiple Voting Shares held of record, directly or indirectly, by U.S. Residents on the Determination Date.


C = Aggregate
number of Multiple Voting Shares held by holder on the Determination Date.


 


D = Aggregate number of all Multiple
Voting Shares on the Determination Date.


 


For purposes
of this subsection (t)(iii), the Board of Directors (or a committee thereof) shall designate an officer of the Company to determine as
of each Determination Date: (A) the 45% Threshold and (B) the FPI Protective Restriction. Within thirty (30) days of the end of each Determination
Date (a “Notice of Conversion Limitation”), the Company will provide each holder of record a notice of the FPI Protection
Restriction and the impact the FPI Protective Provision has on the ability of each holder to exercise the right to convert Multiple Voting
Shares held by the holder. To the extent that requests for conversion of Multiple Voting Shares subject to the FPI Protection Restriction
would result in the 45% Threshold being exceeded, the number of such Multiple Voting Shares eligible for conversion held by a particular
holder shall be prorated relative to the number of Multiple Voting Shares submitted for conversion. To the extent that the FPI Protective
Restriction contained in this Section (t) applies, the determination of whether Multiple Voting Shares are convertible shall be in the
sole discretion of the Company.


 


		(v)	Mandatory Conversion. Notwithstanding subsection (t)(iv), the Company may
require each holder of Multiple Voting Shares to convert all, and not less than all, the Multiple Voting Shares at the applicable Conversion
Ratio (a “Mandatory Conversion”) if at any time all the following conditions are satisfied (or otherwise waived by
special resolution of holders of Multiple Voting Shares):



 


		(A)	the Subordinate Voting Shares issuable upon conversion of all the Multiple Voting
Shares are registered for resale and may be sold by the holder thereof pursuant to an effective registration statement and/or prospectus
covering the Subordinate Voting Shares under the U.S. Securities Act; and



		(B)	the Company is subject to the reporting requirements of Section 13 pr 15(d) of the
U.S. Exchange Act.



 


The Company
will issue or cause its transfer agent to issue each holder of Multiple Voting Shares of record a Mandatory Conversion Notice at least
20 days prior to the record date of the Mandatory Conversion, which shall specify therein, (i) the number of Subordinate Voting Shares
into which the Multiple Voting Shares are convertible and (ii) the address of record for such holder. On the record date of a Mandatory
Conversion, the Company will issue or cause its transfer agent to issue each holder of record on the Mandatory Conversion Date certificates
representing the number of Subordinate Voting Shares into which the Multiple Voting Shares are so converted and each certificate representing
the Multiple Voting Shares shall be null and void.


 






     


     


    

 


		(vi)	Beneficial Ownership Restriction: The Company shall not effect any conversion
of Multiple Voting Shares, and a holder thereof shall not have the right to convert any portion of its Multiple Voting Shares, pursuant
to Section (t) or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Conversion
Notice, the holder (together with the holder’s Affiliates (each, an “Affiliate” as defined in Rule 12b-2 under
the U.S. Exchange Act), and any other persons acting as a group together with the holder or any of the holder’s Affiliates), would
beneficially own in excess of 9.99% of the number of the Subordinate Voting Shares outstanding immediately after giving effect to the
issuance of Subordinate Voting Shares issuable upon conversion of the Multiple Voting Shares subject to the Conversion Notice (the “Beneficial
Ownership Limitation”).



 


For the purposes
of the foregoing sentence, the number of Subordinate Voting Shares beneficially owned by the holder and its Affiliates, shall include
the number of Subordinate Voting Shares issuable upon conversion of Multiple Voting Shares with respect to which such determination is
being made, but shall exclude the number of Subordinate Voting Shares which would be issuable upon: (i) conversion of the remaining, non-converted
portion of Multiple Voting Shares beneficially owned by the holder or any of its Affiliates and (ii) exercise or conversion of the unexercised
or non-converted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the holder or any of its Affiliates. In any case, the number of outstanding Subordinate Voting
Shares shall be determined after giving effect to the conversion or exercise of securities of the Company. including Multiple Voting Shares
subject to the Conversion Notice, by the holder or its Affiliates since the date as of which such number of outstanding Subordinate Voting
Shares was reported. Except as set forth in the preceding sentence, for purposes of this subsection (f)(vi), beneficial ownership shall
be calculated in accordance with Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder based on
information provided by the Class A Shareholder to the Company in the Conversion Notice.


 


To the extent
that the limitation contained in this subsection (f)(vi) applies and the Company can convert some, but not all, of such Multiple Voting
Shares submitted for conversion, the Company shall convert Multiple Voting Shares up to the Beneficial Ownership Limitation in effect,
based on the number of Multiple Voting Shares submitted for conversion on such date.


 


The number
Multiple Voting Shares that are convertible (in relation to other securities owned by the holder together with any Affiliates) and of
which Multiple Voting Shares are convertible shall be in the sole discretion of the Company, and the submission of a Conversion Notice
shall be deemed to be the holder’s certification as to the holder’s beneficial ownership of Subordinate Voting Shares of the
Company, and the Company shall have the right, but not the obligation. to verify or confirm the accuracy of such beneficial ownership.


 


The holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this subsection (f)(vi),
provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of the Subordinate Voting Shares
outstanding immediately after giving effect to the issuance of Subordinate Voting Shares upon conversion of Multiple Voting Shares
subject to the Conversion Notice and the provisions of this subsection (f)(vi) shall continue to apply. Any increase in the
Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The
provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this subsection (f)(vi) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to
such limitation. The limitations contained in this paragraph shall apply to a successor holder of Multiple Voting Shares.


 






     


     


    

 


		(vii)	Disputes. In the event of a dispute as to the number of Subordinate Voting
Shares issuable to a Holder in connection with a conversion of Multiple Voting Shares, the Company shall issue to the Holder the number
of Subordinate Voting Shares not in dispute and resolve such dispute in accordance with subsection (t)(xiv).



 


		(viii)	Mechanics of Conversion. Before any holder of Multiple Voting Shares shall
be entitled to convert Multiple Voting Shares into Subordinate Voting Shares, the holder thereof shall surrender the certificate or certificates
therefor, duly endorsed. at the office of the Company or of any transfer agent for Subordinate Voting Shares, and shall give written notice
to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which
the certificate or certificates for Subordinate Voting Shares are to be issued (each, a “Conversion Notice”). The Company
shall (or shall cause its transfer agent to), as soon as practicable thereafter, issue and deliver at such office to such holder, or to
the nominee or nominees of such holder, a certificate or certificates for the number of Subordinate Voting Shares to which such holder
shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
of such surrender of the Multiple Voting Shares to be converted, and the person or persons entitled to receive the Subordinate Voting
Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Subordinate Voting Shares
as of such date.



 


		(ix)	Adjustments for Distributions. In the event the Company shall declare a
distribution to holders of Subordinate Voting Shares payable in securities of other persons, evidences of indebtedness issued by the Company
or other persons, assets (excluding cash dividends) or options or rights not otherwise causing adjustment to the Conversion Ratio (a “Distribution”),
then, in each such case for the purpose of this subsection ( f) (ix), the holders of Multiple Voting Shares shall be entitled to a
proportionate share of any such Distribution as though they were the holders of the number of Subordinate Voting Shares into which their
Multiple Voting Shares are convertible as of the record date fixed for the determination of the holders of Subordinate Voting Shares entitled
to receive such Distribution.



 


		(x)	Recapitalizations; Stock Splits. If at any time or from time-to-time, the
Company shall (A) effect a recapitalization of the Subordinate Voting Shares; (B) issue Subordinate Voting Shares as a dividend or other
distribution on outstanding Subordinate Voting Shares; (C) subdivide the outstanding Subordinate Voting Shares into a greater number of
Subordinate Voting Shares; (D) consolidate the outstanding Subordinate Voting Shares into a smaller number of Subordinate Voting Shares;
or (E) effect any similar transaction or action (each, a “Recapitalization”), provision shall be made so that the holders
of Multiple Voting Shares shall thereafter be entitled to receive, upon conversion of Multiple Voting Shares, the number of Subordinate
Voting Shares or other securities or property of the Company or otherwise, to which a holder of Subordinate Voting Shares deliverable
upon conversion would have been entitled on such Recapitalization. In any such case, appropriate adjustment shall be made in the application
of the provisions of this Section (t) with respect to the rights of the holders of Multiple Voting Shares
after the Recapitalization to the end that the provisions of this Section (t) (including adjustment of the Conversion Ratio then in effect
and the number of Multiple Voting Shares issuable upon conversion of Multiple Voting Shares) shall be applicable after that event as nearly
equivalent as may be practicable.



 






     


     


    

 


		(xi)	No Fractional Shares and Certificate as to Adjustments. No fractional Subordinate
Voting Shares shall be issued upon the conversion of any Multiple Voting Shares and the number of Subordinate Voting Shares to be issued
shall be rounded up to the nearest whole Subordinate Voting Share. Whether or not fractional Subordinate Voting Shares are issuable upon
such conversion shall be determined on the basis of the total number of shares of Multiple Voting Shares the holder is at the time converting
into Subordinate Voting Shares and the number of Subordinate Voting Shares issuable upon such aggregate conversion.



 


		(xii)	Adjustment Notice. Upon the occurrence of each adjustment or readjustment
of the Conversion Ratio pursuant to this Section {f), the Company, at its expense, shall promptly compute such adjustment or readjustment
in accordance with the terms hereof and prepare and furnish to each holder of Multiple Voting Shares a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon
the written request at any time of any holder of Multiple Voting Shares, furnish or cause to be furnished to such holder a like certificate
setting forth (A) such adjustment and readjustment, (B) the Conversion Ratio for Multiple Voting Shares at the time in effect, and (C)
the number of Subordinate Voting Shares and the amount, if any, of other property which at the time would be received upon the conversion
of a Multiple Voting Share.



 


		(xiii)	Effect of Conversion. All Multiple Voting Shares which shall have been surrendered
for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately
cease and terminate at the time of conversion (the “Conversion Time”), except only the right of the holders thereof
to receive Subordinate Voting Shares in exchange therefor and to receive payment in lieu of any fraction of a share otherwise issuable
upon such conversion.



 


		(xiv)	Disputes. Any holder of Multiple Voting Shares that beneficially owns more
than 5% of the issued and outstanding Multiple Voting Shares may submit a written dispute as to the determination of the Conversion Ratio
or the arithmetic calculation of the Conversion Ratio of Multiple Voting Shares to Subordinate Voting Shares, the Conversion Ratio, 45%
Threshold, FPI Protective Restriction or the Beneficial Ownership Limitation by the Company to the Board of Directors with the basis for
the disputed determinations or arithmetic calculations. The Company shall respond to the holder within five (5) Business Days of receipt,
or deemed receipt, of the dispute notice with a written calculation of the Conversion Ratio, 45% Threshold, FPI Protective Restriction
or the Beneficial Ownership Limitation, as applicable. If the holder and the Company are unable to agree upon such determination or calculation
of the Conversion Ratio, FPI Protective Restriction or the Beneficial Ownership Limitation, as applicable, within five (5) Business Days
of such response, then the Company and the holder shall, within one (I) Business Day thereafter submit the disputed arithmetic calculation
of the Conversion Ratio, FPI Protective Restriction or the Beneficial Ownership Limitation to the Company’s independent, outside
accountant. The Company, at the Company’s expense, shall cause the accountant to perform the determinations or calculations and
notify the Company and the holder of the results no later than five (5) Business Days from the time it receives the disputed defeminations
or calculations. Such accountant’s
determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.



 






     


     


    

 


		(xv)	Notices of Record Date. Except as otherwise provided under applicable law,
in the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase
or otherwise acquire any shares of any class or any other securities or property, or to receive any other right, the Company shall mail
to each holder of Multiple Voting Shares, at least 20 days prior to the date specified therein, a notice specifying the date on which
any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend,
distribution or right.



 


		(g)	Conversion of Subordinate Voting Shares Upon an Offer. In the event that
an offer is made to purchase Multiple Voting Shares, and the offer is one which is required, pursuant to applicable securities legislation
or the rules of a stock exchange, if any, on which the Multiple Voting Shares are then listed, to be made to all or substantially all
the holders of Multiple Voting Shares in a province or territory of Canada to which the requirement applies, each Subordinate Voting Share
shall become convertible at the option of the holder into Multiple Voting Shares at the inverse of the Conversion Ratio then in effect,
at any time while the offer is in effect until one day after the time prescribed by applicable securities legislation for the offeror
to take up and pay for such shares as are to be acquired pursuant to the offer. The conversion right may only be exercised in respect
of Subordinate Voting Shares for the purpose of depositing the resulting Multiple Voting Shares under the offer, and for no other reason.
In such event, the transfer agent for the Subordinated Voting Shares shall deposit under the offer the resulting Multiple Voting Shares,
on behalf of the holder. To exercise such conversion right, the holder or his or its attorney duly authorized in writing shall:



 


		(i)	give written notice to the transfer agent of the exercise of such right, and of
the number of Subordinate Voting Shares in respect of which the right is being exercised;



 


		(ii)	deliver to the transfer agent the share certificate or certificates representing
the Subordinate Voting Shares in respect of which the right is being exercised, if applicable; and



 


		(iii)	pay any applicable stamp tax or similar duty on or in respect of such conversion.



 


No share
certificates representing the Multiple Voting Shares, resulting from the conversion of the Subordinate Voting Shares will be delivered
to the holders on whose behalf such deposit is being made. If Multiple Voting Shares, resulting from the conversion and deposited pursuant
to the offer, are withdrawn by the holder or are not taken up by the offeror, or the offer is abandoned, withdrawn or terminated by the
offeror or the offer otherwise expires without such Multiple Voting Shares being taken up and paid for, the Multiple Voting Shares resulting
from the conversion will be re-converted into Subordinate Voting Shares at the then Conversion Ratio and a share certificate representing
the Subordinate Voting Shares will be sent to the holder by the transfer agent. In the event that the offeror takes up and pays for the
Multiple Voting Shares resulting from conversion, the transfer agent shall deliver to the holders thereof the consideration paid for such
shares by the offeror.