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                                                                     EXHIBIT 1.4

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                                  BY-LAW NO. 1

                   A BY-LAW RELATING GENERALLY TO THE CONDUCT
             OF THE BUSINESS AND AFFAIRS OF METALLICA RESOURCES INC.
                         A CANADIAN FEDERAL CORPORATION

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                <C>
SECTION 1 - DEFINITIONS........................................................................    1
     1.1        General........................................................................    1
     1.2        Interpretation.................................................................    1

SECTION 2 - GENERAL BUSINESS...................................................................    2
     2.1        Financial Year.................................................................    2
     2.2        Execution of Instruments.......................................................    2
     2.3        Voting Rights in Other Bodies Corporate........................................    2

SECTION 3 - MEETINGS OF DIRECTORS..............................................................    3
     3.1        Quorum.........................................................................    3
     3.2        Calling of Meetings............................................................    3
     3.3        First Meeting of New Board.....................................................    3
     3.4        Chair..........................................................................    3
     3.5        Votes to Govern................................................................    3
     3.6        Casting Vote...................................................................    4

SECTION 4 - CHAIRPERSON AND OFFICERS...........................................................    4
     4.1        Appointment of Chairperson.....................................................    4
     4.2        Appointment of Officers........................................................    4
     4.3        President......................................................................    4
     4.4        Vice-President.................................................................    4
     4.5        Secretary......................................................................    4
     4.6        Treasurer......................................................................    5
     4.7        Powers and Duties of Officers..................................................    5

SECTION 5 - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS.......................................    5
     5.1        Limitation of Liability........................................................    5
     5.2        Indemnity......................................................................    5
     5.3        Insurance......................................................................    6

SECTION 6 - SECURITIES.........................................................................    6
     6.1        Enforcement of Lien............................................................    6

SECTION 7 - DIVIDENDS..........................................................................    7
     7.1        Declaration and Payment........................................................    7
     7.2        Payment........................................................................    7
     7.3        Set-Off........................................................................    8

SECTION 8 - MEETINGS OF SHAREHOLDERS...........................................................    8
     8.1        Chairperson, Secretary and Scrutineers.........................................    8
     8.2        Persons Entitled to be Present.................................................    8
     8.3        Quorum.........................................................................    8
     8.4        Right to Vote..................................................................    8
     8.5        Votes to Govern................................................................    9
     8.6        Casting Vote...................................................................    9
     8.7        Adjournment....................................................................    9
     8.8        Meetings by Telephone, Electronic or Other Communication Facility..............    9
</TABLE>

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<TABLE>
<S>                                                                                                <C>
SECTION 9 - NOTICES............................................................................     9
     9.1        Notice to Joint Shareholders...................................................     9
     9.2        Computation of Time............................................................     9
     9.3        Omissions and Errors...........................................................    10

SECTION 10 - EFFECTIVE DATE....................................................................    10
     10.1       Effective Date.................................................................    10
     10.2       Repeal.........................................................................    10
</TABLE>

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                                  BY-LAW NO. 1

                   A BY-LAW RELATING GENERALLY TO THE CONDUCT
              OF THE BUSINESS AND AFFAIRS OF [INSERT COMPANY NAME],
                         A CANADIAN FEDERAL CORPORATION

RESOLVED as a by-law of METALLICA RESOURCES INC. (hereinafter referred to as the
"Corporation") as follows:

SECTION 1 - DEFINITIONS

1.1      GENERAL

         In the By-laws of the Corporation, unless the context otherwise
requires:

(1)      "Act" means the Canada Business Corporations Act, and the regulations
thereunder, as from time to time amended, and every statute or regulation (as
the case may be) that may be substituted therefor and, in the case of such
amendment or substitution, any reference in the by-laws of the Corporation shall
be read as referring to the amended or substituted provisions therefor;

(2)      "Articles" means the original or restated articles of incorporation,
articles of amendment, articles of amalgamation, articles of arrangement,
articles of continuance, articles of dissolution, articles of reorganization and
articles of revival of the Corporation and includes any amendments thereto;

(3)      "Board" means the board of directors of the Corporation;

(4)      "By-laws" means these by-laws and all other by-laws of the Corporation
from time to time in force and effect;

(5)      "Director" means a member of the Board;

(6)      "meeting of shareholders" means annual and special meetings of
shareholders.

1.2      INTERPRETATION

In this by-law:

(1)      Other than as specified above, words and expressions defined in the
Act, have the same meanings when used herein. Words importing the singular
number include the plural and vice versa; words importing gender include the
masculine, feminine and neuter genders; and words importing a person include an
individual, sole proprietorship, partnership, unincorporated association,
unincorporated syndicate, unincorporated organization, trust, body corporate and
a natural person in his capacity as trustee, executor, administrator or other
legal representative.

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(2)      The invalidity or unenforceability of any provisions in this by-law
shall not affect the validity or enforceability of the remaining provisions of
this by-law; and

(3)      The insertion of headings in this by-law are for convenience of
reference only and shall not affect its construction or interpretation.

SECTION 2 - GENERAL BUSINESS

2.1      FINANCIAL YEAR

         The Board may, by resolution, fix the financial year-end of the
Corporation and may from time to time, by resolution, change the financial
year-end of the Corporation.

2.2      EXECUTION OF INSTRUMENTS

(1)      Deeds, transfers, assignments, contracts, obligations, certificates and
other instruments may be signed on behalf of the Corporation by any two (2)
directors or officers of the Corporation.

(2)      In addition, the Board may from time to time authorize any other person
or persons to sign any particular instruments.

(3)      The secretary, or any other officer or any Director, may sign
certificates and similar instruments (other than share certificates) on the
Corporation's behalf with respect to any factual matters relating to the
Corporation's business and affairs, including, without limitation, certificates
verifying copies of the Articles, By-laws, resolutions and minutes of meetings
of the Corporation.

(4)      The signature of any person authorized to sign on behalf of the
Corporation may, if specifically authorized by resolution of the Board, be
written, printed, stamped, engraved, lithographed or otherwise mechanically
reproduced or may be an electronic signature. Anything so signed shall be as
valid as if it had been signed manually, even if that person has ceased to hold
office when anything so signed is issued or delivered, until revoked by
resolution of the Board.

2.3      VOTING RIGHTS IN OTHER BODIES CORPORATE

         The signing officers of the Corporation under Section 2.2 may execute
and deliver proxies and arrange for the issuance of voting certificates or other
evidence of the right to exercise the voting rights attaching to any securities
held by the Corporation. Such instruments shall be in favour of such persons as
may be determined by the officers executing or arranging for the same. In
addition, the Board may from time to time direct the manner in which and the
persons by whom any particular voting rights or class of voting rights may or
shall be exercised.

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SECTION 3 - MEETINGS OF DIRECTORS

3.1      QUORUM

         A quorum of any meeting of Directors is:

         (a)      where the Articles set out the number of directors, a majority
                  of that number; or

         (b)      where the Articles set out the minimum and maximum number of
                  directors, a majority of the number of directors which then
                  constitutes the Board.

3.2      CALLING OF MEETINGS

         Meetings of the Board shall be held from time to time at such time and
at such place as the Board, the chairperson of the Board, the president or any
two Directors may determine. Such meetings shall be called by way of a notice
sent by mail, by e-mail, by fax or by any other electronic means or delivered in
person to the Directors. The notice of the meeting shall specify the place, the
date and the time of such meeting. The notice need specify neither the purpose
nor the agenda of the meeting. The Director shall be deemed to have received
such notice within the normal time for delivery according to the means of
communication used unless there are reasonable grounds for believing that the
notice was not received on time or that it was not received at all.

3.3      FIRST MEETING OF NEW BOARD

         As long as a quorum of Directors is present, each newly elected Board
may without notice hold its first meeting immediately following the meeting of
shareholders at which such Board is elected.

3.4      CHAIR

         The chairperson of the Board or, if none, or in the chairperson of the
Board's absence from a meeting of the Board, the president or, if none, or in
the president's absence, a Director chosen by the Directors present shall chair
each meeting of the Board.

3.5      VOTES TO GOVERN

(1)      At all meetings of the Board, every question shall be decided by a
majority of the votes cast on the question.

(2)      Unless a ballot is demanded, an entry in the minutes of a meeting to
the effect that the chairperson of the meeting declared a resolution to be
carried or defeated is, in the absence of evidence to the contrary, proof of the
fact without proof of the number or proportion of the votes recorded in favour
of or against the resolution.

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3.6      CASTING VOTE

         In case of an equality of votes at a meeting of the Board, the
chairperson of the meeting shall be entitled to a second or casting vote.

SECTION 4 - CHAIRPERSON AND OFFICERS

4.1      APPOINTMENT OF CHAIRPERSON

         The Board may from time to time designate a chairperson of the Board
from among the Directors who shall have such powers and duties as are specified
from time to time by the Board.

4.2      APPOINTMENT OF OFFICERS

         The Board may from time to time designate the offices of the
Corporation and from time to time appoint a president, one or more
vice-presidents (to which title may be added words indicating seniority or
function), a secretary, a treasurer and such other officers as the Board may
determine, including, without limitation, one or more assistants to any of the
officers so appointed. One person may hold more than one office. The Board may
specify the duties of and, in accordance with these By-laws and subject to the
Act, delegate to such officers powers to manage the business and affairs of the
Corporation.

4.3      PRESIDENT

         The president shall be the chief executive officer and, subject to the
authority of the Board, shall have general supervision of the business of the
Corporation; and shall have such other powers and duties as the Board may
specify.

4.4      VICE-PRESIDENT

         A vice-president shall have such powers and duties as the Board or the
chief executive officer may specify.

4.5      SECRETARY

         The secretary shall attend and be the secretary of all meetings of the
Board, shareholders and committees of the Board and shall enter or cause to be
entered in records kept for that purpose minutes of all proceedings thereat;
shall give or cause to be given, as and when instructed, all notices to
shareholders, Directors, officers, auditors and members of committees of the
Board; shall be the custodian of the stamp or mechanical device generally used
for affixing the corporate seal of the Corporation and of all books, records and
instruments belonging to the Corporation, except when some other officer or
agent has been appointed for that purpose; and he shall have such other powers
and duties as the Board or the chief executive officer may specify.

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                  The secretary may delegate all or part of the secretary's
duties to a nominee from time to time.

4.6      TREASURER

         The treasurer shall keep proper accounting records in compliance with
the Act and shall be responsible for the deposit of money, the safekeeping of
securities and the disbursement of the funds of the Corporation; shall render to
the Board whenever required an account of all his transactions as treasurer and
of the financial position of the Corporation; and shall have such other powers
and duties as the Board or the chief executive officer may specify.

4.7      POWERS AND DUTIES OF OFFICERS

         The powers and duties of all officers shall be such as the terms of
their engagement call for or as the Board or (except for those whose powers and
duties which are to be specified only by the Board) the president may specify.
The Board and (except as aforesaid) the president may, from time to time, vary,
add to or limit the powers and duties of any officer. Any of the powers and
duties of an officer to whom an assistant has been appointed may be exercised
and performed by such assistant, unless the Board or the chief executive officer
otherwise directs.

SECTION 5 - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

5.1      LIMITATION OF LIABILITY

         Every Director and officer of the Corporation in exercising his or her
powers and discharging his or her duties shall act honestly and in good faith
with a view to the best interests of the Corporation and exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Subject to the foregoing, no Director or officer shall
be liable for the acts, omissions, failures, neglects or defaults of any other
Director, officer or employee, or for joining in any act for conformity, or for
any loss, damage or expense suffered or incurred by the Corporation through the
insufficiency or deficiency of title to any property acquired by the Corporation
or for or on behalf of the Corporation, or for the insufficiency or deficiency
of any security in or upon which any of the moneys of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person with whom any of the moneys, securities or effects of
the Corporation shall be deposited, or for any loss occasioned by any error of
judgment or oversight on his or her part, or for any other loss, damage or
misfortune which shall happen in the execution of the duties of his or her
office or in relation thereto. Nothing herein shall relieve any Director or
officer from the duty to act in accordance with the Act and the regulations
thereunder or from liability for any breach thereof.

5.2      INDEMNITY

(1)      The Corporation shall indemnify a Director or officer of the
Corporation, a former Director or officer of the Corporation or another
individual who acts or acted at the Corporation's request as a director or
officer (or an individual acting in a similar capacity) of

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another entity, against all costs, charges and expenses, including, without
limitation, an amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved because of
that association with the Corporation or other entity.

(2)      The Corporation shall advance monies to a Director, officer or other
individual for the costs, charges and expenses of a proceeding referred to in
Section 5.2(1). The individual shall repay the monies if it is determined that
he or she did not fulfil the conditions of Section 5.2(3).

(3)      The Corporation shall not indemnify an individual under Section 5.2(1)
unless he or she:

         (a)      acted honestly and in good faith with a view to the best
                  interests of the Corporation or, as the case may be, to the
                  best interests of the other entity for which he or she acted
                  as a Director or officer or in a similar capacity at the
                  Corporation's request; and

         (b)      in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, he or she
                  had reasonable grounds for believing that his or her conduct
                  was lawful.

(4)      The Corporation shall also indemnify the individual referred to in
Section 5.2(1) in such other circumstances as the Act or law permits or
requires. Nothing in these By-laws shall limit the right of any person entitled
to indemnity to claim indemnity apart from the provisions of these By-laws.

5.3      INSURANCE

         Subject to the Act, the Corporation may purchase and maintain such
insurance for the benefit of any individual referred to in Section 5.2(1) as the
Board may from time to time determine.

SECTION 6 - SECURITIES

6.1      ENFORCEMENT OF LIEN

(1)      In the event that any shareholder (the "Defaulting Shareholder")
defaults in the payment of any interest and/or principal due in respect of any
indebtedness owing by such shareholder to the Corporation (the "Debt") when the
same becomes due and payable and continues in such default for a period of
thirty (30) days after notice in writing thereof has been given by the
Corporation to such shareholder:

         (a)      the Corporation may sell all or any part of the shares then
                  registered in the name of the Defaulting Shareholder (the
                  "Subject Shares"). The terms and manner of the sale shall be
                  at the sole discretion of the Corporation. The proceeds of
                  such sale shall be used and applied firstly to the cost and
                  expense of such sale incurred by the Corporation, including
                  security transfer taxes and legal fees, secondly to

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<PAGE>

                  reimburse the Corporation for out-of-pocket expenses incurred
                  in connection with the sale, and thirdly for the payment in
                  full of the Debt and other sums due to the Corporation from
                  the Defaulting Shareholder. The balance of the proceeds, if
                  any, shall be paid to the Defaulting Shareholder. If the
                  proceeds of the sale are insufficient to pay the Debt, the
                  Defaulting Shareholder shall remain liable to the Corporation
                  for any such deficiency;

         (b)      the Corporation may apply any dividends or other distributions
                  paid or payable on or in respect of the Subject Shares in
                  repayment of the Debt;

         (c)      where the Subject Shares are redeemable pursuant to the
                  Articles, the Corporation may redeem all or part of the
                  Subject Shares and apply the redemption price to the Debt;

         (d)      the Corporation may refuse to register a transfer of all or
                  part of the Subject Shares until the Debt is paid; and

         (e)      in exercising one or more of the rights granted in this
                  by-law, the Corporation shall not prejudice or surrender any
                  other rights of enforcement of its lien which may by law be
                  available to it, or any other remedy available to the
                  Corporation for collection of the Debt, and the Defaulting
                  Shareholder shall remain liable for any deficiency remaining.

SECTION 7 - DIVIDENDS

7.1      DECLARATION AND PAYMENT

         Subject to the Act and subject to it being established that the
Corporation is or will be able to discharge its liabilities when due and that
the realizable value of its assets will not be less than the aggregate of its
liabilities and of its stated capital, the Directors may declare and pay
dividends to the shareholders according to their respective rights and interests
in the Corporation. The Directors shall not, be compelled to make any
distribution of the profits of the Corporation; thus they may create a reserve
fund for the payment of dividends or set aside such profits in whole or in part
in order to keep them as a reserve fund of any kind. Such dividends may be paid
in specie, in property or by the issue of fully paid-up securities of the
Corporation.

7.2      PAYMENT

         Unless the holder otherwise indicates, a dividend payable in specie
shall be paid by cheque to the order of the registered holder of the securities
of the class in respect of which a dividend has been declared and shall be
delivered or mailed by prepaid ordinary mail to such registered holder to or at
the address appearing at that time in the registers of the Corporation. In the
case of joint holders, unless such joint holders otherwise direct, the cheque
shall be made payable to the order of all of such joint holders and be delivered
or mailed to them to or at the address of one (1) of them appearing at that time
in the registers of the Corporation. The mailing of such cheque as aforesaid,
unless the same is not paid upon due presentation, shall satisfy all

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claims and discharge the Corporation of its liability for the dividend to the
extent of the amount of the cheque. In the event of non-receipt of the dividend
cheque by the person to whom it was delivered or mailed as aforesaid, the
Corporation shall issue to such person a replacement cheque for the same amount
on such terms as determined by the directors.

7.3      SET-OFF

         The Directors, in their discretion, may apply, in whole or in part, any
amount of dividend declared payable to a shareholder to set off any debt owed by
the shareholder to the Corporation.

SECTION 8 - MEETINGS OF SHAREHOLDERS

8.1      CHAIRPERSON, SECRETARY AND SCRUTINEERS

         The chairperson of any meeting of shareholders shall be the first
mentioned of such of the following officers as have been appointed and who is
present at the meeting: chairperson of the Board; president; or a vice-president
who is a shareholder. If no such officer is present within 15 minutes from the
time fixed for holding the meeting, the persons present and entitled to vote
shall choose one of their number to be chairperson. If the secretary of the
Corporation is absent, the chairperson shall appoint some person, who need not
be a shareholder, to act as secretary of the meeting. If desired, one or more
scrutineers, who need not be shareholders, may be appointed by resolution or by
the chairperson with the consent of the meeting.

8.2      PERSONS ENTITLED TO BE PRESENT

         The only persons entitled to be present at a meeting of the
shareholders shall be those entitled to attend or vote at the meeting, the
Directors, auditor, legal counsel of the Corporation and others who, although
not entitled to attend or vote, are entitled or required under any provision of
the Act, the Articles, or By-laws to be present at the meeting. Any other person
may be admitted only on the invitation of the chairperson of the meeting or with
the consent of the meeting.

8.3      QUORUM

         A quorum for the transaction of business at any meeting of shareholders
shall be two persons present in person, each being a shareholder entitled to
vote thereat or a duly appointed proxyholder for or representative of such a
shareholder and together holding or representing in the aggregate not less than
5% of the outstanding shares of the Corporation entitled to be voted at the
meeting. If a quorum is not present at the opening of a meeting of shareholders,
the shareholders present may adjourn the meeting to a fixed time and place, and
at the adjourned meeting a quorum will be those individuals present.

8.4      RIGHT TO VOTE

         Whenever a vote by a show of hands has been taken upon a question,
every person present and entitled to vote has one vote. Unless a ballot is
demanded, a declaration by the

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chairperson of the meeting that the vote upon the question has been carried or
carried by a particular majority or not carried and an entry to that effect in
the minutes of the meeting is prima facie evidence of the fact, without proof of
the number or proportion of the votes recorded in respect of the question. A
demand for a ballot may be withdrawn at any time prior to the taking of the
ballot.

         Upon a ballot, each shareholder who is present or represented by proxy
is entitled, in respect of the shares which the shareholder is entitled to vote
at the meeting upon the question, to that number of votes provided by the Act or
the articles in respect of those shares.

8.5      VOTES TO GOVERN

         At any meeting of shareholders, every question shall, unless otherwise
required by the Articles and By-laws, be determined by a majority of the votes
cast on the question.

8.6      CASTING VOTE

         In case of an equality of votes at any meeting of shareholders either
on a show of hands or on a poll, the chairperson of the meeting shall be
entitled to a second or casting vote.

8.7      ADJOURNMENT

         Subject to the Act, the chairperson at a meeting of shareholders may,
with the consent of the meeting and subject to such conditions as the meeting
may decide, adjourn the meeting from time to time and from place to place.

8.8      MEETINGS BY TELEPHONE, ELECTRONIC OR OTHER COMMUNICATION FACILITY

         The directors of the Corporation who call a meeting of shareholders
pursuant to the Act may determine that the meeting shall be held, to the extent
and in the manner permitted by law, entirely by means of a telephonic,
electronic or other communication facility that permits all participants to
communicate adequately with each other during the meeting.

SECTION 9 - NOTICES

9.1      NOTICE TO JOINT SHAREHOLDERS

         If two or more persons are registered as joint holders of any share,
any notice may be addressed to all such joint holders, but notice addressed to
one of those persons shall be sufficient notice to all of them.

9.2      COMPUTATION OF TIME

         In computing the period of days when notice must be given under any
provision requiring a specified number of days notice of any meeting or other
event, the period shall be deemed to begin on the day following the event that
began the period and shall be deemed to end at

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midnight of the last day of the period, except that, if the last day of the
period falls on a non-business day, the period shall end at midnight on the day
next following that is not a non-business day.

9.3      OMISSIONS AND ERRORS

         The accidental omission to give any notice to any shareholder,
Director, officer, auditor or member of a committee of the Board or the
non-receipt of any notice by any such person or any error in any notice not
affecting the substance of the notice shall not invalidate any action taken at
any meeting held pursuant to the notice or otherwise founded on it.

SECTION 10 - EFFECTIVE DATE

10.1     EFFECTIVE DATE

         These By-laws shall come into force on the date of issue of a
certificate of continuance continuing the Corporation under the Act.

10.2     REPEAL

         All previous By-laws of the Corporation are repealed as of the coming
into force of these By-laws. The repeal shall not affect the previous operation
of any By-laws so repealed or affect the validity of any act done or right,
privilege, obligation or liability acquired or incurred under, or the validity
of any contract or agreement made pursuant to, or the validity of any Articles
or predecessor charter documents of the Corporation obtained pursuant to, any
such By-laws before its repeal. All officers and persons acting under any
By-laws so repealed shall continue to act as if appointed under the provisions
of these By-laws, and all resolutions of the shareholders or the Board or a
committee of the Board with continuing effect passed under any repealed By-laws
shall continue to be good and valid except to the extent inconsistent with these
By-laws and until amended or repealed.

                  MADE by directors the 29th day of April, 2002.

(signed)                                        (signed)
---------------------------                     ------------------------------
President                                       Secretary

                  CONFIRMED by all of the shareholders the 6th day of June,
2002.

(signed)                                        (signed)
---------------------------                     ------------------------------
President                                       Secretary

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