##### 



Exhibit 4.2 1 Ontario Corporation Number
Numéro de la société en OntarioFor Ministry Use Only
A lusage exclusif du ministère1334166
  Ministry of
    
    Ministère de laConsumer and
    
    ConsommationCommercial
Relations
    
    et du CommerceCERTIFICATE
    
    CERTIFICATThis is to certify that these articles
are effective on
    
    Ceci certifie que les
présents statuts entrent en vigueur le
 JANUARY 01 JANVIER, 1999
(signed)
Director / Directeur
Business Corporations Act / Loi sur les sociétés par actions
 Trans
    
    Line
    
    
    
    Comp
    
    MethodCode
    
    No
    
    Stat
    
    Type
    
    Incorp
    
    Share[A]
    
    [0]
    
    [0]
    
    [A]
    
    [3]
    
    [S]18
    
    20
    
    28
    
    29
    
    30
    
    31NoticeReqd
    
    
    
    Jurisdiction[N]
    
    ONTARIO
    
    
    
    
    
    
    
    [A]32
    
    33
    
    
    
    47
    
    
    
    57
   Form 4
Business Corporations Act 
 ARTICLES OF AMALGAMATION

STATUTS DE FUSION  1.
    
    The name of the amalgamated corporation is:
 Dénomination sociale de la société issue de la fusion:
   B

    A

    R

    R

    I

    C

    K

    

    G

    O

    L

    D

    

    C

    O

    R

    P

    O

    R

    A

    T

    I
    O

    N

    /

    S

    O

    C

    I

    ÉT

    É

    

    A

    U

    R

    I

    F

    È

    R

    E

    

    B

    A

    R

    R

    I

    C
    K
  2.
    
    The address of the registered office is:
 Adresse du siège social:
   200 Bay Street, South Tower, Royal Bank Plaza, Suite 2700
(Street & Number or R.R. Number & if Multi-Office Building give Room No.)
(Rue et numéro ou numéro de la R.R. et, sil sagit dun édifice à bureaux, numéro du bureau) Toronto
    
    M 5 J 2 J 3(Name of Municipality or Post Office)
(Nom de la municipalité ou du bureau de poste)
    
    (Postal Code)
(Code postal)
 City of

(Name of Municipality, Geographic Township)
(Nom de la municipalité, du canton géographique)
    
    in the
dans le/la
    
    Toronto

(County, District, Regional Municipality)
(Comté, district, municipalité régionale)
  3.
    
    Number (or minimum and maximum number) of
directors is:
 Nombre (ou nombres minimal et maximal) dadministrateurs:
   A minimum of five and a maximum of twenty directors  4.
    
    The director(s) is/are:
 Administrateur(s) :
   ResidentCanadianStateResidence address, giving Street & No. or R.R. No.,
    
    Yes or NoMunicipality and Postal Code
    
    RésidentFirst name, initials and surname
    
    Adresse personnelle, y compris la
rue et le numéro, le numéro
    
    canadienPrénom, initiales et nom de famille
    
    de la R.R., le nom de la
municipalité et le code postal
    
    Oui / NonHoward L. Beck
    
    3 Ormsby Crescent
    
    YesToronto, Ontario M5P 2V2C. William D.
    
    Wakawa Ranger Road,
    
    NoBirchall
    
    P.O. Box CB10963Lyford CayNassau, BahamasJohn K. Carrington
    
    69 John Street
    
    YesThornhill, Ontario L3T  lY3Marshall A. Cohen
    
    202 Roxborough Drive
    
    YesToronto, Ontario M4W lX8




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##### 



1A Form 4
Business Corporations Act 
  4.
    
    Continued ResidentCanadianStateResidence address, giving Street & No. or R.R. No.,
    
    Yes or NoMunicipality and Postal Code
    
    RésidentFirst name, initials and surname
    
    Adresse personnelle, y compris la
rue et le numéro, le numéro
    
    canadienPrénom, initiales et nom de famille
    
    de la R.R., le nom de la
municipalité et le code postal
    
    Oui / NonPeter A. Crossgrove
    
    61 Crescent Road
    
    YesToronto, Ontario M4W 1T6J. Trevor Eyton
    
    R.R. #2
    
    YesCaledon, Ontario LON 1CODavid H. Gilmour
    
    6 Golfview Road
    
    NoPalm Beach, Florida 33480Angus A. MacNaughton
    
    481 Kingswood Lane
    
    NoDanville, California 94506Paul D. Melnuk
    
    49 Forest Hill Road
    
    YesToronto, Ontario M4V 2L4Brian Mulroney
    
    47 Forden Crescent
    
    YesWestmount, Quebec H3V 2V5Peter Munk
    
    24 Old Forest Hill Road
    
    YesToronto, Ontario M5P 2P7Anthony Munk
    
    81 Woodlawn Avenue East
    
    YesToronto, Ontario M4T 1B9The Honourable
    
    435 East 52nd Street
    
    NoEdward N. Ney
    
    River HouseSuite 1602New York City, New York 10022Randall Oliphant
    
    22 Wrenwood Court
    
    YesUnionvil1e, Ontario L3R 6R6Joseph L. Rotman
    
    142 Forest Hill Road
    
    YesToronto, Ontario M4V 2L9Gregory C. Wilkins
    
    295 Russell Hill Road
    
    YesToronto, Ontario M4V 2T7




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##### 



2 Form 4
Business Corporations Act 
  5.
    
    A) The amalgamation agreement has been duly adopted by the shareholders of each of
the amalgamating corporations as required
by subsection 176 (4) of the Business Corporations Act on the date set out below. CHECK
A OR B
 o
 A)
    
    Les actionnaires de chaque société qui fusionne ont dûment adopté la convention
de fusion conformément au paragraphe 176 (4) de la Loi sur les sociétés par
actions à la date mentionnée ci-dessous. COCHER
A OU B
    B)
    
    The amalgamation has been approved by the directors of each amalgamating
corporation by a resolution as required by section 177 of the Business
Corporations Act on the date set out below.The articles of amalgamation in substance contain the provisions of the
articles of incorporation of
 x
 B)
    
    Les administrateurs de chaque société qui fusionne ont approuvé la fusion
par voie de résolution conformément à larticle 177 de la Loi sur les
sociétés par actions à la date mentionnée ci-dessous.Les statuts de fusion reprennent essentiellement les dispositions des statuts
constitutifs de
   BARRICK GOLD CORPORATION/SOCIÉTÉ AURIFÈRE BARRICK  and are more particularly set out in these articles.
 et sont énoncés textuellement aux présents statuts.
   Names
of amalgamating corporations
    
    Ontario
Corporation Number
    
    Date of Adoption /
ApprovalDénomination
sociale des sociétés qui fusionnent
    
    Numéro
de la société en Ontario
    
    Date dadoption ou
dapprobationBARRICK GOLD CORPORATION/ SOCIÉTÉ AURIFÈRE BARRICK
    
    
    1112408
    
    
    December 8, 1998BARRICK GOLD MINES LTD.
    
    
    463635
    
    
    December 23, 1998




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##### 



3 Form 4
Business Corporations Act 
  6.
    
    Restrictions, if any, on business the corporation may carry on or on powers the
corporation may exercise.
 Limites, sil y a lieu, imposées aux activités commerciales ou aux pouvoirs de
la société:
   There shall be no restrictions on the business that the Amalgamated Corporation
may carry on.  7.
    
    The classes and any maximum number of shares that the corporation is authorized
to issue:
 Catégories et nombre maximal, sil y a lieu, dactions que la société est
autorisée à émettre :
    (i)
    an unlimited number of shares without nominal or par value designated as common
shares (the Common Shares);(ii)
    an unlimited number of shares without nominal or par value, issuable in series
and designated as First Preferred Shares (the First Preferred Shares); and(iii)
    an unlimited number of shares without nominal or par value, issuable in series
and designated as Second Preferred Shares (the Second Preferred Shares) .




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##### 



4 
 
  8.
    
    Rights, privileges, restrictions and conditions (if any) attaching to each
class of shares and directors authority with respect to any class of shares
which may be issued in series:
 Droits, privilèges, restrictions et conditions, sil y a lieu, rattachés à
chaque catégorie dactions et pouvoirs des administrateurs relatifs à chaque
catégorie dactions qui peut être émise en série :
    (a)
    
    The rights, privileges, restrictions and conditions attaching to the First
Preferred Shares and to the first and second series thereof and the number of
First Preferred Shares to constitute the first and second series thereof are
set out in Schedule I attached hereto.(b)
    
    The rights, privileges, restrictions and conditions attaching to the Second
Preferred Shares and to the first series thereof and the number of Second
Preferred Shares to constitute the first series thereof are set out in Schedule
II attached hereto.




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##### 



4A SCHEDULE I First Preferred Shares The shares without nominal or par value designated, as a class, First
Preferred Shares shall have attached thereto, as a class, the following rights,
privileges, restrictions and conditions: 1. The First Preferred Shares may at any time and from time to time be issued
in one (1) or more series, each series to consist of such number of shares as
may, before the issue thereof, be fixed by resolution of the board of
directors of the Amalgamated Corporation. 2. The board of directors of the Amalgamated Corporation shall, by resolution
duly passed before the issue of any First Preferred Shares of any series,
determine the designation, rights, privileges, restrictions and conditions to
be attached to the First Preferred Shares of such series, including, but
without in any way limiting or restricting the generality of the foregoing, the
rate or amount of preferential dividends, the date or dates and place or places
of payment thereof, the consideration and the terms and conditions of any
purchase for cancellation or redemption thereof, conversion or exchange rights
(if any), the terms and conditions of any share purchase plan or sinking fund
and the restrictions (if any) respecting payment of dividends on any shares
ranking junior to the First Preferred Shares, the whole subject to the
limitations set out in the articles and the issue by the Director under the Act
of a certificate of amendment designating such series of shares. 3. The First Preferred Shares of each series shall, with respect to priority in
payment of dividends and the distribution of assets in the event of the
liquidation, dissolution or winding-up of the Amalgamated Corporation, whether
voluntary or involuntary, or any other distribution of the assets of the
Amalgamated Corporation among its shareholders for the purpose of winding up
its affairs, be entitled to a preference over the common shares of the
Amalgamated Corporation and over any other shares ranking junior to the First
Preferred Shares and the First
Preferred Shares of each series may also be given such other preferences over
the common shares and any other shares ranking junior to the First Preferred
Shares as may be determined as to the respective series authorized to be
issued. 4. The First Preferred Shares of each series shall rank on a parity with the
First Preferred Shares of every other series with respect to priority in
payment of dividends and in the distribution of assets in the event of the
liquidation, dissolution or winding-up of the Amalgamated Corporation, whether
voluntary or involuntary, or any other distribution of the assets of the
Amalgamated Corporation among its shareholders for the purpose of winding-up
its affairs. 5. The holders of the First Preferred Shares of each series shall be entitled
to receive and the Amalgamated Corporation shall pay thereon as and when

declared by the board of directors out of the moneys of the Amalgamated
Corporation properly applicable to the payment of dividends fixed
non-cumulative preferential quarterly cash dividends at such rate and on such
date or dates as the directors may determine or may have determined by the
resolution provided for in clause 2 determining the rights, privileges,
restrictions and conditions attaching to the First Preferred Shares of such
series and as may be the subject matter of a certificate as referred to in the
said clause 2. Such dividends shall accrue from such date or dates not later
than six (6) months after the respective dates of issue as may in the case of
each issue be determined by the board of directors of the Amalgamated
Corporation or in case no date be so determined then from the date of
allotment. Cheques of the Amalgamated Corporation payable at par at any branch
of the Amalgamated Corporations bankers for the time being in Canada shall be
issued in respect of such dividends. 6. In the event of the liquidation, dissolution or winding-up of the
Amalgamated Corporation or any other distribution of assets of the Amalgamated
Corporation among its shareholders for the purpose of winding up its affairs,
the holders of the First Preferred Shares of each series shall be entitled to
receive for each First Preferred
Share held by them, respectively, a sum equivalent to the result obtained when
the stated capital account for the
First Preferred Shares of such series is divided by the number of issued and
outstanding First Preferred Shares of such series together with all dividends
(if any) declared and unpaid thereon up to the date of distribution and, if
such liquidation, dissolution, winding-up or other distribution is voluntary,
an additional amount equal to the premium (if any) which would be payable upon
the First Preferred Shares of such series as part of the redemption price of
such shares if such shares were redeemed under the provisions of clause 9 and
not pursuant to any compulsory purchase or retirement obligation imposed upon
the Amalgamated Corporation, the whole before any amount shall be paid or any
property or assets of the Amalgamated Corporation distributed to the holders of
any SCHEDULE I - PAGE 1




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##### 



4B common shares or shares of any other class ranking junior to the First
Preferred Shares. After payment to holders of the First Preferred Shares of
each series of the amount so payable to them they shall not be entitled to
share in any further distribution of the property or assets of the Amalgamated
Corporation. 7. Subject to the provisions of clause 6 and subject to the rights, privileges,
restrictions and conditions attaching to the First Preferred Shares of any
series, the Amalgamated Corporation may at any time or times purchase (if
obtainable) for cancellation all or any part of the First Preferred Shares of
any series outstanding from time to time in the market (including purchase
through or from an investment dealer or firm holding membership on a recognized
stock exchange) or by invitation for tenders addressed to all the holders of
record of the First Preferred Shares of such series outstanding at the lowest
price or prices at which, in the opinion of the directors, such shares are
obtainable but not exceeding the price at which, at the date of purchase, such
shares are redeemable as provided in clause 8 without reference to the price
payable by the Amalgamated Corporation pursuant to any compulsory purchase or
retirement obligation imposed upon the Amalgamated Corporation (including
accrued and unpaid preferential dividends as provided in the said clause 8) and
costs of purchase. If upon any invitation for tenders under the provisions of
this clause the Amalgamated Corporation shall receive tenders of First
Preferred Shares of such series at the same lowest price which the Amalgamated
Corporation is willing to pay in an aggregate number greater than the number
for which the Amalgamated Corporation is prepared to accept tenders, the First
Preferred Shares of such series so tendered which the Amalgamated Corporation
determines to purchase at such price shall be purchased as nearly as may be pro
rata (disregarding fractions) in proportion to the number of First Preferred
Shares of such series so tendered by each of the holders of First Preferred
Shares of such series who submitted tenders at the said same lowest price. 8. Subject to the rights, privileges, restrictions and conditions attaching to
the First Preferred Shares of, any series, the Amalgamated Corporation may upon
giving notice as hereinafter provided redeem at any time the whole or from time
to time any part of the then outstanding First Preferred Shares of any series
on payment for each share to be redeemed of a sum equivalent to the result
obtained when the stated capital account for the First Preferred Shares of such
series is divided by the number of issued and outstanding First Preferred
Shares of such series together with such premium (if any) as the directors may
determine or may have determined by the resolution provided for in clause 2
determining the rights, privileges, restrictions and conditions attaching to
the First Preferred Shares of such series and as may be the subject matter of a
certificate as referred to in the said clause 2 and together with all declared
and unpaid dividends (if any) thereon up to the date fixed for redemption. 9. In any case of redemption of First Preferred Shares of any series under the
provisions of clause 8 the Amalgamated Corporation shall at least ten (10) days
before the date specified for redemption mail to each person who at the date of
mailing is a registered holder of First Preferred Shares of such series to be
redeemed a notice in writing of the intention of the Amalgamated Corporation to
redeem such last-mentioned shares. Such notice shall be mailed in an envelope,
postage prepaid, addressed to each such shareholder at his address as it
appears on the books of the Amalgamated Corporation or in the event of the
address of any such shareholder not so appearing then to the last known address
of such shareholder; provided, however, the accidental failure or omission to
give any such notice to one (1) or more of such shareholders shall not affect
the validity of such redemption. Such notice shall set out the redemption price
and the date on which redemption is to take place and if part only of the First
Preferred Shares of such series held by the person to whom it is addressed is
to be redeemed the number thereof so to be redeemed. On or after the date so
specified for redemption the Amalgamated Corporation shall pay or cause to be
paid to or to the order of the registered holders of the First Preferred Shares
of such series to be redeemed the redemption price thereof on presentation and
surrender, at the registered office of the Amalgamated Corporation or any other
place within Canada designated in such notice, of the certificates representing
the First Preferred Shares of such series so called for redemption. Such
payment shall be made by cheques payable at par at any branch of the
Amalgamated Corporations bankers for the time being in Canada. If a part only
of the First Preferred Shares of such series represented by any certificate
shall be redeemed, a new certificate for the balance shall be issued at the
expense of the Amalgamated Corporation. On the date fixed for redemption, the
First Preferred Shares of such series to be redeemed are thereupon redeemed and
cancelled as of the date so fixed for redemption and the holders thereof
thereafter have no rights whatsoever against the Amalgamated Corporation in
respect of the First Preferred Shares in question except to receive, upon
presentation of certificates representing the First Preferred Shares of such
series to be redeemed, payment of the redemption price therefor without
interest. 10. The holders of First Preferred Shares shall be entitled to receive copies
of the annual financial statements of the Amalgamated Corporation and the
auditors report thereon to be submitted to the shareholders of the SCHEDULE I - PAGE 2




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4C Amalgamated Corporation at annual meetings but the holders of First Preferred
Shares shall not be entitled as such (except as hereinafter and in the Act
specifically provided) to receive notice of or to attend any meeting of the
shareholders of the Amalgamated Corporation or to vote at any such meeting
(but shall be entitled to receive notice of meetings of shareholders of the
Amalgamated Corporation called for the purpose of authorizing the dissolution
of the Amalgamated Corporation or the sale of its undertaking or a
substantial part thereof). 11. The approval of the holders of the First Preferred Shares to delete or vary
any right, privilege, restriction or condition attaching to the First Preferred
Shares as a class or any other matter requiring the approval or consent of the
holders of First Preferred Shares, as a class, may be given by at least
two-thirds (2/3) of the votes cast at a meeting of the holders of the First
Preferred Shares duly called for that purpose and held upon at least
twenty-one (21) days notice at which the holders of a majority of the
outstanding First Preferred Shares are present or represented by proxy. If at
any such meeting the holders of a majority of the outstanding First Preferred
Shares are not present or represented by proxy within one-half (1/2) hour after
the time appointed for such meeting, then the meeting shall be adjourned to
such date being not less than thirty (30) days later and to such time and place
as may be appointed by the chairman and not less than twenty-one (21) days
notice shall be given of such adjourned meeting but it shall not be necessary
in such notice to specify the purpose for which the meeting was originally
called. At such adjourned meeting the holders of First Preferred Shares present
or represented by proxy may transact the business for which the meeting was
originally called and a resolution passed thereat by not less than two-thirds
(2/3) of the votes cast at such adjourned meeting shall constitute the
authorization of the holders of the First Preferred Shares referred to above.
The formalities to be observed in respect of the giving of notice of any such
meeting or adjourned meeting and the conduct thereof shall be those from time
to time prescribed by the by-laws of the Amalgamated Corporation with respect
to meetings of shareholders. On every poll taken at every such meeting or
adjourned meeting, every holder of First Preferred Shares shall be entitled to
one (1) vote in respect of each $1.00 of the issue price of each First
Preferred Share held. First Preferred Shares, Series A The first series of First Preferred Shares are designated as $0.114
Non-cumulative Redeemable Convertible First Preferred Shares, Series A (the
First Preferred Shares, Series A), shall consist of 10,000,000 First
Preferred Shares and, in addition to the rights, privileges, restrictions and
conditions attached to the First Preferred Shares as a class, shall have
attached thereto rights, privileges, restrictions and conditions substantially
as hereinafter set forth, that is to say: 1. The rate of the fixed non-cumulative preferential cash dividends on the
First Preferred Shares, Series A shall be $0.114 per annum. Such dividends
shall be payable in quarterly installments on the first (1st) days of January,
April, July and October in each year. 2. No class of shares may be created or issued ranking as to capital or
dividends prior to or on a parity with the First Preferred Shares without the
prior approval of the Series A First Preferred Shareholders given as
hereinafter specified nor shall the authorized amount of First Preferred Shares
be increased without such approval; provided that nothing in this clause shall
prevent the Amalgamated Corporation from issuing additional series of presently
authorized First Preferred Shares without such approval.  3. (a) For the purpose of this clause 3:  Common Sharesshall mean common shares without par value of the
Amalgamated Corporation as such shares were constituted on the effective date of the Amalgamation; and  Conversion Basisat any time shall mean the number of common shares into
which at such time one (1) First Preferred Share, Series A shall be
convertible in accordance with the provisions of this clause 3.  (b)
    
    Series A First Preferred Shareholders shall have the right at any time up
to the close of business on the last business day prior to the date fixed
for redemption (if any) (the Time of Expiry) (subject as hereinafter
provided) to convert First Preferred Shares, Series A into Common Shares
on the following original Conversion Basis: one (1) Common Share for each
First Preferred Share, Series A until such time as the original Conversion
Basis shall be adjusted as hereinafter provided and thereafter on the
adjusted Conversion Basis.  (c)
    
    The conversion privilege herein provided for may be exercised by notice
in writing given to the transfer agent for the First Preferred Shares,
Series A at its principal office in the City of Toronto, or to such other
transfer SCHEDULE I - PAGE 3




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##### 



4D  agent at such other city or cities as the Amalgamated Corporation may from
time to time appoint, accompanied by a certificate or certificates
representing the First Preferred Shares, Series A of the Amalgamated
Corporation, in respect of which the holder thereof desires to exercise such
right of conversion. Such notice shall be signed by such holder or his duly
authorized attorney and shall specify the number of First Preferred Shares,
Series A which the holder desires to have converted and the number to be
purchased. The transfer form in the certificate or certificates in question
need not be endorsed, except in the circumstances contemplated by subclause
(e). If less than all the First Preferred Shares, Series A represented by a
certificate or certificates accompanying the notice are to be converted, the
holder shall be entitled to receive at the expense of the Amalgamated
Corporation, a new certificate representing the First Preferred Shares,
Series A which are not to be converted.  (d)
    
    In the case of any First Preferred Shares, Series A which may be called
for redemption, the right of conversion thereof shall, notwithstanding
anything herein contained, cease and terminate at the close of business on
the last business day next preceding the date fixed for redemption,
provided, however, that if the Amalgamated Corporation shall fail to
redeem such First Preferred Shares, Series A in accordance with the notice
of redemption the right of conversion shall thereupon be restored.  (e)
    
    On any conversion of First Preferred Shares, Series A the share
certificates for Common Shares of the Amalgamated Corporation resulting
therefrom shall be issued in the name of the registered holder of the
First Preferred Shares, Series A converted or in such name or names as
such registered holder may direct in writing (either in the notice
referred to in subclause (c) or otherwise), provided that such registered
holder shall pay any applicable security transfer taxes; in any such case
the transfer form on the back of the certificates in question shall be
endorsed by the registered holder of First Preferred Shares, Series A or
his duly authorized attorney, with signature guaranteed in a manner
satisfactory to the transfer agent.  (f)
    
    Subject as hereinafter provided by this subclause (f), the right of a
Series A First Preferred Shareholder to convert the same into Common
Shares shall be deemed to have been exercised, and the registered holders
of First Preferred Shares, Series A to be converted (or any person or
persons in whose name or names any such registered holder of First
Preferred Shares, Series A shall have directed certificates representing
Common Shares be issued as provided in subclause (e)) shall be deemed to
have become holders of Common Shares of record of the Amalgamated
Corporation for all purposes on the respective dates of surrender of
certificates representing the First Preferred Shares, Series A to be
converted accompanied by notice in writing as provided in subclause (c)
hereof notwithstanding any delay in the delivery of certificates
representing the Common Shares into which such First Preferred Shares
Series A have been converted.(g)
    
    A Series A First Preferred Shareholder on the record date for any
dividend declared payable on such share will be entitled to such dividend
notwithstanding that such share is converted after such record date and
before the payment date of such dividend, and the registered holder of any
Common Share resulting from any conversion shall be entitled to rank
equally with the registered holders of all other Common Shares in respect
of all dividends declared payable to holders of Common Shares of record on
any date after the date of conversion. Subject as aforesaid, no payment or
adjustment will be made on account of any dividend, accrued or otherwise,
on the First Preferred Shares, Series A converted or the Common Shares
resulting from any conversion.  (h)
    
    If and whenever at any time prior to the Time of Expiry the outstanding
Common Shares shall be subdivided, redivided or changed into a greater or
consolidated into a lesser number of shares or reclassified into
different shares, the Conversion Basis then in effect shall be appropriately
adjusted and any Series A First Preferred Shareholder who has not
exercised his right of conversion prior to the effective date of such
subdivision, redivision, change, consolidation or reclassification shall
be entitled to receive and shall accept, upon the exercise of such right
at any time on the effective date or thereafter, in lieu of the number of
Common Shares to which he was theretofore entitled upon exercise of the
conversion privilege, the aggregate number of Common Shares that such
Series A First Preferred Shareholder would have been entitled to receive
as a result of such subdivision, redivision, change, consolidation or
reclassification if, on the effective date thereof, he had been the
registered holder of the number of Common Shares to which he was
theretofore entitled upon exercise of the conversion privilege. SCHEDULE I - PAGE 4




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##### 



4E  (i)
    
    If and whenever at any time prior to the Time of Expiry there is a
capital reorganization of the Amalgamated Corporation not covered by
subclause (h) of this clause 3, or a consolidation or merger or
amalgamation of the Amalgamated Corporation with or into any other
company, including by way of a sale whereby all or substantially all of
the undertaking and assets of the Amalgamated Corporation become the
property of any other company, any Series A First Preferred Shareholder
who has not exercised his right of conversion prior to the effective date
of such reorganization, consolidation, merger, amalgamation or sale, shall
be entitled to receive and shall accept, upon the exercise of such right
of conversion at any time on the effective date or thereafter in lieu of
the number of Common Shares to which he was theretofore entitled upon
exercise of such right of conversion, the aggregate number of shares or
other securities or property of the Amalgamated Corporation or of the
company resulting from the consolidation, merger or amalgamation or to
which such sale may be made, as the case may be, that such holder would
have been entitled to receive as a result of such capital reorganization,
consolidation, merger, amalgamation or sale if, on the effective date
thereof, he had been the registered holder of the number of Common Shares
to which he was entitled theretofore upon exercise of the conversion
right; provided always that the Series A First Preferred Shareholder in
question shall never be entitled to receive any securities or interest in
any assets whatsoever except to the extent that the same have in fact been
made available to the transfer agent and registrar of the Amalgamated
Corporation as the registered holder of the Common Shares which form the
basic subject matter of the right of conversion.  (j)
    
    The Amalgamated Corporation shall not issue fractional shares upon any
conversion of First Preferred Shares, Series A. If a fractional interest
in a Common Share would, except for the provisions of this paragraph, be
deliverable upon conversion of a First Preferred Share, Series A the
Amalgamated Corporation shall issue a
non-voting and non-dividend bearing bearer scrip certificate of the
Amalgamated Corporation in respect of such fractional interest, which scrip
certificate, when surrendered to the transfer agent for the Common Shares at
any office for the transfer of Common Shares of the Amalgamated Corporation,
together with similar scrip certificates representing in the aggregate the
right to receive at least one whole Common Share, shall be exchangeable for
a share certificate or certificates for the full number of Common Shares
called for by all the scrip certificates so surrendered and a new scrip
certificate in respect of any remaining fractional interest in a Common
Share called for thereby. Such scrip certificate shall become void on such
date, not less than six months after the date of issuance thereof, as shall
be determined by the directors of the Amalgamated Corporation and stated in
such scrip certificate and on such date each such scrip certificate which
has become void and the fractional interest represented thereby shall be
deemed to have been purchased by the Amalgamated Corporation. Such scrip
certificate shall be in such form and contain such reasonable terms and
provisions as the directors shall at any time or from time to time
determine.  4.(a) The Amalgamated Corporation may, in the manner provided in clauses 8 and
9 of the provisions attaching to the First Preferred Shares as a class
redeem at any time the whole or from time to time any part of the then
outstanding First Preferred Shares, Series A, on payment for each share to
be redeemed of the Redemption Price, as defined below, together with all
declared and unpaid non-cumulative preferential dividends thereon.  (b)
    
    Until the notice hereinafter referred to is given, the Redemption Price
shall be $1.90 per share. At any time the Amalgamated Corporation may give
notice to all holders of all First Preferred Shares, Series A, stating
that it has determined that the market price of common shares of the
Amalgamated Corporation (based upon the weighted average price of such
shares on The Toronto Stock Exchange over a period of twenty consecutive
trading days ended not more than five days prior to the date of giving of
such notice) is a stipulated price. In the event that such notice is
given, then on the 30th day following the date of mailing of such notice,
the Redemption Price shall be the lesser of $1.90 per share and such
stipulated market price per common share. Such 30th day is herein
referred to as the Fixed Price Date.  5.
    
    On the Fixed Price Date and at any time thereafter, any holder of First
Preferred Shares, Series A may require the Amalgamated Corporation to
redeem, at the Redemption Price then in effect, together with declared and
unpaid dividends if any, all or any of his First Preferred Shares, Series
A. Such right to require redemption may be exercised by notice in writing
given to the transfer agent for the First Preferred Shares, Series A at
its principal office in the City of Toronto, or to such other transfer
agent at such other city or cities as the Amalgamated Corporation may from
time to time appoint. Such notice shall be signed by the holder or his
duly authorized attorney and shall specify the number of First Preferred
Shares, Series A which the holder desires to have redeemed, and such
notice shall be accompanied by a certificate or certificates representing
the First Preferred Shares, Series A to be redeemed. If less than all the
First Preferred Shares, Series A represented by a certificate or SCHEDULE I - PAGE 5




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4F  certificates accompanying any such notice are to be redeemed, the holder
shall be entitled to receive, at the expense of the Amalgamated Corporation,
a new certificate representing the First Preferred Shares, Series A not to be
redeemed. Upon the receipt of a notice and certificates as aforesaid, the
Amalgamated Corporation shall proceed forthwith to redeem the First Preferred
Shares, Series A in question by payment of the redemption price and declared
and unpaid dividends, if any, to which the holder of the First Preferred
Shares, Series A to be redeemed is entitled, all in the manner specified in
the provisions attaching to the First Preferred Shares as a class, as nearly
as may be, mutatis mutandis.  6.
    
    The provisions contained in clauses numbered 1 to 7 inclusive (including
this clause) and clauses numbered 1 to 11 both inclusive of the provisions
attaching to the First Preferred Shares as a class or any of them may be
deleted, varied, modified, amended or amplified by articles of amendment
but only with the prior approval of the Series A First Preferred
Shareholders given as hereinafter specified, in addition to any vote or
authorization required by the Act.  7.
    
    The approval of Series A First Preferred Share holders with respect to
any and all matters referred to herein (in addition to and distinct from
any vote or authorization required by the Act) may be given by resolution
as provided, mutatis mutandis, in clause 11 of the provisions attaching to
the First Preferred Shares as a class. First Preferred Shares, Series B The first series of First Preferred Shares are designated as $0.126
Non-cumulative Redeemable Convertible First Preferred Shares, Series B (the
First Preferred Shares, Series B), shall consist of 10,000,000 First
Preferred Shares and, in addition to the rights, privileges, restrictions and
conditions attached to the First Preferred Shares as a class, shall have
attached thereto rights, privileges, restrictions and conditions substantially
as hereinafter set forth, that is to say:  1.
    
    The rate of the fixed non-cumulative preferential cash dividends on the
First Preferred Shares, Series B shall be $0.126 per annum. Such dividends
shall be payable in quarterly installments on the first (1st) days of
January, April, July and October in each year.  2.
    
    No class of shares may be created or issued ranking as to capital or
dividends prior to or on a parity with the First Preferred Shares without
the prior approval of the Series B First Preferred Shareholders given as
hereinafter specified nor shall the authorized amount of First Preferred
Shares be increased without such approval; provided that nothing in this
clause shall prevent the Amalgamated Corporation from issuing additional
series of presently authorized First Preferred Shares without such
approval.  3.
    
    (a) For the purpose of this
clause 3:  Common Shares shall mean common shares without par value of the Amalgamated
Corporation as such
shares were constituted on the effective date of the Amalgamation; and  Conversion Basis at any time shall mean the number of common shares into
which at such time one (1) First Preferred Share, Series B shall be
convertible in accordance with the provisions of this clause 3.  (b)
    
    Series B First Preferred Shareholders shall have the right at any time up
to the close of business on the last business day prior to the date fixed
for redemption (if any) (the Time of Expiry) (subject as hereinafter
provided) to convert First Preferred Shares, Series B into Common Shares
on the following original Conversion Basis: one (1) Common Share for each
First Preferred Share, Series B until such time as the original Conversion
Basis shall be adjusted as hereinafter provided and thereafter on the
adjusted Conversion Basis.  (c)
    
    The conversion privilege herein provided for may be exercised by notice
in writing given to the transfer agent for the First Preferred Shares,
Series B at its principal office in the City of Toronto, or to such other
transfer agent at such other city or cities as the Amalgamated Corporation
may from time to time appoint, accompanied by a certificate or
certificates representing the First Preferred Shares, Series B of the
Amalgamated Corporation, in respect of which the holder thereof desires to
exercise such right of conversion. Such notice shall be signed by such
holder or his duly authorized attorney and shall specify the number of
First Preferred Shares, Series B which the holder desires to have
converted and the number to be purchased. The transfer form in the
certificate or certificates in question need not be endorsed, except in
the circumstances contemplated by subclause (e). If less than all the
First Preferred Shares, Series B represented by a certificate SCHEDULE I - PAGE 6




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4G  or certificates accompanying the notice are to be converted, the holder
shall be entitled to receive, at the expense of the Amalgamated
Corporation, a new certificate representing the First Preferred Shares,
Series B which are not to be converted.  (d)
    
    In the case of any First Preferred Shares, Series B which may be called
for redemption, the right of conversion thereof shall, notwithstanding
anything herein contained, cease and terminate at the close of business
on the last business day next preceding the date fixed for redemption,
provided, however, that if the Amalgamated
Corporation shall fail to redeem such First Preferred Shares, Series B in
accordance with the notice of redemption the right of conversion shall
thereupon be restored.  (e)
    
    On any conversion of First Preferred Shares, Series B the share
certificates for Common Shares of the Amalgamated Corporation resulting
therefrom shall be issued in the name of the registered holder of the
First Preferred Shares, Series B converted or in such name or names as
such registered holder may direct in writing (either in the notice
referred to in subclause (c) or otherwise), provided that such registered
holder shall pay any applicable security transfer taxes; in any such case
the transfer form on the back of the certificates in question shall be
endorsed by the registered holder of such First Preferred Shares, Series B
or his duly authorized attorney, with signature guaranteed in a manner
satisfactory to the transfer agent.(f)
    
    Subject as hereinafter provided by this subclause (f), the right of a
Series B First Preferred Shareholder to convert the same into Common
Shares shall be deemed to have been exercised, and the registered holders
of First Preferred Shares, Series B to be converted (or any person or
persons in whose name or names any such registered holder of First
Preferred Shares, Series B shall have directed certificates representing
Common Shares be issued as provided in subclause (e)) shall be deemed to
have become holders of Common Shares of record of the Amalgamated
Corporation for all purposes on the respective dates of surrender of
certificates representing the First Preferred Shares, Series B to be
converted accompanied by notice in writing as provided in subclause (c)
hereof notwithstanding any delay in the delivery of certificates
representing the Common Shares into which such First Preference Shares
Series B have been converted.  (g)
    
    A Series B First Preferred Shareholder on the record date for any
dividend declared payable on such share will be entitled to such dividend
notwithstanding that such share is converted after such record date and
before the payment date of such dividend, and the registered holder of
any Common Share resulting from any conversion shall be entitled to rank
equally with the registered holders of all other Common Shares in respect
of all dividends declared payable to holders of Common Shares of record
on any date after the date of conversion.
Subject as aforesaid, no payment or adjustment will be made on account of
any dividend, accrued or otherwise, on the First Preferred Shares, Series B
converted or the Common Shares resulting from any conversion.(h)
    
    If and whenever at any time prior to the Time of Expiry the outstanding
Common Shares shall be subdivided, redivided or changed into a greater or
consolidated into a lesser number of shares or reclassified into different
shares, the Conversion Basis then in effect shall be appropriately
adjusted and any Series B First Preferred Shareholder who has not
exercised his right of conversion prior to the effective date of such
subdivision, redivision, change, consolidation or reclassification shall
be entitled to receive and shall accept, upon the exercise of such right
at any time on the effective date or thereafter, in lieu of the number of
Common Shares to which he was theretofore entitled upon exercise of the
conversion privilege, the aggregate number of Common Shares that such
Series B First Preferred Shareholder would have been entitled to receive
as a result of such subdivision, redivision, change, consolidation or
reclassification if, on the effective date thereof, he had been the
registered holder of the number of Common Shares to which he was
theretofore entitled upon exercise of the conversion privilege.  (i)
    
    If and whenever at any time prior to the Time of Expiry there is a
capital reorganization of the Amalgamated Corporation not covered by
subclause (h) of this clause 3, or a consolidation or merger or
amalgamation of the Amalgamated Corporation with or into any other
company, including by way of a sale whereby all or substantially all of
the undertaking and assets of the Amalgamated Corporation become the
property of any other company, any Series B First Preferred Shareholder
who has not exercised his right of conversion prior to the effective date
of such reorganization, consolidation, merger, amalgamation or sale, shall
be entitled to receive and shall accept, upon the exercise of such right
of conversion at any time on the effective date or thereafter in lieu of
the number of Common Shares to which he was theretofore entitled upon
exercise of such SCHEDULE I - PAGE 7




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4H  right of conversion, the aggregate number of shares or other securities or
property of the Amalgamated Corporation or of the company resulting from the
consolidation, merger or amalgamation or to which such sale may be made, as
the case may be, that such holder would have been entitled to receive as a
result of such capital reorganization, consolidation, merger, amalgamation
or sale if, on the effective date thereof, he had been the registered holder
of the number of Common Shares to which he was entitled theretofore upon
exercise of the conversion right; provided always that the Series B First
Preferred Shareholder in question shall never be entitled to receive any
securities or interest in any assets whatsoever except to the extent that
the same have in fact been made available to the transfer agent and
registrar of the Amalgamated Corporation as the registered holder of the
Common Shares which form the basic subject matter of the right of
conversion.  (j)
    
    The Amalgamated Corporation shall not issue fractional shares upon any
conversion of First Preferred Shares, Series B. If a fractional interest
in a Common Share would, except for the provisions of this paragraph, be
deliverable upon conversion of a First Preferred Share, Series B the
Amalgamated Corporation shall issue a non-voting and non-dividend bearing
bearer scrip certificate of the Amalgamated Corporation in respect of such
fractional interest, which scrip certificate, when surrendered to the
transfer agent for the Common Shares at any office for the transfer of
Common Shares of the Amalgamated Corporation, together with similar scrip
certificates representing in the aggregate the right to receive at least
one whole Common Share, shall be exchangeable for a share certificate or
certificates for the full number of Common Shares called for by all the
scrip certificates so surrendered and a new scrip certificate in respect
of any remaining fractional interest in a Common Share called for thereby.
Such scrip certificate shall become void on such date, not less than six
months after the date of issuance thereof, as shall be determined by the
directors of the Amalgamated Corporation and stated in such scrip
certificate and on such date each such scrip certificate which has become
void and the fractional interest represented thereby shall be deemed to
have been purchased by the Amalgamated Corporation. Such scrip certificate
shall be in such form and contain such reasonable terms and provisions as
the directors shall at any time or from time to time determine. 4. The Amalgamated Corporation may, in the manner provided in clauses 8 and 9
of the provisions attaching to the First Preferred Shares as a class, but only
on or after the date which is 20 days after the first anniversary of the
effective date of the Amalgamation, redeem the whole or from time to time any
part of the then outstanding First Preferred Shares, Series B, on payment for
each share to be redeemed of a redemption price equal to the stated capital
attributable thereto (being $2.10 per share) plus a premium of $0.2625 per
share, together with all declared and unpaid non-cumulative preferential
dividends thereon. 5. The provisions contained in clauses numbered 1 to 6 inclusive (including
this clause) and clauses numbered 1 to 11 both inclusive of the provisions
attaching to the First Preferred Shares as a class or any of them may be
deleted, varied, modified, amended or amplified by articles of amendment but
only with the prior approval of the Series B First Preferred Shareholders given
as hereinafter specified, in addition to any vote or authorization required by
the Act. 6. The approval of Series B First Preferred Share holders with respect to any
and all matters referred to herein (in addition to and distinct from any vote
or authorization required by the Act) may be given by resolution as provided,
mutatis mutandis, in clause 11 of the provisions attaching to the First
Preferred Shares as a class. SCHEDULE I - PAGE 8




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4I SCHEDULE II Second Preferred Shares The shares without nominal or par value designated, as a class, Second
Preferred Shares shall have attached thereto, as a class, the following rights,
privileges, restrictions and conditions: 1. The Second Preferred Shares may at any time and from time to time be issued
in one (1) or more series, each series to consist of such number of shares as
may, before the issue thereof, be fixed by resolution of the board of directors
of the Amalgamated Corporation. 2. The board of directors of the Amalgamated Corporation shall, by resolution
duly passed before the issue of any Second Preferred Shares of any series,
determine the rights, privileges, restrictions and conditions to be attached
to the Second Preferred Shares of such series, including, but without in any
way limiting or restricting the
generality of the foregoing, the rate or amount of preferential dividends, the
date or dates and place or places of payment thereof, the consideration and the
terms and conditions of any purchase for cancellation or redemption thereof,
conversion or exchange rights (if any), the terms and conditions of any share
purchase plan or sinking fund and the restrictions (if any) respecting payment
of dividends on any shares ranking junior to the Second Preferred Shares, the
whole subject to the limitations set out in the articles and the issue by the
Director under the Act of a certificate of amendment designating such series of
shares. 3. The Second Preferred Shares of each series shall, with respect to priority
in payment of dividends and the distribution of assets in the event of the
liquidation, dissolution or winding-up of the Amalgamated Corporation, whether
voluntary or involuntary, or any other distribution of the assets of the
Amalgamated Corporation among its shareholders for the purpose of winding up
its affairs, be entitled to a preference over the common shares of the
Amalgamated Corporation and over any other shares ranking junior to the Second
Preferred Shares and the Second Preferred Shares of each series may also be
given such other preferences over the common shares and any other shares
ranking junior to the Second Preferred Shares as may be determined as to the
respective series authorized to be issued. 4. The Second Preferred Shares of each series shall rank on a parity with the
Second Preferred Shares of every other series with respect to priority in
payment of dividends and in the distribution of assets in the event of the
liquidation, dissolution or winding-up of the Amalgamated Corporation, whether
voluntary or involuntary, or any other distribution of the assets of the
Amalgamated Corporation among its shareholders for the purpose of winding-up
its affairs. 5. The holders of the Second Preferred Shares of each series shall be entitled
to receive and the Amalgamated Corporation shall pay thereon as and when
declared by the board of directors out of the moneys of the Amalgamated
Corporation properly applicable to the payment of dividends fixed
non-cumulative preferential quarterly cash dividends at such rate and on such
date or dates as the directors may determine or may have determined by the
resolution provided for in clause 2 determining the rights, privileges,
restrictions and conditions attaching to the Second Preferred Shares of such
series and as may be the subject matter of a certificate as referred to in the
said clause 2. Such dividends shall accrue from such date or dates not later
than six (6) months after the respective dates of issue as may in the case of
each issue be determined by the board of directors of the Amalgamated
Corporation or in case no date be so determined then from the date of
allotment. Cheques of the Amalgamated Corporation payable at par at any branch
of the Amalgamated Corporations bankers for the time being in Canada shall be
issued in respect of such dividends. 6. In the event of the liquidation, dissolution or winding-up of the
Amalgamated Corporation or any other distribution of assets of the Amalgamated
Corporation among its shareholders for the purpose of winding up its affairs,
the holders of the Second Preferred Shares of each series shall be entitled to
receive for each Second Preferred Share held by them, respectively, a sum
equivalent to the result obtained when the stated capital account for the
Second Preferred Shares of such series is divided by the number of issued and
outstanding Second Preferred Shares of such series, together with all dividends
(if any) declared and unpaid thereon up to the date of distribution and, if
such liquidation, dissolution, winding-up or other distribution is voluntary,
an additional amount equal to the premium (if any) which would be payable upon
the Second Preferred Shares of such series as part of the redemption price of
such shares if such shares were redeemed under the provisions of clause 9 and
not pursuant to any compulsory purchase or retirement obligation imposed upon
the Amalgamated Corporation, the whole before any amount shall be paid or any
property or assets of the Amalgamated Corporation distributed to the holders of SCHEDULE II - PAGE 1




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4J any common shares or shares of any other class ranking junior to the Second
Preferred Shares. After payment to holders of the Second Preferred Shares of
each series of the amount so payable to them they shall not be entitled to
share in any further distribution of the property or assets of the Amalgamated
Corporation. 7. Subject to the provisions of clause 6 and subject to the rights, privileges,
restrictions and conditions attaching to the Second Preferred Shares of any
series, the Amalgamated Corporation may at any time or times purchase (if
obtainable) for cancellation all or any part or the Second Preferred Shares of
any series outstanding from time to time in the market (including purchase
through or from an investment dealer or firm holding membership on a recognized
stock exchange) or by invitation for tenders addressed to all the holders of
record of the Second Preferred Shares of such series outstanding at the lowest
price or prices at which, in the opinion of the directors, such shares are
obtainable but not exceeding the price at which, at the date of purchase, such
shares are redeemable as provided in clause 8 without reference to the price
payable by the Amalgamated Corporation pursuant to any compulsory purchase or
retirement obligation imposed upon the Amalgamated Corporation (including
accrued and unpaid preferential dividends as provided in the said clause 8) and
costs of purchase. If upon any invitation for tenders under the provisions of
this clause the Amalgamated Corporation shall receive tenders of Second
Preferred Shares of such series at the same lowest price which the Amalgamated
Corporation is willing to pay in an aggregate number greater than the number
for which the Amalgamated Corporation is prepared to accept tenders, the Second
Preferred Shares of such series so tendered which the Amalgamated Corporation
determines to purchase at such price shall be purchased as nearly as may be pro
rata (disregarding fractions) in proportion to the number of Second Preferred
Shares of such series so tendered by each of the holders of Second Preferred
Shares of such series who submitted tenders at the said same lowest price. 8. Subject to the rights, privileges, restrictions and conditions attaching to
the Second Preferred Shares of any series, the Amalgamated Corporation may upon
giving notice as hereinafter provided redeem at any time the whole or from time
to time any part of the then outstanding Second Preferred Shares of any series
on payment for each share to be redeemed of a sum equivalent to the result
obtained when the stated capital account for the Second Preferred Shares of
such series is divided by the number of issued and outstanding Second Preferred
Shares of such series together with such premium (if any) as the directors may
determine or may have determined by the resolution provided for in clause 2
determining the rights, privileges, restrictions and conditions attaching to
the Second Preferred Shares of such series and as may be the subject matter of
a certificate as referred to in the said clause 2 and together with all
declared and unpaid dividends (if any) thereon up to the date fixed for
redemption. 9. In any case of redemption of Second Preferred Shares of any series under the
provisions of clause 8 the Amalgamated Corporation shall at least thirty (30)
days before the date specified for redemption mail to each person who at the
date of mailing is a registered holder of Second Preferred Shares of such
series to be redeemed a notice in writing of the intention of the Amalgamated
Corporation to redeem such last-mentioned shares. Such notice shall be mailed
in an envelope, postage prepaid, addressed to each such shareholder at his
address as it appears on the books of the Amalgamated Corporation or in the
event of the address of any such shareholder not so appearing then to the last
known address of such shareholder; provided, however, the accidental failure or
omission to give any such notice to one (1) or more of such shareholders shall
not affect the validity of such redemption. Such notice shall set out the
redemption price and the date on which redemption is to take place and if part
only of the Second Preferred Shares of such series held by the person to whom
it is addressed is to be redeemed the number thereof so to be redeemed. On or
after the date so specified for redemption the Amalgamated Corporation shall
payor cause to be paid to or to the order of the registered holders of the
Second Preferred Shares of such series to be redeemed the redemption price
thereof on presentation and surrender, at the registered office of the
Amalgamated Corporation or any other place within Canada designated in such
notice, of the certificates representing the Second Preferred Shares of such
series so called for redemption. Such payment shall be made by cheques payable
at par at any branch of the Amalgamated Corporations bankers for the time
being in Canada. If a part only of the Second Preferred Shares of such series
represented by any certificate shall be redeemed, a new certificate for the
balance shall be issued at the expense of the Amalgamated Corporation. On the
date fixed for redemption the Second Preferred Shares of such series to be
redeemed are thereupon redeemed and cancelled as of the date so fixed for
redemption and the holders thereof thereafter have no rights whatsoever against
the Amalgamated Corporation in respect of the Second Preferred Shares in
question except to receive, upon presentation of certificates representing the
Second Preferred Shares of such series to be redeemed, payment of the
redemption price therefor without interest. SCHEDULE II - PAGE 2




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4K 10. The holders of Second Preferred Shares shall be entitled to receive copies
of the annual financial statements of the Amalgamated Corporation and the
auditors report thereon to be submitted to the shareholders of the Amalgamated
Corporation at annual meetings but the holders of Second Preferred Shares shall
not be entitled as such (except as hereinafter and in the Act specifically
provided) to receive notice of or to attend any meeting of the shareholders of
the Amalgamated Corporation or to vote at any such meeting (but shall be
entitled to receive notice of meetings of shareholders of the Amalgamated
Corporation called for the purpose of authorizing the dissolution of the
Amalgamated Corporation or the sale of its undertaking or a substantial part
thereof). 11. The approval of the holders of the Second Preferred Shares to delete or
vary any right, privilege, restriction or condition attaching to the Second
Preferred Shares as a class or any other matter requiring the approval or
consent of the holders of Second Preferred Shares as a class may be given by at
least two-thirds (2/3) of the votes cast at a meeting of the holders of the
Second Preferred Shares duly called for that purpose and held upon at least
twenty-one (21) days notice at which the holders of a majority of the
outstanding Second Preferred Shares are present or represented by proxy. If at
any such meeting the holders of a majority of the outstanding Second Preferred
Shares are not present or represented by proxy within one-half (1/2) hour after
the time appointed for such meeting, then the meeting shall be adjourned to
such date being not less than thirty (30) days later and to such time and place
as may be appointed by the chairman and not less than twenty-one (21) days
notice shall be given of such adjourned meeting but it shall not be necessary
in such notice to specify the purpose for which the meeting was originally
called. At such adjourned meeting the holders of Second Preferred Shares
present or represented by proxy may transact the business for which the meeting
was originally called and a resolution passed thereat by not less than
two-thirds (2/3) of the votes cast at such adjourned meeting shall constitute
the authorization of the holders of the Second Preferred Shares referred to
above. The formalities to be observed in respect of the giving of notice of any
such meeting or adjourned meeting and the conduct thereof shall be those from
time to time prescribed by the by-laws of the Amalgamated Corporation with
respect to meetings of shareholders. On every poll taken at every such meeting
or adjourned meeting, every holder of Second Preferred Shares shall be entitled
to one (1) vote in respect of each $1.00 of the issue price of each Second
Preferred Share held. Second Preferred Shares, Series A The first series of Second Preferred Shares are designated as $0.222
Non-cumulative Redeemable Convertible Exchangeable Second Preferred Shares,
Series A (the Second Preferred Shares, Series A), shall consist of 15,000,000
Second Preferred Shares and, in addition to the rights, privileges,
restrictions and conditions attached to the Second Preferred Shares as a class,
shall have attached thereto rights, privileges, restrictions and conditions
substantially as hereinafter set forth, that is to say: 1. The rate of the fixed non-cumulative preferential cash dividends on the
Second Preferred Shares, Series A shall be $0.222 per annum. Such dividends
shall be payable in quarterly instalments on the first (1st) days of January,
April, July and October in each year. 2. No class of shares may be created or issued ranking as to capital or
dividends prior to or on a parity with the Second Preferred Shares, with the
exception of First Preferred Shares, without the prior approval of the Series A
Second Preferred Shareholders given as hereinafter specified nor shall the
authorized amount of Second Preferred Shares be increased without such
approval; provided that nothing in this clause shall prevent the Amalgamated
Corporation from issuing additional series of presently authorized Second
Preferred Shares without such approval.  3.(a) The Amalgamated Corporation may, in the manner provided in clauses 8 and
9 of the provisions attaching to the Second Preferred Shares as a class,
redeem at any time the whole or from time to time any part of the then
outstanding Second Preferred Shares, Series A, on payment for each share
to be redeemed of the redemption price of $2.43 per share, together with
all declared and unpaid non-cumulative preferential dividends thereon.  (b)
    
    Subject as hereinafter provided, any holder of Second Preferred Shares,
Series A may, at any time, require the Amalgamated Corporation to redeem,
at a redemption price of $2.43 per share, together with declared and
unpaid dividends if any, all or any of his Second Preferred Shares, Series
A. Such right to require redemption may be exercised by notice in writing
given to the transfer agent for the Second Preferred Shares, Series A at
its principal office in the City of Toronto, or to such other transfer
agent at such other city or cities as the Amalgamated Corporation may from
time to time appoint. Such notice shall be signed by such registered
holder or his duty authorized attorney and shall specify the number of
Second Preferred Shares, Series A SCHEDULE II - PAGE 3




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##### 



4L  which such holder desires to have redeemed, and such notice shall be
accompanied by a certificate or certificates representing the Second
Preferred Shares, Series A to be redeemed. If less than all the Second
Preferred Shares, Series A represented by a certificate or certificates
accompanying any such notice are to be redeemed, the holder shall be
entitled to receive, at the expense of the Amalgamated Corporation, a new
certificate representing the Second Preferred Shares, Series A not to be
redeemed. Upon the receipt of a notice and certificates as aforesaid, the
Amalgamated Corporation shall proceed forthwith to redeem the Second
Preferred Shares, Series A in question by payment of the redemption price
and all declared and unpaid dividends if any to which the holder of the
Second Preferred Shares, Series A to be redeemed is entitled, all in the
manner specified in the provisions attaching to the Second Preferred Shares
as a class, as nearly as may be, mutatis mutandis.  4.
    
    The provisions contained in clauses numbered 1 to 4 inclusive (including
this clause) and clauses numbered 1 to 11 both inclusive of the provisions
attaching to the Second Preferred Shares as a class or any of them may be
deleted, varied, modified, amended or amplified by articles of amendment
but only with the prior approval of the Series A Second Preferred
Shareholders given as hereinafter specified, in addition to any vote or
authorization required by the Act.  5.
    
    The approval of Series A Second Preferred Shareholders with respect to
any and all matters referred to herein (in addition to and distinct from
any vote or authorization required by the Act) may be given by resolution
as provided, mutatis mutandis, in clause 11 of the provisions attaching to
the Second Preferred Shares as a class. SCHEDULE II - PAGE 4




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5 Form 4
Business Corporations Act 
  9.
    
    The issue, transfer or ownership of shares
is/is not
restricted and the restrictions (if any) are as
follows:10.
    
    Other provisions, if any:
 Lémission, le transfert ou la propriété dactions est / nest pas restreint.
Les restrictions, sil y a lieu, sont les suivantes : Autres dispositions, sil y a lieu:
   Without restricting any of the powers and capacities of the Amalgamated
Corporation, whether derived from the Business Corporations Act (Ontario)
(sometimes referred to herein and in Schedules I and II hereto as the Act) or
otherwise, the Board of Directors may, without authorization of the
shareholders of the Amalgamated Corporation:  (a)
    
    borrow money upon the credit of the Amalgamated Corporation;(b)
    
    issue, reissue, sell or pledge debt obligations of the Amalgamated Corporation;(c)
    
    subject to section 20 of the Act, give a guarantee on behalf of the Amalgamated
Corporation to secure the performance of any obligation of any person; and(d)
    
    mortgage, hypothecate, pledge or otherwise create a security interest in all or
any property of the Amalgamated Corporation, owned or subsequently acquired, to
secure any obligation of the Amalgamated Corporation. The Board of Directors may from time to time delegate to such one or more
of the directors and officers of the Amalgamated Corporation as may be
designated by the Board of Directors all or any of the powers conferred on the
Board of Directors above to such extent and in such manner as the Board of
Directors shall determine at the time of such delegation.  11.
    
    The statements required by subsection 178(2) of
the Business Corporations Act are attached as Schedule A.  12.
    
    A copy of the amalgamation agreement or
directors resolutions (as the case may be) is/are attached as Schedule B.
 Les déclarations exigées aux termes du paragraphe
178(2) de la Loi sur les sociétés par actions constituent lannexe A. Une copie de la convention de fusion ou les résolutions
des administrateurs (selon le cas) constitue(nt) lannexe
B.




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##### 



6 Form 4
Business Corporations Act 
  These articles are signed in duplicate. Names of the amalgamating corporations and
signatures and descriptions of office of their proper officers.
 Les présents statuts sont signés en double exemplaire. Dénomination sociale des sociétés qui fusionnent,
signature et fonction de leurs dirigeants régulièrement désignés.
   BARRICK GOLD CORPORATION/
SOCIÉTÉ AURIFÈRE BARRICKby
    
    (Signed) Sybil E. VeenmanTitle:
    
    SYBIL E. VEENMANAssociate General Counsel and
SecretaryBARRICK GOLD MINES LTD.by
    
    (Signed) Sybil E. VeenmanTitle: Secretary




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##### 



SCHEDULE A-I STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF THEBUSINESS CORPORATIONS ACT(ONTARIO) I, Sybil E. Veenman, of the City of Toronto, in
the Province of Ontario, hereby state as follows: 1. This Statement is made pursuant to subsection 178(2) of the Business
Corporations
Act(Ontario) (the Act). 2. I am the Associate General Counsel and Secretary of Barrick Gold Corporation
(BGC) and as such have knowledge of its affairs. 3. I have conducted such examinations of the books and records of BGC as are
necessary to enable me to make the statements set forth below. 4. There are reasonable grounds for believing that:  (a)
    
    BGC and the corporation to be formed by the amalgamation (the Amalgamation)
of BGC and Barrick Gold Mines Ltd. will be able to pay their liabilities as
they become due; and(b)
    
    the realizable value of such amalgamated corporations assets will not be less
than the aggregate of its liabilities and stated capital of all classes. 5. There are reasonable grounds for believing that no creditor of BGC will be
prejudiced by the Amalgamation. 6. BGC has not been notified by any creditor that it objects to the Amalgamation.  This Statement is made this 24th day of December, 1998. (Signed) Sybil E. VeenmanName:
    
    SYBIL E. VEENMANTitle:
    
    Associate General Counsel and Secretary




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SCHEDULE A-2 STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF THEBUSINESS CORPORATIONS ACT(ONTARIO) I, Sybil E. Veenman, of the City of Toronto , in
the Province of Ontario, hereby state as follows: 1. This Statement is made pursuant to subsection 178(2) of the Business
Corporations
Act(Ontario) (the Act). 2. I am the Secretary of Barrick Gold Mines Ltd. (Barrick) and as such have
knowledge of its affairs. 3. I have conducted such examinations of the books and records of Barrick as
are necessary to enable me to make the statements set forth below. 4. There are reasonable grounds for believing that:  (a)
    
    Barrick and the corporation to be formed by the amalgamation (the
Amalgamation) of Barrick and Barrick Gold Corporation will be able to pay
their liabilities as they become due; and(b)
    
    the realizable value of such amalgamated corporations assets will not be less
than the aggregate of its liabilities and stated capital of all classes. 5. There are reasonable grounds for believing that no creditor of Barrick will
be
prejudiced by the Amalgamation. 6. Barrick has not been notified by any creditor that it objects to the Amalgamation.  This Statement is made this 24th day of December, 1998. (Signed) Sybil E. VeenmanName:
    
    SYBIL E. VEENMANTitle:
    
    Secretary




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##### 



SCHEDULE B-1 TO ARTICLES OF AMALGAMATION
OF BARRICK GOLD CORPORATION/SOCIÉTÉ
AURIFÈRE BARRICK AND BARRICK GOLD MINES LTD. BARRICK GOLD CORPORATION AUTHORIZATION FOR VERTICAL AMALGAMATION
WITH BARRICK GOLD MINES LTD.
PURSUANT TO SUBSECTION 177(1) OFBUSINESS CORPORATIONS ACT(ONTARIO) WHEREAS subsection 177(1) of the Business Corporations Act(Ontario) (the
Act) provides that a holding corporation and one or more of its wholly-owned
subsidiary
corporations may amalgamate and continue as one corporation in the manner
therein provided
without complying with sections 175 and 176 of the Act; AND WHEREAS Barrick Gold Mines Ltd. (the Subsidiary) is a wholly-owned
subsidiary corporation of the Corporation; AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation and the Subsidiary amalgamate and continue as
one corporation
pursuant to subsection 177(1) of the Act; NOW THEREFORE BE IT RESOLVED THAT 1. the amalgamation (the Amalgamation) of the Corporation and the Subsidiary
on
January 1, 1999, pursuant to the provisions of subsection 177(1) of the Act, be
and the same is hereby approved; 2. upon the Amalgamation becoming effective, all the shares (whether issued or
unissued) of the Subsidiary shall be cancelled without any repayment of capital
in respect thereof; 3. the articles of amalgamation of the corporation (the Amalgamated
Corporation)
continuing from the Amalgamation shall be the same as the articles of the
Corporation;




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##### 



4. upon the Amalgamation becoming effective, the by-laws of the Corporation as
in
effect immediately prior to the Amalgamation shall be the by-laws of the
Amalgamated Corporation; 5. no securities shall be issued and no assets shall be distributed by the
Amalgamated
Corporation in connection with the Amalgamation; and 6. any one director or officer of the Corporation is hereby authorized and
directed,
for and in the name of and on behalf of the Corporation, to execute (whether
under the corporate seal of the Corporation or otherwise) and deliver all such
agreements, instruments, certificates and other documents and to do all such
other acts and things as such director or officer may determine to be necessary
or advisable in connection with the Amalgamation, including the execution and
delivery to the Director appointed under the Act of articles of amalgamation in
the prescribed form in respect of the Amalgamation, the execution of any such
document or the doing of any such other act or thing being conclusive evidence
of such determination. The undersigned hereby certifies that the foregoing is a true and correct
copy of a resolution passed by the directors of the Corporation at a meeting of
directors held on December 8, 1998, which resolution is presently in full force
and effect, unamended. DATED the 24th day of December, 1998. (Signed) Sybil E. VeenmanName:
    
    SYBIL E. VEENMANTitle:
    
    Associate General Counsel
and Secretary




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##### 



SCHEDULE B-2
TO ARTICLES OF AMALGAMATION
OF BARRICK GOLD CORPORATION/SOCIÉTÉ
AURIFÈRE BARRICK AND BARRICK GOLD MINES LTD. BARRICK GOLD MINES LTD. AUTHORIZATION FOR VERTICAL AMALGAMATION
WITH BARRICK GOLD CORPORATION
PURSUANT TO SUBSECTION 177(1) OFBUSINESS CORPORATIONS ACT(ONTARIO) WHEREAS subsection 177(1) of the Act permits a holding corporation and one or
more of its wholly-owned subsidiary corporations to amalgamate and continue as
one corporation
without complying with sections 175 and 176 of the Act; AND WHEREAS the Corporation is a wholly-owned subsidiary of Barrick Gold
Corporation (Parentco); AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation and Parentco amalgamate and continue as one
corporation
pursuant to subsection 177(1) of the Act; NOW THEREFORE BE IT RESOLVED THAT 1. the amalgamation (the Amalgamation) of the Corporation and Parentco
effective
on January 1, 1999, pursuant to the provisions of subsection 177(1) of the Act,
be and the same is hereby approved; 2. upon the Amalgamation becoming effective, all the shares (whether issued or
unissued) of the Corporation shall be cancelled without any repayment of
capital in respect thereof; 3. the articles of amalgamation of the corporation (the Amalgamated
Corporation)
continuing from the Amalgamation shall be the same as the articles of Parentco;




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##### 



4. upon the Amalgamation becoming effective, the by-laws of Parentco as in
effect
immediately prior to the Amalgamation shall be the by-laws of the Amalgamated
Corporation; 5. no securities shall be issued and no assets shall be distributed by the
Amalgamated
Corporation in connection with the Amalgamation; and 6. any one director or officer of the Corporation is hereby authorized and
directed,
for and in the name of and on behalf of the Corporation, to execute (whether
under the corporate seal of the Corporation or otherwise) and deliver all such
agreements, instruments, certificates and other documents and to do all such
other acts and things as such director or officer may determine to be necessary
or advisable in connection with the Amalgamation, including the execution and
delivery to the Director appointed under the Act of articles of amalgamation in
the prescribed form in respect of the Amalgamation, the execution of any such
document or the doing of any such other act or thing being conclusive evidence
of such determination. The undersigned hereby certifies that the foregoing is a true and correct
copy of a resolution passed by the directors of the Corporation on December 23,
1998, which resolution is presently in full force and effect, unamended. DATED the 24th day of December, 1998. (Signed) Sybil E. VeenmanName:
    
    SYBIL E. VEENMANTitle:
    
    Secretary




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##### 



1 Ontario Corporation Number
Numéro de la société en OntarioFor Ministry Use Only
A lusage exclusif du ministère1334166
 Ministry of
    
    Ministère des ServicesConsumer and
    
    aux consommateursBusiness Services
    
    et aux  enterprisesCERTIFICATE
    
    CERTIFICATThis
is to certify that these articles    
are effective on
    
    Ceci certifie que les présents status entrent en vigueur le
 DECEMBER  7 DECEMBRE, 2001(signed)Director / Directrice
    
    TransBusiness Corporations Act/Loi sur les sociétés par actions
    
    Code[ C]18
 Form 3 Business
Corporations
Act
Formule 3
Loi sur les
sociétés par actions ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION 1.
    
    The present name of the corporation is:
    
    Dénomination sociale actuelle de la société:
  B

    A

    R

    R

    I

    C

    K

    

    G

    O

    L

    D

    

    C

    O

    R

    P

    O

    R

    A

    T

    I
    O

    N

    /

    S

    O

    C

    I

    ÉT

    É

    

    A

    U

    R

    I

    F

    È

    R

    E

    

    B

    A

    R

    R

    I

    C
    K
 2.
    
    The name of the corporation is changed to (if applicable):
    
    Nouvelle dénomination sociale
de la société (sil y a lieu) :
 
 3.
    
    Date of incorporation/amalgamation:
    
    Date de la constitution ou de la fusion:
 01/JANUARY/1999(Day, Month, Year)(jour, mois, année)
 4.
    
    The articles of the corporation are amended as follows:
    
    Les statuts de la société sont modifiés de la façon suivante:
  (i)
    
    by providing that the third series of First Preferred Shares shall consist of
one share and by designating the third series as First Preferred Shares,
Series C Special
Voting Share; and(ii)
    
    by providing that the rights, privileges, restrictions and conditions attaching
to First Preferred Shares, Series C Special Voting Share shall be as set out in
Schedule A annexed hereto.




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##### 



1A 4. Continued Form 3 Business
Corporations
Act
Formule 3
Loi sur les
sociétés par actions SCHEDULE A Terms of Special Voting Share The one authorized, issued and outstanding share of the series of First
Preferred Shares designated as the First Preferred Shares, Series C Special
Voting Share shall, in addition to the rights, privileges, restrictions and
conditions attached to the First Preferred Shares as a class, carry and be
subject to the following rights, privileges, restrictions and conditions:  1.
    
    Voting Rights Except for meetings of the holders of the Common Shares required by
applicable law to be held as a separate class meeting, the holder of the one
outstanding First Preferred Shares, Series C Special Voting Share shall be
entitled to receive notice of and to vote, together with the holders of the
Common Shares as a single class, on all matters submitted to a vote of the
holders of the Common Shares, and the holder of the one outstanding First
Preferred Shares, Series C Special Voting Share shall be entitled to cast on
each such matter a number of votes equal to (i) the number of exchangeable
shares (the Exchangeable Shares) of Homestake Canada Inc. and its successors
at law, whether by merger, amalgamation or otherwise, outstanding as of the
record date for such meeting of shareholders which are not owned by the
Corporation or any subsidiary or affiliate of the Corporation, multiplied by
(ii) 0.53.  2.
    
    Dividends The rate of the fixed non-cumulative preferential cash dividends on the
First Preferred Shares, Series C Special Voting Share shall be $0.04 per annum.
Such dividends shall be payable in quarterly installments on the first day of
each of January, April, July and October in each year.  3.
    
    Redemption At such time as no Exchangeable Shares (other than Exchangeable Shares
owned by the Corporation or any subsidiary or affiliate of the Corporation)
shall be outstanding and there are no shares, securities, debt, options or
other agreements which could give rise to the issuance of any Exchangeable
Shares to any person (other than the Corporation or any subsidiary or affiliate
of the Corporation), the Corporation shall, in the manner provided in clauses
8 and 9 of the provisions attaching to the First Preferred Shares as a class,
forthwith thereafter redeem the one outstanding First Preferred Shares, Series
C Special Voting Share for a redemption price of $1.00, together with all
declared and unpaid non-cumulative preferential dividends thereon, if any. Upon
such redemption or other purchase or acquisition thereof by the Corporation,
such share shall be deemed to be retired and cancelled and may not be reissued.




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##### 



2 Form 3 Business
Corporations
Act
Formule 3
Loi sur les
sociétés par actions 5.
    
    The amendment has been duly authorized as
required by sections 168 and 170 (as applicable) of
the Business Corporations Act.
    
    La modification a été dûment autorisée conformément
aux articles 168 et 170 (selon le cas) de la Loi sur les
sociétés par actions.6.
    
    The resolution authorizing the amendment was
approved by the shareholders / directors (as
applicable) of the corporation on
    
    Les actionnaires ou les
administrateurs (selon le cas) de
la société ont approuvé la résolution autorisant la
modification le
 26/SEPTEMBER/2001
(Day, Month, Year)
(jour, mois, année) These articles are signed in duplicate.
    
    Les présents statuts sont signés en double exemplaire.BARRICK GOLD CORPORATION/SOCIÉTÉ AURIFÈRE BARRICK(Name of Corporation)(Dénomination sociale de la société)
 By/Par:
    (Signed)  Sybil E. Veenman Secretary(Signature)               (Description of Office)(Signature)                      (Fonction)




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##### 



BY-LAW NO. 1 A by-law relating generally to the conduct of the affairs of Barrick Gold
Corporation. BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of Barrick Gold
Corporation (hereinafter called the Corporation) as follows: DEFINITIONS 1. In this by-law and all other by-laws of the Corporation, unless the context
otherwise specifies or requires:  (a)
    
    Act means the Business Corporations Act, 1982, S.O. 1982,
c. 4, as from time to time amended, and every statute that may be
substituted therefor and, in the case of such amendment or
substitution, any reference in the by-laws of the Corporation shall
be read as referring to the amended or substituted provisions
therefor;(b)
    
    by-laws means any by-law of the Corporation from time to
time in force and effect;(c)
    
    all terms contained in the by-laws which are defined in the
Act shall have the meanings given to such terms in the Act;(d)
    
    words importing the singular number only shall include the
plural and vice-versa; words importing the masculine gender shall
include the feminine and neuter genders; and(e)
    
    the headings used in the by-laws are inserted for reference
purposes only and are not to be considered or taken into account in
construing the terms or provisions thereof or to be deemed in any
way to clarify, modify or explain the effect of any such terms or
provisions. REGISTERED OFFICE 2. The Corporation may from time to time (i) by resolution of the directors
change the address of the registered office of the Corporation within the
municipality or geographic township within Ontario specified in its articles,
and (ii) by an amendment to its articles, change the municipality or geographic
township within Ontario in which its registered office is situated. SEAL 3. The Corporation may, but need not, have a corporate seal. An instrument or
agreement executed on behalf of the Corporation by a director, an officer or an
agent of the Corporation is not invalid merely because the corporate seal, if
any, is not affixed thereto.




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##### 



-2- DIRECTORS 4. Number and powers. The number of directors of the Corporation is set out in
the articles of the Corporation. A majority of the directors shall be resident
Canadians. Subject to any unanimous shareholder agreement, the directors shall
manage or supervise the management of the business and affairs of the
Corporation and may exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation and are not by the Act, the
articles, the by-laws, any special resolution of the Corporation, a unanimous
shareholder agreement or by statute expressly directed or required to be done
in some other manner. Notwithstanding any vacancy among the directors the remaining directors
may exercise all the powers of the board so long as a quorum of the board
remains in office. Subject to subsections 124(1), (2), (4) and (5) of the Act and to the
Corporations articles, where there is a quorum of directors in office and a
vacancy occurs, the directors remaining in office may appoint a qualified
person to hold office for the unexpired term of his predecessor. 5. Duties. Every director and officer of the Corporation in exercising his
powers and discharging his duties shall:  (a)
    
    act honestly and in good faith with a view to the best
interests of the Corporation; and(b)
    
    exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances. Every director and officer of the Corporation shall comply with the Act,
the regulations thereunder, the Corporations articles and by-laws and any
unanimous shareholder agreement. 6. Qualification.
Every director shall be an individual eighteen (18) or more
years of age and no one who is of unsound mind and has been so found by a court
in Canada or elsewhere or who has the status of a bankrupt shall be a director. 7. Term of office.
A directors term of office (subject to the provisions, if
any, of the Corporations articles, and subject to his election for an
expressly stated term) shall be from the date of the meeting at which he is
elected or appointed until the close of the annual meeting of shareholders next
following his election or appointment or until his successor is elected or
appointed. 8. Vacation of office.
The office of a director shall be vacated if:  (a)
    
    he dies or, subject to subsection 119(2) of the Act, sends to
the Corporation a written resignation and such resignation, if not
effective upon receipt by the Corporation, becomes effective in
accordance with its terms;(b)
    
    he is removed from office;




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##### 



-3-  (c)
    
    he becomes bankrupt; or(d)
    
    he is found by a court in Canada or elsewhere to be of
unsound mind. 9. Election and removal.
Directors shall be elected by the shareholders by
ordinary resolution on a show of hands unless a poll is demanded and if a poll
is demanded such election shall be by ballot. Except for those directors
elected for an expressly stated term, all the directors then in office shall
cease to hold office at the close of the meeting of shareholders at which
directors are to be elected but, if qualified, are eligible for re-election.
Subject to subsection 122(2) of the Act, the shareholders of the Corporation
may by ordinary resolution at an annual or special meeting remove any director
before the expiration of his term of office and may, by a majority of the votes
cast at the meeting, elect any person in his stead for the remainder of this
term. Whenever at any election of directors of the Corporation the number or the
minimum number of directors required by the articles is not elected by reason
of the disqualification, incapacity or the death of any candidates, the
directors elected at that meeting may exercise all the powers of the directors
if the number of directors so elected constitutes a quorum pending the holding
of a meeting of shareholders in accordance with subsection 124(3) of the Act. A retiring director shall cease to hold office at the close of the meeting
at which his successor is elected unless such meeting was called for the
purpose of removing him from office as a director in which case the director so
removed shall vacate office forthwith upon the passing of the resolution for
his removal. 10. Validity of acts.
An act done by a director or by an officer is not
invalid by reason only of any defect that is thereafter discovered in his
appointment, election or qualification. MEETINGS OF DIRECTORS 11. Place of meeting.
Meetings of directors and of any committee of directors
may be held at any place within or outside Ontario and in any financial year a
majority of the meetings of the board of directors need not be held at a place
within Canada. A meeting of directors may be convened by the Chairman of the
Board (if any), the President or any director at any time and the Secretary
shall upon direction of any of the foregoing convene a meeting of directors. A
quorum of the directors may, at any time, call a meeting of the directors for
the transaction of any business the general nature of which is specified in the
notice calling the meeting. 12. Notice.
Notice of the time and place for the holding of any such meeting
shall be sent to each director not less than 2 days (exclusive of the day on
which the notice is sent but inclusive of the day for which notice is given)
before the date of the meeting; provided that meetings of the directors or of
any committee of directors may be held at any time without formal notice if all
the directors are present (except where a director attends a meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called) or if all the absent directors have
waived notice.




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##### 



-4- Notice of the time and place for the holding of any meeting of directors
or any committee of directors may be given by delivery, telegraph, cable, telex
or other electronic means that produces a written copy. For the first meeting of directors to be held following the election of
directors at an annual or special meeting of the shareholders or for a meeting
of directors at which a director is appointed to fill a vacancy in the board,
no notice of such meeting need be given to the newly elected or appointed
director or directors in order for the meeting to be duly constituted, provided
a quorum of the directors is present. 13. Waiver of notice.
Notice of any meeting of directors or of any committee
of directors or any irregularity in any meeting or in the notice thereof may be
waived in any manner by any director and such waiver may be validly given
either before or after the meeting to which such waiver relates. Attendance of
a director at a meeting of directors is a waiver of notice of the meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business on the grounds that the meeting is not
lawfully called. 14. Telephone participation.
Where all the directors of the Corporation
present at or participating in the meeting consent thereto (either before or
after the meeting), a director may participate in a meeting of directors or of
any committee of directors by means of such telephone, electronic or other
communications facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and a director
participating in a meeting by such means shall be deemed for the purposes of
the Act to be present at that meeting. If the majority of the directors
participating in the meeting are then in Canada, the meeting shall be deemed to
be held in Canada. 15. Adjournment.
Any meeting of directors or of any committee of directors may
be adjourned from time to time by the chairman of the meeting, with the consent
of the meeting, to a fixed time and place and no notice of the time and place
for the holding of the adjourned meeting need be given to any director if the
time and place of the adjourned meeting is announced at the original meeting.
Any adjourned meeting shall be duly constituted if held in accordance with the
terms of the adjournment and a quorum is present thereat. The directors who
formed a quorum at the original meeting are not required to form the quorum at
the adjourned meeting. If there is no quorum present at the adjourned meeting,
the original meeting shall be deemed to have terminated forthwith after its
adjournment. 16. Quorum and voting.
A majority of the number of directors or minimum number
of directors required by the articles shall constitute a quorum at a meeting of
directors or any committee of directors for the transaction of business.
Subject to subsection 124(1) and subsection 126(7) of the Act, no business
shall be transacted by the directors except at a meeting of directors at which
a quorum is present and at which a majority of the directors present are
resident Canadians. Questions arising at any meeting of directors shall be
decided by a majority of votes. In case of an equality of votes, the chairman
of the meeting in addition to his original vote shall have a second or casting
vote.




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##### 



-5- COMMITTEES OF DIRECTORS 17.
General. The directors may from time to time appoint from their number a
committee of directors, a majority of whom shall be resident Canadians, and may
delegate to such committee any of the powers of the directors, except that no
such committee shall have the authority to:  (a)
    
    submit to the shareholders any question or matter requiring
the approval of the shareholders;(b)
    
    fill a vacancy among the directors or in the office of
auditor or appoint or remove any of the chief executive officer,
however designated, the chief financial officer, however designated,
the chairman or the president of the Corporation;(c)
    
    subject to section 183 of the Act, issue securities except in
the manner and on the terms authorized by the directors;(d)
    
    declare dividends;(e)
    
    purchase, redeem or otherwise acquire shares issued by the
Corporation;(f)
    
    pay a commission referred to in section 37 of the Act;(g)
    
    approve a management information circular referred to in Part
VIII of the Act;(h)
    
    approve a take-over bid circular, directors circular, or
issuer bid circular referred to in Part XIX of the Securities Act;(i)
    
    approve any financial statements referred to in clause
153(1)(b) of the Act and Part XVII of the Securities Act; or(j)
    
    adopt, amend or repeal by-laws. 18.
Audit Committee. If the Corporation is an offering corporation as
defined in paragraph 1(1)27 of the Act, the board of directors shall, and
otherwise the directors may, elect annually from among their number an audit
committee to be composed of not fewer than 3 directors, a majority of whom are
not officers or employees of the Corporation or any of its affiliates to hold
office until the next annual meeting of the shareholders. Each member of the audit committee shall serve during the pleasure of the
board of directors and, in any event, only so long as he shall be a director.
The directors may fill vacancies in the audit committee by election from among
their number. The audit committee shall have power to fix its quorum at not less than a
majority of its members and to determine its own rules of procedure subject to
any regulations imposed by the board of directors from time to time and to the
following paragraph.




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-6- The auditor of the Corporation is entitled to receive notice of every
meeting of the audit committee and, at the expense of the Corporation, to
attend and be heard thereat; and, if so requested by a member of the audit
committee, shall attend every meeting of the committee held during the term of
office of the auditor. The auditor of the Corporation or any member of the
audit committee may call a meeting of the committee. The audit committee shall review the financial statements of the
Corporation and shall report thereon to the board of directors of the
Corporation prior to approval thereof by the board of directors and shall have
such other powers and duties as may from time to time by resolution be assigned
to it by the board. REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES 19. The remuneration to be paid to the directors of the Corporation shall be
such as the directors shall from time to time by resolution determine and such
remuneration shall be in addition to the salary paid to any officer or employee
of the Corporation who is also a director. The directors may also by
resolution award special remuneration to any director in undertaking any
special services on the Corporations behalf other than the normal work
ordinarily required of a director of a corporation. The confirmation of any
such resolution or resolutions by the shareholders shall not be required. The
directors may fix the remuneration of the officers and employees of the
Corporation. The directors, officers and employees shall also be entitled to
be paid their travelling and other expenses properly incurred by them in
connection with the affairs of the Corporation. SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL 20. The directors in their discretion may submit any contract, act or
transaction for approval, ratification or confirmation at any meeting of the
shareholders called for the purpose of considering the same and any contract,
act or transaction that shall be approved, ratified or confirmed by resolution
passed by a majority of the votes cast at any such meeting (unless any
different or additional requirement is imposed by the Act or by the
Corporations articles or by-laws) shall be as valid and as binding upon the
Corporation and upon all the shareholders as though it had been approved,
ratified and/or confirmed by every shareholder of the Corporation. FOR THE PROTECTION OF DIRECTORS AND OFFICERS 21. No director or officer for the time being of the Corporation shall be
liable for the acts, receipts, neglects or defaults of any other director or
officer or employee or for joining in any receipt or act for conformity or for
any loss, damage or expense suffered or incurred by the Corporation through the
insufficiency or deficiency of title to any property acquired by the
Corporation or for or on behalf of the Corporation or for the insufficiency or
deficiency of any security in or upon which any of the moneys of or belonging
to the Corporation shall be placed out or invested or for any loss or damage
arising from the bankruptcy, insolvency or tortious act of any person, firm or
corporation including any person, firm or corporation with whom or which any
moneys, securities or effects shall be lodged or deposited or for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealings with any




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-7- moneys, securities or other assets belonging to the Corporation or for any
other loss, damage or misfortune whatever which may happen in the execution of
the duties of his respective office of trust or in relation thereto, unless the
same shall happen by or through his failure to exercise the powers and to
discharge the duties of his office honestly and in good faith with a view to
the best interests of the Corporation, and in connection therewith to exercise
the care, diligence and skill that a reasonably prudent person would exercise
in comparable circumstances, provided that nothing herein contained shall
relieve a director or officer from the duty to act in accordance with the Act
or regulations made thereunder or relieve him from liability for a breach
thereof. The directors for the time being of the Corporation shall not be
under any duty or responsibility in respect of any contract, act or transaction
whether or not made, done or entered into in the name or on behalf of the
Corporation, except such as shall have been submitted to and authorized or
approved by the board of directors. If any director or officer of the
Corporation shall be employed by or shall perform services for the Corporation
otherwise than as a director or officer or shall be a member of a firm or a
shareholder, director or officer of a body corporate which is employed by or
performs services for the Corporation, the fact of his being a shareholder,
director or officer of the Corporation shall not disentitle such director or
officer or such firm or body corporate, as the case may be, from receiving
proper remuneration for such services. INDEMNITIES TO DIRECTORS AND OTHERS 22. Subject to subsections 136(2) and (3) of the Act, the Corporation shall
indemnify a director or officer of the Corporation, a former director or
officer of the Corporation or a person who acts or acted at the Corporations
request as a director or officer of a body corporate of which the Corporation
is or was a shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a director or officer of such
corporation or body corporate, if  (a)
    
    he acted honestly and in good faith with a view to the best
interests of the Corporation; and(b)
    
    in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful. The Corporation is hereby authorized to execute agreements evidencing its
indemnity in favour of the foregoing persons to the full extent permitted by
law. OFFICERS 23.
Appointment of officers. The directors shall annually or as often as may
be required appoint a President and a Secretary and if deemed advisable may
annually or as often as may be required appoint a Chairman of the Board, one or
more Vice-Presidents, a Treasurer and one or more Assistant Secretaries and/or
one or more Assistant Treasurers. None of such officers, except the Chairman
of the Board, need be a director of the Corporation. Any director may be
appointed to any office of the Corporation. Two or more of such offices may be
held by




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-8- the same person. In case and whenever the same person holds the offices of
Secretary and Treasurer he may but need not be known as the
Secretary-Treasurer. The directors may from time to time appoint such other
officers, employees and agents as they shall deem necessary who shall have such
authority and shall perform such functions and duties as may from time to time
be prescribed by resolution of the directors. 24. Removal of officers, etc.
All officers, employees and agents, in the
absence of agreement to the contrary, shall be subject to removal by resolution
of the directors at any time, with or without cause. 25. Duties of officers may be delegated.
In case of the absence or inability
or refusal to act of any officer of the Corporation or for any other reason
that the directors may deem sufficient, the directors may delegate all or any
of the powers of such officer to any other officer or to any director for the
time being. 26. Chairman of the Board.
The Chairman of the Board (if any), shall when
present preside at all meetings of the directors, any committee of the
directors and shareholders, shall sign such documents as may require his
signature in accordance with the by-laws of the Corporation and shall have such
other powers and shall perform such other duties as may from time to time be
assigned to him by resolution of the directors or as are incident to his
office. 27. President.
The President shall be the chief executive officer of the
Corporation and shall exercise general supervision over the business and
affairs of the Corporation. In the absence of the Chairman of the Board (if
any), and if the President is also a director of the Corporation, the President
shall, when present, preside at all meetings of the directors, any committee of
the directors and shareholders; he shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other
powers and shall perform such other duties as may from time to time be assigned
to him by resolution of the directors or as are incident to his office. 28. Executive Vice-President.
The Executive Vice-President or, if more than
one, the Executive Vice-Presidents in order of seniority, shall be vested with
all the powers and shall perform all the duties of the President in the absence
or inability or refusal to act of the President, provided, however, that an
Executive Vice-President who is not a director shall not preside as chairman at
any meeting of shareholders. The Executive Vice-President or, if more than
one, the Executive Vice-Presidents in order of seniority, shall sign such
contracts, documents or instruments in writing as require his or their
signatures and shall also have such other powers and duties as may from time to
time be assigned to him or them by resolution of the board of directors. 29. Vice-President.
The Vice-President or, if more than one, the
Vice-Presidents in order of seniority, shall be vested with all the powers and
shall perform all the duties of the President in the absence or inability or
refusal to act of the President, provided, however, that a Vice-President who
is not a director shall not preside as chairman at any meeting of directors or
shareholders. The Vice-President or, if more than one, the Vice-Presidents in
order of seniority, shall sign such contracts, documents or instruments in
writing as require his or their signatures




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-9- and shall also have such other powers and duties as may from time to time be
assigned to him or them by resolution of the directors. 30. Secretary.
The Secretary shall give or cause to be given notices for all
meetings of the directors, any committee of the directors and shareholders when
directed to do so and shall have charge of the minute books of the Corporation
and, subject to the provisions of paragraph 45 hereof, of the documents and
registers referred to in subsections 140(1) and (2) of the Act. He shall sign
such contracts, documents or instruments in writing as require his signature
and shall have such other powers and duties as may from time to time be
assigned to him by resolution of the directors or as are incident to his
office. 31. Treasurer.
Subject to the provisions of any resolution of the directors,
the Treasurer shall have the care and custody of all the funds and securities
of the Corporation and shall deposit the same in the name of the Corporation in
such bank or banks or with such other depositary or depositaries as the
directors may by resolution direct. He shall prepare and maintain adequate
accounting records. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties as
may from time to time be assigned to him by resolution of the directors or as
are incident to his office. He may be required to give such bond for the
faithful performance of his duties as the directors in their uncontrolled
discretion may require and no director shall be liable for failure to require
any such bond or for the insufficiency of any such bond or for any loss by
reason of the failure of the Corporation to receive any indemnity thereby
provided. 32. Assistant Secretary and Assistant Treasurer.
The Assistant Secretary or,
if more than one, the Assistant Secretaries in order of seniority, and the
Assistant Treasurer or, if more than one, the Assistant Treasurers in order of
seniority, shall perform all the duties of the Secretary and Treasurer,
respectively, in the absence or inability to act of the Secretary or Treasurer
as the case may be. The Assistant Secretary or Assistant Secretaries, if more
than one, and the Assistant Treasurer or Assistant Treasurers, if more than
one, shall sign such contracts, documents or instruments in writing as require
his or their signatures respectively and shall have such other powers and
duties as may from time to time be assigned to them by resolution of the
directors. 33. General Manager or Manager or Managing Director.
The directors may from
time to time appoint a General Manager or one or more Managers (each of whom
may but need not be a director of the Corporation) and may delegate to them
such power and authority to manage and direct the business and affairs of the
Corporation (except such matters and duties as by law must be transacted or
performed by the board of directors or by the shareholders in general meeting)
and to employ and discharge agents and employees of the Corporation as the
board of directors considers desirable. If and so long as a General Manager or
Manager is a director he may but need not be known as a Managing Director. If
and so long as a General Manager or Manager is a director he must be a resident
Canadian. A General Manager or Manager shall conform to all lawful orders
given to him by the board of directors of the Corporation and shall at all
reasonable times give to the directors or any of them all information they may
require regarding the affairs of the Corporation. Any agent or employee
appointed by a General Manager or Manager shall be subject to discharge by the
board of directors.




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-10- 34. Vacancies.
If the office of Chairman of the Board, President, Executive
Vice-President, Vice-President, Secretary, Assistant Secretary, Treasurer,
Assistant Treasurer, or any other office created by the directors pursuant to
paragraph 23 hereof shall be or become vacant by reason of death, resignation
or in any other manner whatsoever, the directors shall in the case of the
President or the Secretary and may in the case of the other officers appoint an
officer to fill such vacancy. SHAREHOLDERS MEETINGS 35. Annual or special meetings.
Subject to subsection 104(1) of the Act, the
directors of the Corporation,  (a)
    
    shall call an annual meeting of shareholders not later than
eighteen months after the Corporation comes into existence and
subsequently not later than fifteen months after holding the last
preceding annual meeting; and(b)
    
    may at any time call a special meeting of shareholders. 36. Place of meetings.
Subject to the articles and any unanimous shareholder
agreement, a meeting of the shareholders of the Corporation may be held at such
place in or outside Ontario as the directors may determine or, in the absence
of such a determination, at the place where the registered office of the
Corporation is located. 37. Notice.
A notice stating the day, hour and place of meeting and, if
special business is to be transacted thereat, stating (or accompanied by a
statement of) (i) the nature of that business in sufficient detail to permit
the shareholder to form a reasoned judgment thereon, and (ii) the text of any
special resolution or by-law to be submitted to the meeting, shall be served by
sending such notice to each person who is entitled to notice of such meeting
and who on the record date for notice appears on the records of the Corporation
or its transfer agent as a shareholder entitled to vote at the meeting and to
each director of the Corporation and to the auditor of the Corporation by
prepaid mail not less than 21 days and not more than 50 days (exclusive of the
day of mailing and of the day for which notice is given) before the date (if
the Corporation is an offering corporation as such term is defined in the Act)
or not less than 10 days before the date (if the Corporation is not an offering
corporation) of every meeting addressed to the latest address of each such
person as shown in the records of the Corporation or its transfer agent, or if
no address is shown therein, then to the last address of each such person known
to the Secretary; provided that a meeting of shareholders may be held for any
purpose at any date and time and at any place without notice if all the
shareholders and other persons entitled to notice of such meeting are present
in person or represented by proxy at the meeting (except where the shareholder
or such other 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) or if all the shareholders and other persons entitled to
notice of such meeting and not present in person nor represented by proxy
thereat waive notice of the meeting. Notice of any meeting of shareholders or
the time for the giving of any such notice or any irregularity in any such
meeting or in the notice thereof may be waived in any manner by any
shareholder, the duly appointed proxy of any shareholder, any director or the
auditor of the Corporation and any other person entitled to attend




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-11- a meeting of shareholders, and any such waiver may be validly given either
before or after the meeting to which such waiver relates. The auditor of the Corporation is entitled to attend any meeting of
shareholders of the Corporation and to receive all notices and other
communications relating to any such meeting that a shareholder is entitled to
receive. 38.
Omission of notice. The accidental omission to give notice of any meeting
to or the non-receipt of any notice by any person shall not invalidate any
resolution passed or any proceeding taken at any meeting of shareholders. 39.
Record dates for notice of meetings. Subject to subsection 95(4) of the
Act, the directors may also fix in advance the date as the record date for the
determination of shareholders entitled to receive notice of a meeting of
shareholders, but such record date shall not precede by more than 50 days or by
less than 21 days the date on which the meeting is to be held. If no record date is fixed, the record date for the determination of the
shareholders entitled to receive notice of a meeting of the shareholders shall
be  (i)
    
    at the close of business on the day
immediately preceding the day on which notice is given; or(ii)
    
    if no notice is given, the day on which the
meeting is held. 40.
Votes. Every question submitted to any meeting of shareholders shall be
decided in the first instance on a show of hands and in case of an equality of
votes the chairman of the meeting shall both on a show of hands and at a poll
have a second or casting vote in addition to the vote or votes to which he may
be entitled as a shareholder or proxy nominee. At any meeting, unless a poll is demanded by a shareholder or proxyholder
entitled to vote at the meeting either before or after any vote by a show of
hands, a declaration by the Chairman of the meeting that a resolution has been
carried or carried unanimously or by a particular majority or lost or not
carried by a particular majority shall be evidence of the fact without proof of
the number or proportion of votes recorded in favour of or against the motion. In the absence of the Chairman of the Board (if any), the President, any
Executive Vice-President and any Vice-President who is a director, the
shareholders present entitled to vote shall choose another director as chairman
of the meeting and if no director is present or if all the directors present
decline to take the chair then the shareholders present shall choose one of
their number to be chairman. If at any meeting a poll is demanded on the election of a chairman or on
the question of adjournment or termination, the poll shall be taken forthwith
without adjournment. If a poll is demanded on any other question or as to the
election of directors, the poll shall be taken by ballot in such manner and
either at once or later at the meeting or after adjournment as the chairman of
the meeting directs. The result of a poll shall be deemed to be the resolution
of the meeting at which the poll was demanded. A demand for a poll may be made
either before or after any vote by show of hands and may be withdrawn.




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-12- Where two or more persons hold the same share or shares jointly, any one
of such persons present at a meeting of shareholders has the right, in the
absence of the other or others, to vote in respect of such share or shares, but
if more than one of such persons are present or represented by proxy and vote,
they shall vote together as one on the share or shares jointly held by them. 41.
Proxies. Votes at meetings of the shareholders may be given either
personally or by proxy. At every meeting at which he is entitled to vote,
every shareholder present in person and every proxyholder shall have one (1)
vote on a show of hands. Upon a poll at which he is entitled to vote every
shareholder present in person or by proxy shall (subject to the provisions, if
any, of the Corporations articles) have one (1) vote for every share
registered in his name. Every shareholder, including a shareholder that is a body corporate,
entitled to vote at a meeting of shareholders may by means of a proxy appoint a
proxyholder or proxyholders or one or more alternate proxyholders, who need not
be shareholders, as his nominee to attend and act at the meeting in the manner,
to the extent and with the authority conferred by the proxy. A proxy shall be executed by the shareholder or his attorney authorized in
writing or, if the shareholder is a body corporate, by an officer or attorney
thereof duly authorized. If the Corporation is an offering corporation as
defined to paragraph 1(1)27 of the Act, any such proxy appointing a proxyholder
to attend and act at a meeting or meetings of shareholders ceases to be valid
one year from its date. An instrument appointing a proxyholder may be in the following form or in
any other form which complies with the regulations made under the Act: The undersigned shareholder of Barrick Gold Corporation hereby appoints       
of      , whom failing,
        , of            as the nominee of the
undersigned to attend and act for and on behalf of the undersigned at the
meeting of the shareholders of the said Corporation to be held on the            day
of      , 19       and at any adjournment thereof in the same
manner, to the same extent and with the same power as if the undersigned were
personally present at the said meeting or such adjournment thereof. DATED the
    
    day of
    
    , 19          .Signature of Shareholder
 This form of proxy must be signed by a shareholder or his attorney authorized
in writing or, if the shareholder is a body corporate, by an officer or
attorney thereof duly authorized. The directors may from time to time pass regulations regarding the lodging
of instruments appointing a proxyholder at some place or places other than the
place at which a meeting or adjourned meeting of shareholders is to be held and
for particulars of such instruments to be telegraphed, cabled, telexed, sent in
writing or otherwise communicated by electronic means that produces a written
copy before the meeting or adjourned meeting to the Corporation or any agent of
the Corporation appointed for the purpose of receiving such




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13 particulars and providing that instruments appointing a proxyholder so
lodged may be voted upon as though the instruments themselves were produced at
the meeting or adjourned meeting and votes given in accordance with such
regulations shall be valid and shall be counted. The chairman of the meeting
of shareholders may, subject to any regulations made as aforesaid, in his
discretion accept telegraphic, telex, cable or written communication, or
electronic communication that produces a written copy, as to the authority of
anyone claiming to vote on behalf of and to represent a shareholder
notwithstanding that no instrument of proxy conferring such authority has been
lodged with the Corporation, and any votes given in accordance with such
telegraphic, telex, cable, written or electronic communication accepted by the
chairman of the meeting shall be valid and shall be counted. 42.
Adjournment. The chairman of the meeting may with the consent of the
meeting adjourn any meeting of shareholders from time to time to a fixed time
and place and if the meeting is adjourned for less than thirty (30) days no
notice of the time and place for the holding of the adjourned meeting need be
given to any shareholder, other than by announcement at the earliest meeting
that is adjourned. If a meeting of shareholders is adjourned by one or more
adjournments for an aggregate of thirty (30) days or more, notice of the
adjourned meeting shall be given as for an original meeting but, unless the
meeting is adjourned by one or more adjournments for an aggregate of more than
ninety (90) days, section 111 of the Act does not apply. Any adjourned meeting
shall be duly constituted if held in accordance with the terms of the
adjournment and a quorum is present thereat. The persons who formed a quorum
at the original meeting are not required to form the quorum at the adjourned
meeting. If there is no quorum present at the adjourned meeting, the original
meeting shall be deemed to have terminated forthwith after its adjournment.
Any business may be brought before or dealt with at any adjourned meeting which
might have been brought before or dealt with at the original meeting in
accordance with the notice calling the same. 43.
Quorum. Two (2) persons present and each holding or representing by proxy
at least one (1) issued share of the Corporation shall be a quorum of any
meeting of shareholders for the choice of a chairman of the meeting and for the
adjournment of the meeting to a fixed time and place but may not transact any
other business; for all other purposes a quorum for any meeting (unless a
greater number of shareholders and/or a greater number of shares are required
to be represented by the Act or by the Corporations articles or by any by-law
of the Corporation) shall be persons present not being less than two (2) in
number and holding or representing by proxy not less than twenty per cent (20%)
of the total number of votes attaching to the issued shares of the Corporation
for the time being enjoying voting rights at such meeting. If a quorum is
present at the opening of a meeting of shareholders, the shareholders present
may proceed with the business of the meeting, notwithstanding that a quorum is
not present throughout the meeting. Notwithstanding the foregoing, if the Corporation has only one
shareholder, or only one shareholder of any class or series of shares, the
shareholder present in person or by proxy constitutes a meeting and a quorum
for such meeting.




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-14- SHARES AND TRANSFERS 44.
Issuance. Subject to the articles of the Corporation and any unanimous
shareholder agreement, shares in the Corporation may be issued at such time and
issued to such persons and for such consideration as the directors may
determine. 45. Security certificates. Security certificates (and the form of transfer
power on the reverse side thereof) shall (subject to compliance with section 56
of the Act) be in such form as the directors may from time to time by
resolution approve and, subject to subsection 55(3) of the Act, such
certificates shall be signed manually by at least one director or officer of
the Corporation or by or on behalf of a registrar, transfer agent, branch
transfer agent or issuing or other authenticating agent of the Corporation, or
by a trustee who certifies it in accordance with a trust indenture, and any
additional signatures required on a security certificate may be printed or
otherwise mechanically reproduced thereon. Notwithstanding any change in the
persons holding an office between the time of actual signing and the issuance
of any certificate and notwithstanding that a person signing may not have held
office at the date of issuance of such certificate, any such certificate so
signed shall be valid and binding upon the Corporation. 46. Transfer agents. For each class of securities and warrants issued by the
Corporation, the directors may from time to time by resolution appoint or
remove,  (a)
    
    a trustee, transfer agent or other agent to keep the
securities register and the register of transfer and one or more
persons or agents to keep branch registers; and(b)
    
    a registrar, trustee or agent to maintain a record of issued
security certificates and warrants, and subject to section 48 of the Act, one person may be appointed for the
purposes of both clauses (a) and (b) in respect of all securities and warrants
of the Corporation or any class or classes thereof. 47. Surrender of security certificates. Subject to the Act, no transfer of a
security issued by the Corporation shall be recorded or registered unless and
until (i) the security certificate representing the security to be transferred
has been surrendered and cancelled or (ii) if no security certificate has been
issued by the Corporation in respect of such share, a duly executed security
transfer power in respect thereof has been presented for registration. 48. Defaced, destroyed, stolen or lost security certificates. In case of the
defacement, destruction, theft or loss of a security certificate, the fact of
such defacement, destruction, theft or loss shall be reported by the owner to
the Corporation or to an agent of the Corporation (if any) acting on behalf of
the Corporation, with a statement verified by oath or statutory declaration as
to the defacement, destruction, theft or loss and the circumstances concerning
the same and with a request for the issuance of a new security certificate to
replace the one so defaced, destroyed, stolen or lost. Upon the giving to the
Corporation (or, if there be an agent, hereinafter in this paragraph referred
to as the Corporations agent, then to the Corporation and the Corporations
agent) of an indemnity bond of a surety company in such form as is approved by
the directors or by the Chairman of the Board (if any), the President, an
Executive Vice-President, a Vice-




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-15- President, the Secretary or the Treasurer of the Corporation, indemnifying the
Corporation (and the Corporations agent if any) against all loss, damage and
expense, which the Corporation and/or the Corporations agent may suffer or be
liable for by reason of the issuance of a new security certificate to such
shareholder, and provided the Corporation or the Corporations agent does not
have notice that the security has been acquired by a bona fide purchaser, a new
security certificate may be issued in replacement of the one defaced,
destroyed, stolen or lost, if such issuance is ordered and authorized by any
one of the Chairman of the Board (if any), the President, an Executive
Vice-President, a Vice-President, the Secretary or the Treasurer of the
Corporation or by resolution of the directors. DIVIDENDS 49. The directors may from time to time by resolution declare and the
Corporation may pay dividends on its issued shares, subject to the provisions
(if any) of the Corporations articles. The directors shall not declare and the Corporation shall not pay a
dividend if there are reasonable grounds for believing that:  (a)
    
    the Corporation is, or, after the payment, would be unable to
pay its liabilities as they become due; or(b)
    
    the realizable value of the Corporations assets would
thereby be less than the aggregate of its liabilities and stated
capital of all classes. The directors may declare and the Corporation may pay a dividend by
issuing fully paid shares of the Corporation or options or rights to acquire
fully paid shares of the Corporation and, subject to section 38 of the Act, the
Corporation may pay a dividend in money or property. 50. In case several persons are registered as the joint holders of any
securities of the Corporation, any one of such persons may give effectual
receipts for all dividends and payments on account of dividends, principal,
interest and/or redemption payments on redemption of securities (if any)
subject to redemption in respect of such securities. RECORD DATES 51. Subject to subsection 95(4) of the Act, the directors may fix in advance a
date as the record date for the determination of shareholders (i) entitled to
receive payment of a dividend, (ii) entitled to participate in a liquidation or
distribution, or (iii) for any other purpose except the right to receive notice
of or to vote at a meeting of shareholders, but such record date shall not
precede by more than 50 days the particular action to be taken. If no record date is fixed, the record date for the determination of
shareholders for any purpose, other than to establish a record date for the
determination of shareholders entitled to receive notice of a meeting of
shareholders or to vote, shall be the close of business on the day on which the
directors pass the resolution relating thereto.




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-16- VOTING SECURITIES IN OTHER ISSUERS 52. All securities of any other body corporate or issuer of securities carrying
voting rights held from time to time by the Corporation may be voted at all
meetings of shareholders, bondholders, debenture holders or holders of such
securities, as the case may be, of such other body corporate or issuer and in
such manner and by such person or persons as the directors of the Corporation
shall from time to time determine and authorize by resolution. The duly
authorized signing officers of the Corporation may also from time to time
execute and deliver for and on behalf of the Corporation proxies and/or arrange
for the issuance of voting certificates and/or other evidence of the right to
vote in such names as they may determine without the necessity of a resolution
or other action by the directors. NOTICES, ETC. 53. Service. Any notice or other document required to be given or sent by the
Corporation to any shareholder or director of the Corporation shall be
delivered personally or sent by prepaid mail or by telegram, telex or other
electronic means that produces a written copy addressed to:  (a)
    
    the shareholder at his latest address as shown on the records
of the Corporation or its transfer agent; and(b)
    
    the director at his latest address as shown in the records of
the Corporation or in the last notice filed under the Corporations
Information Act, whichever is the more current. With respect to every notice or other document sent by prepaid mail it shall be
sufficient to prove that the envelope or wrapper containing the notice or other
document was properly addressed and put into a post office or into a post
office letter box and shall be deemed to be received by the addressee on the
fifth day after mailing. 54. Undelivered Mail. If the Corporation sends a notice or document to a
shareholder and the notice or document is returned on three consecutive
occasions because the shareholder cannot be found, the Corporation is not
required to send any further notices or documents to the shareholder until he
informs the Corporation in writing of his new address. 55. Shares registered in more than one name. All notices or other documents
shall, with respect to any shares in the capital of the Corporation registered
in more than one name, be given to whichever of such persons is named first in
the records of the Corporation and any notice or other document so given shall
be sufficient notice or delivery of such document to all the holders of such
shares. 56. Persons becoming entitled by operation of law. Every person who by
operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by
every notice or other document in respect of such shares which prior to his
name and address being entered on the records of the Corporation shall have
been duly given to the person or persons from whom he derives his title to such
shares.




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-17- 57.
Deceased shareholder. Any notice or other document delivered or sent by
post or left at the address of any shareholder as the same appears in the
records of the Corporation shall, notwithstanding that such shareholder be then
deceased and whether or not the Corporation has notice of his decease, be
deemed to have been duly served in respect of the shares held by such
shareholder (whether held solely or with other persons) until some other person
be entered in his stead in the records of the Corporation as the holder or one
of the holders thereof and such service shall for all purposes be deemed a
sufficient service of such notice or other document on his heirs, executors or
administrators and all persons (if any) interested with him in such shares. 58.
Signatures to notices. The signature of any director or officer of the
Corporation to any notice may be written, printed or otherwise mechanically
reproduced. 59.
Computation of time. Where a given number of days notice or notice
extending over any period is required to be given under any provisions of the
articles or by-laws of the Corporation, the day of service, posting or other
communication of the notice shall not be counted in such number of days or
other period, and such number of days or other period shall commence on the day
following the day of service, posting or other communication of the notice and
shall terminate at midnight of the last day of the period except that if the
last day of the period falls on a Sunday or holiday the period shall terminate
at midnight of the day next following that is not a Sunday or holiday. 60.
Proof of service. A certificate of any officer of the Corporation in
office at the time of the making of the certificate or of an agent of the
Corporation as to facts in relation to the mailing or delivery or service of
any notice or other documents to any shareholder, director, officer or auditor
or publication of any notice or other document shall be conclusive evidence
thereof and shall be binding on every shareholder, director, officer or auditor
of the Corporation, as the case may be. CHEQUES, DRAFTS, NOTES, ETC. 61. All cheques, drafts or orders for the payment of money and all notes,
acceptances and bills of exchange shall be signed by such officer or officers
or other person or persons, whether or not officers of the Corporation, and in
such manner as the directors may from time to time designate by resolution. CUSTODY OF SECURITIES 62. All securities (including warrants) owned by the Corporation shall be
lodged (in the name of the Corporation) with a chartered bank or a trust
company or in a safety deposit box or, if so authorized by resolution of the
directors, with such other depositaries or in such other manner as may be
determined from time to time by the directors. All securities (including warrants) belonging to the Corporation may be
issued and held in the name of a nominee or nominees of the Corporation (and if
issued or held in the names of more than one nominee shall be held in the names
of the nominees jointly with right of survivorship) and shall be endorsed in
blank with endorsement guaranteed in order to enable transfer thereof to be
completed and registration thereof to be effected.




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-18- EXECUTION OF CONTRACTS, ETC. 63. Contracts, documents or instruments in writing requiring the signature of
the Corporation may be signed by any two of the officers and directors of the
Corporation and all contracts, documents or instruments in writing so signed
shall be binding upon the Corporation without any further authorization or
formality. The directors are authorized from time to time by resolution to
appoint any officer or officers or any other person or persons on behalf of the
Corporation either to sign contracts, documents or instruments in writing
generally or to sign specific contracts, documents or instruments in writing. The corporate seal of the Corporation may, when required, be affixed to
contracts, documents or instruments in writing signed as aforesaid or by an
officer or officers, person or persons appointed as aforesaid by resolution of
the board of directors. The term contracts, documents or instruments in writing as used in this
by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immovable or movable,
agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of securities and all paper
writings. In particular, without limiting the generality of the foregoing, any two
of the officers and directors of the Corporation are authorized to sell,
assign, transfer, exchange, convert or convey all securities owned by or
registered in the name of the Corporation and to sign and execute (under the
seal of the Corporation or otherwise) all assignments, transfers, conveyances,
powers of attorney and other instruments that may be necessary for the purpose
of selling, assigning, transferring, exchanging, converting or conveying any
such securities. The signature or signatures of any such officer or director of the
Corporation and/or of any other officer or officers, person or persons
appointed as aforesaid by resolution of the directors may, if specifically
authorized by resolution of the directors, be printed, engraved, lithographed
or otherwise mechanically reproduced upon all contracts, documents or
instruments in writing or bonds, debentures or other securities of the
Corporation executed or issued by or on behalf of the Corporation and all
contracts, documents or instruments in writing or securities of the Corporation
on which the signature or signatures of any of the foregoing officers,
directors or persons shall be so reproduced, by authorization by resolution of
the directors, shall be deemed to have been manually signed by such officers,
directors or persons whose signature or signatures is or are so reproduced and
shall be as valid to all intents and purposes as if they had been signed
manually and notwithstanding that the officers, directors or persons whose
signature or signatures is or are so reproduced may have ceased to hold office
at the date of the delivery or issue of such contracts, documents or
instruments in writing or securities of the Corporation. ENFORCEMENT OF LIEN FOR INDEBTEDNESS 64. Unless the Corporation has shares listed on a stock exchange recognized by
the Ontario Securities Commission, the Corporation has a lien on shares
registered in the name of a shareholder or his legal representative for a debt
of that shareholder to the Corporation. The directors of the Corporation may
authorize the Corporation to apply any dividends or other




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-19- distributions paid or payable on or in respect of the share or shares in
respect of which the Corporation has such a lien in repayment of the debt of
that shareholder to the Corporation. FINANCIAL YEAR 65. The financial year of the Corporation shall terminate on such day in each
year as the board of directors may from time to time by resolution determine.