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BUSINESS CORPORATIONS ACT

ARTICLES

OF

QUARTZ MOUNTAIN RESOURCES LTD.

TABLE OF CONTENTS

|PART 1 INTERPRETATION                                                      | 1 
|-------------------------------------------------------------------------- | --
|PART 2 SHARES AND SHARE CERTIFICATES                                       | 2 
|PART 3 ISSUE OF SHARES                                                     | 4 
|PART 4 SHARE REGISTERS                                                     | 5 
|PART 5 SHARE TRANSFERS                                                     | 5 
|PART 6 TRANSMISSION OF SHARES                                              | 6 
|PART 7 PURCHASE, REDEEM OR OTHERWISE
      ACQUIRE SHARES                  | 7 
|PART 8 BORROWING POWERS                                                    | 8 
|PART 9 ALTERATIONS                                                         | 9 
|PART 10 MEETINGS OF SHAREHOLDERS                                           | 10
|PART 11 PROCEEDINGS AT MEETINGS OF
      SHAREHOLDERS                      | 12
|PART 12 VOTES OF SHAREHOLDERS                                              | 16
|PART 13 DIRECTORS                                                          | 20
|PART 14 ELECTION AND REMOVAL OF DIRECTORS                                  | 22
|PART 15 ALTERNATE DIRECTORS                                                | 29
|PART 16 POWERS AND DUTIES OF DIRECTORS                                     | 31
|PART 17 INTERESTS OF DIRECTORS AND OFFICERS                                | 31
|PART 18 PROCEEDINGS OF DIRECTORS                                           | 33
|PART 19 EXECUTIVE AND OTHER COMMITTEES                                     | 35
|PART 20 OFFICERS                                                           | 37
|PART 21 INDEMNIFICATION                                                    | 38
|PART 22 DIVIDENDS                                                          | 40
|PART 23 ACCOUNTING RECORDS AND AUDITOR                                     | 41
|PART 24 NOTICES                                                            | 42
|PART 25 SEAL                                                               | 44
|PART 26 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO
      PREFERRED SHARES | 45

| | Articles adopted by special resolution passed at
      the Annual General and Special Meeting held on March 15, 2012 and
      effective on deposit of the minutes at the Companys records office on
      June 20, 2012 at 12:00 p.m. (Pacific Time). | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

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BUSINESS CORPORATIONS ACT

ARTICLES

OF

QUARTZ MOUNTAIN RESOURCES LTD.(the Company)

Number: BC0253743

PART 1

INTERPRETATION

Definitions

1.1      In these Articles, unless the
context otherwise requires:

(a)     
Act means the Business Corporations Act (British Columbia) from
time to time in force and all amendments thereto and includes all regulations
and amendments thereto made pursuant to that Act;

(b)     
board of directors, directors and board mean the
directors or sole director of the Company for the time being;

(c)     
Interpretation Act means the Interpretation Act (British
Columbia) from time to time in force and all amendments thereto and includes all
regulations and amendments thereto made pursuant to that Act;

(d)     
legal personal representative means the personal or other legal
representative of the shareholder;

(e)     
registered address of a shareholder means the shareholders address as
recorded in the central securities register;

(f)     
seal means the seal of the Company, if any;

(g)     
share means a share in the share structure of the Company; and

(h)     
special majority means the majority of votes described in §11.2 which
is required to pass a special resolution.

Act and Interpretation Act Definitions Applicable

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

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PART 2

SHARES AND SHARE CERTIFICATES

Authorized Share Structure

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

Form of Share Certificate

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

Shareholder Entitled to Certificate, Acknowledgment or
Written Notice

2.3      Unless the shares of which
the shareholder is the registered owner are deemed by the Board to be a class of
uncertificated shares, each shareholder is entitled, without charge, to (a) one
share certificate representing the shares of each class or series of shares
registered in the shareholders name or (b) a non-transferable written
acknowledgment of the shareholders right to obtain such a share certificate,
provided that in respect of a share held jointly by several persons, the Company
is not bound to issue more than one share certificate and delivery of a share
certificate for a share to one of several joint shareholders or to one of the
shareholders duly authorized agents will be sufficient delivery to all. If a
shareholder is the registered owner of uncertificated shares, the Company must
send to a holder of an uncertificated share a written notice containing the
information required by the Act within a reasonable time after the issue or
transfer of such share.

Delivery by Mail

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

Replacement of Worn Out or Defaced Certificate or
Acknowledgement

2.5      If a share certificate or a
non-transferable written acknowledgment of the shareholders right to obtain a
share certificate is worn out or defaced, the Company must, on production of the share certificate or acknowledgment, as the
case may be, and on such other terms, if any, as are deemed fit:

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(a)     
cancel the share certificate or acknowledgment; and

(b)      issue
a replacement share certificate or acknowledgment.

Replacement of Lost, Stolen or Destroyed Certificate or
Acknowledgment

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

(a)      proof
satisfactory to it of the loss, theft or destruction; and

(b)      any
indemnity the directors consider adequate.

Splitting Share Certificates

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

Certificate Fee

2.8      There must be paid to the
Company, in relation to the issue of any share certificate under §2.5, §2.6 or
§2.7, the amount, if any, not exceeding the amount prescribed under the Act,
determined by the directors.

Recognition of Trusts

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

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PART 3

ISSUE OF SHARES

Directors Authorized

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

Commissions and Discounts

3.2      The Company may at any time
pay a reasonable commission or allow a reasonable discount to any person in
consideration of that persons purchase or agreement to purchase shares of the
Company from the Company or any other persons procurement or agreement to
procure purchasers for shares of the Company.

Brokerage

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

Conditions of Issue

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

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

(i)      past
services performed for the Company;

(ii)     
property;

(iii)     
money; and

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

Share Purchase Warrants and Rights

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

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PART 4

SHARE REGISTERS

Central Securities Register

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

PART 5

SHARE TRANSFERS

Registering Transfers

5.1      A transfer of a share must
not be registered unless the Company or the transfer agent or registrar for the
class or series of shares to be transferred has received:

(a)     
except as exempted by the Act, a written instrument of transfer in respect of
the share has been received by the Company (which may be a separate document or
endorsed on the share certificate for the shares transferred) made by the
shareholder or other appropriate person or by an agent who has actual authority
to act on behalf of that person;

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

(c)      if a
non-transferable written acknowledgment of the shareholders right to obtain a
share certificate has been issued by the Company in respect of the share to be
transferred, that acknowledgment; and

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

Form of Instrument of Transfer

5.2      The instrument of transfer in
respect of any share of the Company must be either in the form, if any, on the
back of the Companys share certificates of that class or series or in some
other form that may be approved by the directors from time to time or by the
transfer agent or registrar for those shares.

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Transferor Remains Shareholder

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

Signing of Instrument of Transfer

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

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

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

Enquiry as to Title Not Required

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

Transfer Fee

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

PART 6

TRANSMISSION OF SHARES

Legal Personal Representative Recognized on Death

6.1      In case of the death of a
shareholder, the legal personal representative of the shareholder, or in the
case of shares registered in the shareholders name and the name of another
person in joint tenancy, the surviving joint holder, will be the only person
recognized by the Company as having any title to the shareholders interest in
the shares. Before recognizing a person as a legal personal representative of a
shareholder, the Company shall receive the documentation required by the Act.

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Rights of Legal Personal Representative

6.2      The legal personal
representative of a shareholder has the same rights, privileges and obligations
that attach to the shares held by the shareholder, including the right to
transfer the shares in accordance with these Articles, provided the documents
required by the Act and the directors have been deposited with the Company. This
§6.2 does not apply in the case of the death of a shareholder with respect to
shares registered in the name of the shareholder and the name of another person
in joint tenancy.

PART 7

PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES

Company Authorized to Purchase, Redeem or Otherwise Acquire
Shares

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

Purchase When Insolvent

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

(a)      the
Company is insolvent; or

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

Sale and Voting of Purchased, Redeemed or Otherwise Acquired
Shares

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

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

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

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

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Company Entitled to Purchase, Redeem or Otherwise Acquire
Share Fractions

7.4      The Company may, without
prior notice to the holders, purchase, redeem or otherwise acquire for fair
value any and all outstanding share fractions of any class or kind of shares in
its authorized share structure as may exist at any time and from time to time.
Upon the Company delivering the purchase funds and confirmation of purchase or
redemption of the share fractions to the holders registered or last known
address, or if the Company has a transfer agent then to such agent for the
benefit of and forwarding to such holders, the Company shall thereupon amend its
central securities register to reflect the purchase or redemption of such share
fractions and if the Company has a transfer agent, shall direct the transfer
agent to amend the central securities register accordingly. Any holder of a
share fraction, who upon receipt of the funds and confirmation of purchase or
redemption of same, disputes the fair value paid for the fraction, shall have
the right to apply to the court to request that it set the price and terms of
payment and make consequential orders and give directions the court considers
appropriate, as if the Company were the acquiring person as contemplated by
Division 6, Compulsory Acquisitions, under the Act and the holder were an
offeree subject to the provisions contained in such Division, mutatis
mutandis.

PART 8

BORROWING POWERS

8.1      The Company, if authorized by
the directors, may:

(a)     
borrow money in the manner and amount, on the security, from the sources and on
the terms and conditions that they consider appropriate;

(b)      issue
bonds, debentures and other debt obligations either outright or as security for
any liability or obligation of the Company or any other person and at such
discounts or premiums and on such other terms as the directors consider
appropriate;

(c)     
guarantee the repayment of money by any other person or the performance of any
obligation of any other person; and

(d)     
mortgage, charge, whether by way of specific or floating charge, grant a
security interest in, or give other security on, the whole or any part of the
present and future assets and undertaking of the Company.

8.2      The powers conferred under
this Part 8 shall be deemed to include the powers conferred on a company by
Division VII of the Special Corporations Powers Act being chapter P-16 of
the Revised Statutes of Quebec, 1988, and every statutory provision that may be
substituted therefor or for any provision therein.

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PART 9

ALTERATIONS

Alteration of Authorized Share Structure

9.1      Subject to §9.2 and the Act,
the Company may by ordinary resolution (or a resolution of the directors in the
case of §9.1(c) or §9.1(f)):

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

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

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

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

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

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

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

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

(g)     
otherwise alter its shares or authorized share structure when required or
permitted to do so by the Act where it does not specify by a special resolution;

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

Special Rights or Restrictions

9.2      Subject to the Act and in
particular those provisions of the Act relating to the rights of holders of
outstanding shares to vote if their rights are prejudiced or interfered with,
the Company may by ordinaryresolution:

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

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

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and alter its Notice of Articles and Articles accordingly.

Change of Name

9.3      The Company may by resolution
of the directors authorize an alteration to its Notice of Articles in order to
change its name or adopt or change any translation of that name.

Other Alterations

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

PART 10

MEETINGS OF SHAREHOLDERS

Annual General Meetings

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

Resolution Instead of Annual General Meeting

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

Calling of Meetings of Shareholders

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

Notice for Meetings of Shareholders

10.4      The Company must send notice
of the date, time and location of any meeting of shareholders (including,
without limitation, any notice specifying the intention to propose a resolution
as an exceptional resolution, a special resolution or a special separate
resolution, and any notice to consider approving an amalgamation into a foreign
jurisdiction, an arrangement or the adoption of an amalgamation agreement, and
any notice of a general meeting, class meeting or series meeting), in the manner
provided in these Articles, or in such other manner, if any, as may be
prescribed by ordinary resolution (whether previous notice of the resolution has
been given or not), to each shareholder entitled to attend the meeting, to each
director and to the auditor of the Company, unless these Articles otherwise
provide, at least the following number of days before the meeting:

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(a)      if
the Company is a public company, 21 days;

(b)     
otherwise, 10 days.

Record Date for Notice

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

(a)      if
the Company is a public company, 21 days;

(b)     
otherwise, 10 days.

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

Record Date for Voting

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

Failure to Give Notice and Waiver of Notice

10.7      The accidental omission to
send notice of any meeting of shareholders to, or the non-receipt of any notice
by, any of the persons entitled to notice does not invalidate any proceedings at
that meeting. Any person entitled to notice of a meeting of shareholders may, in
writing or otherwise, waive that entitlement or may agree to reduce the period
of that notice. Attendance of a person at a meeting of shareholders is a waiver
of entitlement to notice of the meeting unless that person attends the meeting
for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.

Notice of Special Business at Meetings of Shareholders

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

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

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

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

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

Place of Meetings

10.9 In addition to any location in British Columbia, any
general meeting may be held in any location outside British Columbia approved by
a resolution of the directors.

PART 11

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

Special Business

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

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

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

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

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

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

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

(v)      the
election or appointment of directors;

(vi)      the
appointment of an auditor;

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

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

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

Special Majority

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

Quorum

11.3      Subject to the special
rights or restrictions attached to the shares of any class or series of shares,
and to §11.4, the quorum for the transaction of business at a meeting of
shareholders is two persons who are, or who represent by proxy, shareholders
who, in the aggregate, hold at least 10% of the issued shares entitled to be
voted at the meeting.

One Shareholder May Constitute Quorum

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

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

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

Persons Entitled to Attend Meeting

11.5      In addition to those persons
who are entitled to vote at a meeting of shareholders, the only other persons
entitled to be present at the meeting are the directors, the president (if any),
the secretary (if any), the assistant secretary (if any), any lawyer for the
Company, the auditor of the Company, any persons invited to be present at the
meeting by the directors or by the chair of the meeting and any persons entitled
or required under the Act or these Articles to be present at the meeting; but if
any of those persons does attend the meeting, that person is not to be counted
in the quorum and is not entitled to vote at the meeting unless that person is a
shareholder or proxy holder entitled to vote at the meeting.

Requirement of Quorum

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

Lack of Quorum

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

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

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

Lack of Quorum at Succeeding Meeting

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

Chair

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

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

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

Selection of Alternate Chair

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

Adjournments

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

Notice of Adjourned Meeting

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

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- 15 -

Decisions by Show of Hands or Poll

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

Declaration of Result

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

Motion Need Not be Seconded

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

Casting Vote

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

Manner of Taking Poll

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

(a)      the
poll must be taken:

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

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

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

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

Demand for Poll on Adjournment

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

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- 16 -

Chair Must Resolve Dispute

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

Casting of Votes

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

No Demand for Poll on Election of Chair

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

Demand for Poll Not to Prevent Continuance of Meeting

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

Retention of Ballots and Proxies

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

PART 12

VOTES OF SHAREHOLDERS

Number of Votes byShareholder or by Shares

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

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

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

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- 17 -

Votes of Persons in Representative Capacity

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

Votes by Joint Holders

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

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

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

Legal Personal Representatives as Joint Shareholders

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

Representative of a Corporate Shareholder

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

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

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

(ii)      at
the meeting or any adjourned meeting, by the chair of the meeting or adjourned
meeting or by a person designated by the chair of the meeting or adjourned
meeting;

(b)      if a
representative is appointed under this §12.5:

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- 18 -

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

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

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

Proxy Provisions Do Not Apply to All Companies

12.6      If and for so long as the
Company is a public company or a pre-existing reporting company which has the
Statutory Reporting Company Provisions as part of its Articles or to which the
Statutory Reporting Company Provisions apply, then §12.7 to §12.15 are not
mandatory, however the directors of the Company are authorized to apply all or
part of such sections or to adopt alternative procedures for proxy form, deposit
and revocation procedures to the extent that the directors deem necessary in
order to comply with securities laws applicable to the Company.

Appointment of Proxy Holders

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

Alternate Proxy Holders

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

Proxy Holder Need Not Be Shareholder

12.9      A proxy holder need
not be a shareholder of the Company.

Deposit of Proxy

12.10      A proxy for a meeting of
shareholders must:

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

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- 19 -

(b)     
unless the notice provides otherwise, be received, at the meeting or any
adjourned meeting, by the chair of the meeting or adjourned meeting or by a
person designated by the chair of the meeting or adjourned meeting.

A proxy may be sent to the Company by written instrument, fax
or any other method of transmitting legibly recorded messages, including through
Internet or telephone voting or by email, if permitted by the notice calling the
meeting or the information circular for the meeting.

Validity of Proxy Vote

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

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

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

Form of Proxy

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

[name of company] (the Company)

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

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

Signed [month, day, year]

_____________________[Signature of
shareholder]

_____________________[Name of
shareholderprinted]

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- 20 -

Revocation of Proxy

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

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

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

Revocation of Proxy Must Be Signed

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

(a)      if
the shareholder for whom the proxy holder is appointed is an individual, the
instrument must be signed by the shareholder or the shareholders legal personal
representative or trustee in bankruptcy;

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

Production of Evidence of Authority to Vote

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

PART 13

DIRECTORS

First Directors; Number of Directors

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

(a)     
subject to §(b) and §(c), the number of directors that is equal to the number of
the Companys first directors;

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

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

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- 21 -

(ii)      the
number of directors in office pursuant to §14.4;

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

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

(ii)      the
number of directors in office pursuant to §14.4.

Change in Number of Directors

13.2      If the number of directors
is set under §13.1(b)(i) or §13.1(c)(i):

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

(b)      if
the shareholders do not elect or appoint the directors needed to fill any
vacancies in the board of directors up to that number then the directors,
subject to §14.8, may appoint directors to fill those vacancies.

Directors Acts Valid Despite Vacancy

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

Qualifications of Directors

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

Remuneration of Directors

13.5      The directors are entitled
to the remuneration for acting as directors, if any, as the directors may from
time to time determine. If the directors so decide, the remuneration of the
directors, if any, will be determined by the shareholders.

Reimbursement of Expenses of Directors

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

Special Remuneration for Directors

13.7      If any director performs any
professional or other services for the Company that in the opinion of the
directors are outside the ordinary duties of a director, he or she may be paid
remuneration fixed by the directors, or at the option of the directors, fixed by
ordinary resolution, and such remuneration will be in addition to any other
remuneration that he or she may be entitled to receive.

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- 22 -

Gratuity, Pension or Allowance on Retirement of Director

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

PART 14

ELECTION AND REMOVAL OF DIRECTORS

Election at Annual General Meeting

14.1      At every annual general
meeting and in every unanimous resolution contemplated by §10.2: (a) the
shareholders entitled to vote at the annual general meeting for the election of
directors must elect, or in the unanimous resolution appoint, a board of
directors consisting of the number of directors for the time being set under
these Articles; and (b) all the directors cease to hold office immediately
before the election or appointment of directors under §(a), but are eligible for
re-election or re-appointment.

Consent to be a Director

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

(a)      that
individual consents to be a director in the manner provided for in the Act;

(b)      that
individual is elected or appointed at a meeting at which the individual is
present and the individual does not refuse, at the meeting, to be a director; or
(c) with respect to first directors, the designation is otherwise valid under
the Act.

Failure to Elect or Appoint Directors

14.3      If:

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

(b)      the
shareholders fail, at the annual general meeting or in the unanimous resolution
contemplated by §10.2, to elect or appoint any directors;

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- 23 -

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

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

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

Places of Retiring Directors Not Filled

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

Directors May Fill Casual Vacancies

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

Remaining Directors Power to Act

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

Shareholders May Fill Vacancies

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

Additional Directors

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

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

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- 24 -

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

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

Ceasing to be a Director

14.9      A director ceases to be a
director when:

(a)      the
term of office of the director expires;

(b)      the
director dies;

(c)      the
director resigns as a director by notice in writing provided to the Company or a
lawyer for the Company; or (d) the director is removed from office pursuant to
§14.10 or §14.11.

Removal of Director by Shareholders

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

Removal of Director by Directors

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



Nomination of Directors14.12

|(a) | Subject only to the Act, only persons who are nominated
      in accordance with the following procedures shall be eligible for election
      as directors of the Company. Nominations of persons for election to the
      board may be made at any annual meeting of shareholders, or at any special
      meeting of shareholders (but only if the election of directors is a matter
      specified in the notice of meeting given by or at the direction of the
      person calling such special meeting):
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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- 25 -

|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | by or at the direction or request of one or more
      shareholders pursuant to a proposal made in accordance with the provisions
      of the Act or a requisition of the shareholders made in accordance with
      the provisions of the Act; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | by any person (a Nominating Shareholder) (A) who, at
      the close of business on the date of the giving of the notice provided for
      below in this §14.12 and on the record date for notice of such meeting, is
      entered in the securities register as a holder of one or more shares
      carrying the right to vote at such meeting or who beneficially owns shares
      that are entitled to be voted at such meeting and (B) who complies with
      the notice procedures set forth below in this §14.12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b) | In addition to any other applicable requirements, for a
      nomination to be made by a Nominating Shareholder, such person must have
      given (i) timely notice thereof in proper written form to the Corporate
      Secretary of the Company at the principal executive offices of the Company
      in accordance with this §14.12 and (ii) the representation and agreement
      with respect to each candidate for nomination as required by, and within
      the time period specified in §14.12 (e).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c) | To be timely under §14.12 (b) (i), a Nominating
      Shareholders notice to the Corporate Secretary of the Company must be
      made:                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | in the case of an annual meeting of shareholders, not
      less than 30 nor more than 65 days prior to the date of the annual meeting
      of shareholders; provided, however, that in the event that the annual
      meeting of shareholders is called for a date that is less than 40 days
      after the date (the Notice Date) on which the first public announcement
      of the date of the annual meeting was made, notice by the Nominating
      Shareholder may be made not later than the tenth (10th) day following the
      Notice Date; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | in the case of a special meeting (which is not also an
      annual meeting) of shareholders called for the purpose of electing
      directors (whether or not called for other purposes), not later than the
      fifteenth (15th) day following the day on which the first public
      announcement of the date of the special meeting of shareholders was
      made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Notwithstanding the foregoing, the board may, in its sole
      discretion, waive any requirement in this §14.12 (c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(d) | To be in proper written form, a Nominating Shareholders
      notice to the Corporate Secretary of the Company, under §14.12 (b)(i) must
      set forth:                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | as to each person whom the Nominating Shareholder
      proposes to nominate for election as a director (A) the name, age,
      business address and residence address of the person, (B) the principal
      occupation or employment of the person, (C) the class or series and number
      of shares in the capital of the Company which are controlled or which are
      owned beneficially or of record by the person as of the record date for
      the Meeting of Shareholders (if such date shall then have been made
      publicly available and shall have occurred) and as of the date of such
      notice, (D) a statement as to whether such person would be
      independent of the Company (within the meaning of sections 1.4 and 1.5
      of National Instrument 52- 110  Audit Committees of the Canadian
      Securities Administrators, as such provisions may be amended from time to
      time) if elected as a director at such meeting and the reasons and basis
      for such determination and (E) any other information relating to the
      person that would be required to be disclosed in a dissidents proxy
      circular in connection with solicitations of proxies for election of
      directors pursuant to the Act and Applicable Securities Laws;
and

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| | (ii) | as to the Nominating Shareholder giving the notice, (A)
      any information relating to such Nominating Shareholder that would be
      required to be made in a dissidents proxy circular in connection with
      solicitations of proxies for election of directors pursuant to the Act and
      Applicable Securities Laws, and (B) the class or series and number of
      shares in the capital of the Company which are controlled or which are
      owned beneficially or of record by the Nominating Shareholder as of the
      record date for the Meeting of Shareholders (if such date shall then have
      been made publicly available and shall have occurred) and as of the date
      of such notice.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | To be eligible to be a candidate for election as a
      director of the Company and to be duly nominated, a candidate must be
      nominated in the manner prescribed in this §14.12 and the candidate for
      nomination, whether nominated by the board or otherwise, must have
      previously delivered to the Corporate Secretary of the Company at the
      principal executive offices of the Company, not less than 5 days prior to
      the date of the Meeting of Shareholders, a written representation and
      agreement (in a standard form to be provided by the Company at any time on
      request) that such candidate for nomination, if elected as a director of
      the Company, will comply with all publicly disclosed code (s) of conduct,
      corporate governance, conflict of interest, confidentiality, share
      ownership, majority voting and insider trading policies and other policies
      and guidelines of the Company applicable to directors and in effect during
      such persons term in office as a director or alternatively, such
      candidate shall notify the Company in writing with reasonable details as
      to which of such codes, policies, etc that the candidate does not intend
      to observe and the reasons why. The Company may publicly disclose such
      candidates notification.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(f) | No person shall be eligible for election as a director of
      the Company unless nominated in accordance with the provisions of this
      §14.12; provided, however, that nothing in this §14.12 shall be deemed to
      preclude discussion by a shareholder (as distinct from nominating
      directors) at a meeting of shareholders of any matter in respect of which
      it would have been entitled to submit a proposal pursuant to the
      provisions of the Act. The chair of the meeting shall have the power and
      duty to determine whether a nomination was made in accordance with the
      procedures set forth in the foregoing provisions and, if any proposed
      nomination is not in compliance with such foregoing provisions, to declare
      that such defective nomination shall be
disregarded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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- 27 -

|(g) | For purposes of this §14.12:
|--- | ----------------------------
|    |                             
|    | (i)                         
|    |                             
|    | (ii)                        
|    |                             
|    | (iii)                       
|    |                             
|    | (iv)                        
|    |                             
|    | (v)                         
|    |                             
|    | (vi)                        

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- 28 -

| | (vi) | owned beneficially or owns beneficially means, in
      connection with the ownership of shares in the capital of the Company by a
      person, (A) any such shares as to which such person or any of such persons
      Affiliates or Associates owns at law or in equity, or has the right to
      acquire or become the owner at law or in equity, where such right is
      exercisable immediately or after the passage of time and whether or not on
      condition or the happening of any contingency or the making of any
      payment, upon the exercise of any conversion right, exchange right or
      purchase right attaching to any securities, or pursuant to any agreement,
      arrangement, pledge or understanding whether or not in writing; (B) any
      such shares as to which such person or any of such persons Affiliates or
      Associates has the right to vote, or the right to direct the voting, where
      such right is exercisable immediately or after the passage of time and
      whether or not on condition or the happening of any contingency or the
      making of any payment, pursuant to any agreement, arrangement, pledge or
      understanding whether or not in writing; (C) any such shares which are
      beneficially owned, directly or indirectly, by a Counterparty (or any of
      such Counterpartys Affiliates or Associates) under any Derivatives
      Contract (without regard to any short or similar position under the same
      or any other Derivatives Contract) to which such person or any of such
      persons Affiliates or Associates is a Receiving Party; provided, however
      that the number of shares that a person owns beneficially pursuant to this
      clause (C) in connection with a particular Derivatives Contract shall not
      exceed the number of Notional Securities with respect to such Derivatives
      Contract; provided, further, that the number of securities owned
      beneficially by each Counterparty (including their respective Affiliates
      and Associates) under a Derivatives Contract shall for purposes of this
      clause be deemed to include all securities that are owned beneficially,
      directly or indirectly, by any other Counterparty (or any of such other
      Counterpartys Affiliates or Associates) under any Derivatives Contract to
      which such first Counterparty (or any of such first Counterpartys
      Affiliates or Associates) is a Receiving Party and this proviso shall be
      applied to successive Counterparties as appropriate; and (D) any such
      shares which are owned beneficially within the meaning of this definition
      by any other person with whom such person is acting jointly or in concert
      with respect to the Company or any of its securities; and
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | public announcement shall mean disclosure in a press
      release reported by a national news service in Canada, or in a document
      publicly filed by the Company or its agents under its profile on the
      System of Electronic Document Analysis and Retrieval at
    www.sedar.com.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                 
|(h) | Notwithstanding any other provision to this §14.12,
      notice or any delivery given to the Corporate Secretary of the Company
      pursuant to this §14.12 may only be given by personal delivery, facsimile
      transmission or by email (provided that the Corporate Secretary of the
      Company has stipulated an email address for purposes of this notice, at
      such email address as stipulated from time to time), and shall be deemed
      to have been given and made only at the time it is served by personal
      delivery, email (at the address as aforesaid) or sent by facsimile
      transmission (provided that receipt of confirmation of such transmission
      has been received) to the Corporate Secretary at the address of the
      principal executive offices of the Company; provided that if such delivery
      or electronic communication is made on a day which is a not a business day
      or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then
      such delivery or electronic communication shall be deemed to have been
      made on the subsequent day that is a business day.

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- 29 -

|(i) | In no event shall any adjournment or postponement of a
      Meeting of Shareholders or the announcement thereof commence a new time
      period for the giving of a Nominating Shareholders notice as described in
      §14.12 (c) or the delivery of a representation and agreement as described
      in §14.12 (e).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PART 15

ALTERNATE DIRECTORS

Appointment of Alternate Director

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

Notice of Meetings

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

Alternate for More than One Director Attending Meetings

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

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

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

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

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- 30 -

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

Consent Resolutions

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

Alternate Director an Agent

15.5      Every alternate director is
deemed to be the agent of his or her appointor.

Revocation or Amendment of Appointment of Alternate Director

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

Ceasing to be an Alternate Director

15.7      The appointment of an
alternate director ceases when:

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

(b)      the
alternate director dies;

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

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

(e)      the
term of his appointment expires, or his or her appointor revokes the appointment
of the alternate directors.

Remuneration and Expenses of Alternate Director

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

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- 31 -

PART 16

POWERS AND DUTIES OF DIRECTORS

Powers of Management

16.1      The directors must, subject
to the Act and these Articles, manage or supervise the management of the
business and affairs of the Company and have the authority to exercise all such
powers of the Company as are not, by the Act or by these Articles, required to
be exercised by the shareholders of the Company. Notwithstanding the generality
of the foregoing, the directors may set the remuneration of the auditor of the
Company.

Appointment of Attorney of Company

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

PART 17

INTERESTS OF DIRECTORS AND OFFICERS

Obligation to Account for Profits

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

Restrictions on Voting by Reason of Interest

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

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- 32 -

Interested Director Counted in Quorum

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

Disclosure of Conflict of Interest or Property

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

Director Holding Other Office in the Company

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

No Disqualification

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

Professional Services by Director or Officer

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

Director or Officer in Other Corporations

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

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- 33 -

PART 18

PROCEEDINGS OF DIRECTORS

Meetings of Directors

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

Voting at Meetings

18.2      Questions arising at any
meeting of directors are to be decided by a majority of votes and, in the case
of an equality of votes, the chair of the meeting has a second or casting vote.

Chair of Meetings

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

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

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

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

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

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

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

Meetings by Telephone or Other Communications Medium

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

(a)      in
person; or

(b)      by
telephone or by other communications medium if all directors participating in
the meeting, whether in person or by telephone or other communications medium,
are able to communicate with each other.

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- 34 -

A director who participates in a meeting in a manner
contemplated by this §18.4 is deemed for all purposes of the Act and these
Articles to be present at the meeting and to have agreed to participate in that
manner.

Calling of Meetings

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

Notice of Meetings

18.6      Other than for meetings held
at regular intervals as determined by the directors pursuant to §18.1, 48 hours
notice or such lesser notice as the Chairman in his discretion determines,
acting reasonably, is appropriate in any unusual circumstances of each meeting
of the directors, specifying the place, day and time of that meeting must be
given to each of the directors by any method set out in §24.1 or orally or by
telephone.

When Notice Not Required

18.7      It is not necessary to give
notice of a meeting of the directors to a director if:

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

(b)      the
director has waived notice of the meeting.

Meeting Valid Despite Failure to Give Notice

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

Waiver of Notice of Meetings

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

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- 35 -

Quorum

18.10      The quorum necessary for
the transaction of the business of the directors may be set by the directors
and, if not so set, is deemed to be a majority of the directors or, if the
number of directors is set at one, is deemed to be set at one director, and that
director may constitute a meeting.

Validity of Acts Where Appointment Defective

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

Consent Resolutions in Writing

18.12      A resolution of the
directors or of any committee of the directors may be passed without a
meeting:

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

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

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

PART 19

EXECUTIVE AND OTHER COMMITTEES

Appointment and Powers of Executive Committee

19.1      The directors may, by
resolution, appoint an executive committee consisting of the director or
directors that they consider appropriate, and this committee has, during the
intervals between meetings of the board of directors, all of the directors
powers, except: (a) the power to fill vacancies in the board of directors;

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- 36 -

(b)      the
power to remove a director;

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

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

Appointment and Powers of Other Committees

19.2      The directors may, by
resolution:

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

(b)     
delegate to a committee appointed under §(a) any of the directors powers,
except:

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

(ii)      the
power to remove a director;

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

(iv)      the
power to appoint or remove officers appointed by the directors; and

(c)      make
any delegation referred to in §(b) subject to the conditions set out in the
resolution or any subsequent directors resolution.

Obligations of Committees

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

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

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

Powers of Board

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

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

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

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(c)      fill
vacancies in the committee.

Committee Meetings

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

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

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

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

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

PART 20

OFFICERS

Directors May Appoint Officers

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

Functions, Duties and Powers of Officers

20.2      The directors may, for each
officer:

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

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

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

Qualifications

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

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- 38 -

Remuneration and Terms of Appointment

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

PART 21

INDEMNIFICATION

Definitions

21.1      In this Part 21:

(a)     
eligible party, in relation to a company, means an individual who:

(i)      is
or was a director, alternate director or officer of the Company;

(ii)      is
or was a director, alternate director or officer of another corporation

(A)      at a
time when the corporation is or was an affiliate of the Company, or

(B)      at
the request of the Company; or

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

and includes, except in the definition
of eligible proceeding, and §163(1)(c) and (d) and §165 of the Act, the heirs
and personal or other legal representatives of that individual;

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

(c)     
eligible proceeding means a proceeding in which an eligible party or
any of the heirs and personal or other legal representatives of the eligible
party, by reason of the eligible party being or having been a director,
alternate director or officer of, or holding or having held a position
equivalent to that of a director, alternate director or officer of, the Company
or an associated corporation

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

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- 39 -

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

(d)     
expenses has the meaning set out in the Act and includes costs, charges
and expenses, including legal and other fees, but does not include judgments,
penalties, fines or amounts paid in settlement of a proceeding; and

(e)     
proceeding includes any legal proceeding or investigative action,
whether current, threatened, pending or completed.

Mandatory Indemnification of Eligible Parties

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

Indemnification of Other Persons

21.3      Subject to any restrictions
in the Act, the Company may agree to indemnify and may indemnify any person
(including an eligible party) against eligible penalties and pay expenses
incurred in connection with the performance of services by that person for the
Company.

Authority to Advance Expenses

21.4      The Company may advance
expenses to an eligible party to the extent permitted by and in accordance with
the Act.

Non-Compliance with Act

21.5      Subject to the Act, the
failure of an eligible party of the Company to comply with the Act or these
Articles or, if applicable, any former Companies Act or former Articles
does not, of itself, invalidate any indemnity to which he or she is entitled
under this Part 21.

Company May Purchase Insurance

21.6      The Company may purchase and
maintain insurance for the benefit of any eligible party (or the heirs or legal
personal representatives of any eligible party) against any liability incurred
by any eligible party.

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PART 22

DIVIDENDS

Payment of Dividends Subject to Special Rights

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

Declaration of Dividends

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

No Notice Required

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

Record Date

22.4      The directors must set a
date as the record date for the purpose of determining shareholders entitled to
receive payment of a dividend. The record date must not precede the date on
which the dividend is to be paid by more than two months.

Manner of Paying Dividend

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

Settlement of Difficulties

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

(a)      set
the value for distribution of specific assets;

(b)     
determine that money in substitution for all or any part of the specific assets
to which any shareholders are entitled may be paid to any shareholders on the
basis of the value so fixed in order to adjust the rights of all parties; and

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

When Dividend Payable

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

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Dividends to be Paid in Accordance with Number of Shares

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

Receipt by Joint Shareholders

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

Dividend Bears No Interest

22.10      No dividend bears interest
against the Company.

Fractional Dividends

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

Payment of Dividends

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

Capitalization of Retained Earnings or Surplus

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

PART 23

ACCOUNTING RECORDS AND AUDITOR

Recording of Financial Affairs

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

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Inspection of Accounting Records

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

PART 24

NOTICES

Method of Giving Notice

24.1      Unless the Act or these
Articles provide otherwise, a notice, statement, report or other record required
or permitted by the Act or these Articles to be sent by or to a person may be
sent by:

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

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

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

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

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

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

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

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

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

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

(e)     
physical delivery to the intended recipient.

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Deemed Receipt of Mailing

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

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

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

(c)     
emailed to a person to the e-mail address provided by that person referred to in
§24.1 is deemed to be received by the person to whom it was e-mailed on the day
that it was emailed.

Certificate of Sending

24.3      A certificate signed by the
secretary, if any, or other officer of the Company or of any other corporation
acting in that capacity on behalf of the Company stating that a notice,
statement, report or other record was sent in accordance with §24.1 is
conclusive evidence of that fact.

Notice to Joint Shareholders

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

Notice to Legal Personal Representatives and Trustees

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

(a)     
mailing the record, addressed to them:

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

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

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

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Undelivered Notices

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

PART 25

SEAL

Who May Attest Seal

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

(a)      any
two directors;

(b)      any
officer, together with any director;

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

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

Sealing Copies

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

Mechanical Reproduction of Seal

25.3      The directors may authorize
the seal to be impressed by third parties on share certificates or bonds,
debentures or other securities of the Company as they may determine appropriate
from time to time. To enable the seal to be impressed on any share certificates
or bonds, debentures or other securities of the Company, whether in definitive
or interim form, on which facsimiles of any of the signatures of the directors
or officers of the Company are, in accordance with the Act or these Articles,
printed or otherwise mechanically reproduced, there may be delivered to the
person employed to engrave, lithograph or print such definitive or interim share
certificates or bonds, debentures or other securities one or more unmounted dies
reproducing the seal and such persons as are authorized under §25.1 to attest
the Companys seal may in writing authorize such person to cause the seal to be
impressed on such definitive or interim share certificates or bonds, debentures
or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which
the seal has been so impressed are for all purposes deemed to be under and to
bear the seal impressed on them.

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PART 26

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PREFERRED SHARES

Special Rights and Restrictions

26.1      The Preferred shares without
par value shall have attached thereto the following special rights and
restrictions:

(a)      the
holders of the Preferred shares shall be entitled to receive notices of and to
attend and vote at all Meetings of the shareholders of the Company in the same
manner and to the same extent as are the holders of the common shares;

(b)      the
holders of the Preferred shares shall be entitled to receive, and the Company
shall pay thereon as and when declared by the board of directors out of the
monies of the Company properly applicable to the payment of dividends, dividends
which shall be in the amounts and upon the conditions that shall have been
agreed upon by the board of directors at the time of issuance and sale of each
such share. More specifically, the directors of the Company shall be entitled,
upon agreeing to sell a Preferred share, to contract as to the rate of dividend
which will be paid on the share, if any, how often the dividends are to be paid,
whether they are to be accumulative and whether the rate is fixed for the life
of the share or shall be subject to declaration by the board of directors each
year;

(c)      the
holders of the Preferred shares shall be entitled to exchange them for Common
shares in the capital of the Company; provided that when the directors agree to
the issuance of any Preferred shares they shall be entitled to specify the
terms, conditions and rates during which and upon which the holders of these
Preferred shares subject to such specifications shall be entitled to exercise
these conversion privileges;

(d)      the
Company may, upon giving notice as hereinafter provided, redeem the whole or any
part of the Preferred shares on payment for each share to be redeemed of the
amount paid up thereon, together with all dividends declared thereon and unpaid;
in case a part only of the then outstanding Preferred shares is at any time to
be redeemed, the shares so to be redeemed shall be selected by lot in such
manner as the directors in their discretion shall decide or, if the directors so
determine, may be redeemed pro rata, disregarding fractions, and the directors
may make such adjustments as may be necessary to avoid the redemption of
fractional parts of shares; not less than thirty (30) days' notice in writing of
such redemption shall be given by mailing such notice to the registered holders
of the shares to be redeemed, specifying the date and place or places of
redemption; if notice of any such redemption be given by the Company in the
manner aforesaid and an amount sufficient to redeem the shares be deposited with
any trust company or chartered bank in Canada as specified in the notice on or
before the date fixed for redemption, dividends on the Preferred shares to be
redeemed shall cease after the date so fixed for redemption and
the holders thereof shall thereafter have no rights against the Company in
respect thereof except, upon the surrender of certificates for such shares, to
receive payment therefor out of the money so deposited; after the redemption
price of such shares has been deposited with any trust company or chartered bank
in Canada, as aforesaid, notice shall be given to the holders of any Preferred
shares called for redemption who have failed to present the certificates
representing such shares within two (2) months of the date specified for
redemption that the money has been so deposited and may be obtained by the
holders of the said Preferred shares upon presentation of the certificates
representing such shares called for redemption at the said trust company or
chartered bank. The Company will redeem such Preferred shares at the price so
specified, provided the redemption will not be in breach of any of the
provisions of the Act;

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(e)      the
Preferred shares shall rank, both as regards dividends and return of capital, in
priority to all other shares of the Company, but shall not be entitled to any
further right to participate in the profits or assets of the Company;

(f)      in
the event of the liquidation, dissolution or winding-up of the Company, whether
voluntary or involuntary, the holders of the Preferred shares shall be entitled
to receive, before any distribution of any part of the property and assets of
the Company among the holders of any other shares, an amount equal to one
hundred percent (100%) of the amount paid thereon and any dividends declared
thereon and unpaid, and no more;

(g)      the
directors of the Company may issue the Preferred shares in one or more series.
In addition, the directors may, by resolution, alter the Notice of Articles to
fix the number of shares in and to determine the designation of the shares of
each series; the directors may also, by resolution, alter the Notice of Articles
to create, define and attach special rights and restrictions to the shares of
each series, subject to the special rights and restrictions attached to the
Preferred shares.

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