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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                                          | 24
|PART
      16 POWERS AND DUTIES OF DIRECTORS                               | 26
|PART
      17 INTERESTS OF DIRECTORS AND OFFICERS                          | 27
|PART
      18 PROCEEDINGS OF DIRECTORS                                     | 28
|PART
      19 EXECUTIVE AND OTHER COMMITTEES                               | 31
|PART
      20 OFFICERS                                                     | 32
|PART
      21 INDEMNIFICATION                                              | 33
|PART
      22 DIVIDENDS                                                    | 35
|PART
      23 ACCOUNTING RECORDS AND AUDITOR                               | 37
|PART
      24 NOTICES                                                      | 37
|PART
      25 SEAL                                                         | 39
|PART
      26 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PREFERRED SHARES | 40

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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 Actbeing 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 ordinary
resolution:

(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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- 12 -

(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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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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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 by Shareholder 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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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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(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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(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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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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(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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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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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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(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.

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.

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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

(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:

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(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.

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.

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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.

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.

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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.

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

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(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.

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.

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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.

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.

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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;

(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

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(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

(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:

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(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.

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;

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(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

(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 Actor former Articles does not, of itself, invalidate
any indemnity to which he or she is entitled under this Part 21.

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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.

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

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(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.

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.

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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.

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;

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(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.

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

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(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.

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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