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ARTICLES (POST CONTINUANCE)

BUSINESS CORPORATIONS ACT

ARTICLES

of

TAG OIL LTD.

Page

ARTICLE
1INTERPRETATION

|1.1                                 | Definitions                                                                   | 1
|----------------------------------- | ----------------------------------------------------------------------------- | -
|1.2                                 | Business
      Corporations Act and Interpretation Act Definitions Applicable | 1
|                                    |                                                                               |  
|ARTICLE 2                          
|SHARES AND SHARE
      CERTIFICATES
|2.1                                 | Authorized
      Share Structure                                              | 1
|2.2                                 | Form
      of Share Certificate                                               | 2
|2.3                                 | Shareholder
      Entitled to Certificate or Acknowledgement                  | 2
|2.4                                 | Delivery
      by Mail                                                        | 2
|2.5                                 | Replacement
      of Worn Out or Defaced Certificate or Acknowledgement.      | 2
|2.6                                 | Replacement
      of Lost, Stolen or Destroyed Certificate or Acknowledgement | 2
|2.7                                 | Splitting
      Share Certificates.                                           | 2
|2.8                                 | Certificate
      Fee                                                         | 3
|2.9                                 | Recognition
      of Trusts                                                   | 3
|                                    |                                                                               |  
|ARTICLE 3                          
|ISSUE OF SHARES                    
|3.1                                 | Directors
      Authorized                                                    | 3
|3.2                                 | Commissions
      and Discounts                                               | 3
|3.3                                 | Brokerage                                                                     | 3
|3.4                                 | Conditions
      of Issue.                                                    | 3
|3.5                                 | Share
      Purchase Warrants and Rights.                                     | 4
|                                    |                                                                               |  
|ARTICLE 4                          
|SHARE REGISTERS                    
|4.1                                 | Central
      Securities Register                                             | 4
|4.2                                 | Closing
      Register                                                        | 4
|                                    |                                                                               |  
|**ARTICLE 5**                      
|**SHARE TRANSFERS**                
|5.1                                 | Registering
      Transfers                                                   | 4





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|- ii -                                       
|---------------------------------------------
|                                             
|                                             
|5.2                                          
|5.3                                          
|5.4                                          
|5.5                                          
|5.6                                          
|                                             
|ARTICLE 6                                    
|TRANSMISSION OF SHARES                       
|6.1                                          
|6.2                                          
|                                             
|ARTICLE 7                                    
|PURCHASE OF SHARES                           
|7.1                                          
|7.2                                          
|7.3                                          
|                                             
|ARTICLE 8                                    
|BORROWING POWERS                             
|8.1                                          
|                                             
|ARTICLE 9                                    
|ALTERATIONS                                  
|9.1                                          
|9.2                                          
|9.3                                          
|9.4                                          
|                                             
|ARTICLE 10                                   
|MEETINGS OF SHAREHOLDERS                     
|10.1                                         
|10.2                                         
|10.3                                         
|10.4                                         
|10.5                                         
|10.6                                         
|10.7                                         
|10.8                                         
|                                             
|ARTICLE 11                                   
|PROCEEDINGS AT MEETINGS OF
      SHAREHOLDERS
|11.1                                         
|11.2                                         
|11.3                                         
|11.4                                         

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|- iii -              
|---------------------
|                     
|                     
|11.5                 
|11.6                 
|11.7                 
|11.8                 
|11.9                 
|11.10                
|11.11                
|11.12                
|11.13                
|11.14                
|11.15                
|11.16                
|11.17                
|11.18                
|11.19                
|11.20                
|11.21                
|11.22                
|11.23                
|                     
|ARTICLE 12           
|VOTES OF SHAREHOLDERS
|12.1                 
|12.2                 
|12.3                 
|12.4                 
|12.5                 
|12.6                 
|12.7                 
|12.8                 
|12.9                 
|12.10                
|12.11                
|12.12                
|12.13                
|12.14                
|12.15                
|                     
|ARTICLE 13           
|DIRECTORS            
|13.1                 
|13.2                 
|13.3                 
|13.4                 
|13.5                 
|13.6                 

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|- iv -                                   
|-----------------------------------------
|                                         
|                                         
|13.7                                     
|13.8                                     
|                                         
|ARTICLE 14                               
|ELECTION AND REMOVAL OF
      DIRECTORS  
|14.1                                     
|14.2                                     
|14.3                                     
|14.4                                     
|14.5                                     
|14.6                                     
|14.7                                     
|14.8                                     
|14.9                                     
|14.10                                    
|14.11                                    
|                                         
|ARTICLE 15                               
|POWERS AND DUTIES OF
      DIRECTORS     
|15.1                                     
|15.2                                     
|                                         
|ARTICLE 16                               
|DISCLOSURE OF INTEREST OF
      DIRECTORS
|16.1                                     
|16.2                                     
|16.3                                     
|16.4                                     
|16.5                                     
|16.6                                     
|16.7                                     
|16.8                                     
|                                         
|ARTICLE 17                               
|PROCEEDINGS OF DIRECTORS                 
|17.1                                     
|17.2                                     
|17.3                                     
|17.4                                     
|17.5                                     
|17.6                                     
|17.7                                     
|17.8                                     
|17.9                                     
|17.10                                    

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|- v -                                 
|--------------------------------------
|                                      
|                                      
|17.11                                 
|17.12                                 
|                                      
|ARTICLE 18                            
|EXECUTIVE AND OTHER
      COMMITTEES  
|18.1                                  
|18.2                                  
|18.3                                  
|18.4                                  
|18.5                                  
|                                      
|ARTICLE 19                            
|OFFICERS                              
|19.1                                  
|19.2                                  
|19.3                                  
|19.4                                  
|                                      
|ARTICLE 20                            
|INDEMNIFICATION                       
|20.1                                  
|20.2                                  
|20.3                                  
|20.4                                  
|20.5                                  
|                                      
|ARTICLE 21                            
|DIVIDENDS                             
|21.1                                  
|21.2                                  
|21.3                                  
|21.4                                  
|21.5                                  
|21.6                                  
|21.7                                  
|21.8                                  
|21.9                                  
|21.10                                 
|21.11                                 
|21.12                                 
|21.13                                 
|                                      
|**ARTICLE 22**                        
|
|**DOCUMENTS, RECORDS AND
    REPORTS**
|                                      
|22.1                                  



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|- vi -                               
|-------------------------------------
|                                     
|                                     
|22.2                                 
|                                     
|ARTICLE 23                           
|NOTICES                              
|23.1                                 
|23.2                                 
|23.3                                 
|23.4                                 
|23.5                                 
|                                     
|ARTICLE 24                           
|SEAL AND EXECUTION OF
      DOCUMENTS
|24.1                                 
|24.2                                 
|24.3                                 
|24.4                                 

---

Certificate of Incorporation No. _____________

BUSINESS CORPORATIONS ACT

ARTICLES

of

TAG OIL LTD.(the Company)

ARTICLE 1
INTERPRETATION

|1.1 | Definitions.In these Articles, unless the context
      otherwise requires:                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                         
|    | board of directors, directors and
      board mean the directors or sole director of the Company for the
      time being;                                                                                                        
|    |                                                                                                                                                                                                                                         
|    | Business Corporations Act means the
      Business Corporations Act(British Columbia) from time to time in
      force and all amendments thereto and includes all regulations and
      amendments thereto made pursuant to that Act;
|    |                                                                                                                                                                                                                                         
|    | legal personal representative means the personal
      or other legal representative of the shareholder;                                                                                                                              
|    |                                                                                                                                                                                                                                         
|    | registered address of a shareholder means the
      shareholders address as recorded in the central securities register;
      and                                                                                                   
|    |                                                                                                                                                                                                                                         
|    | seal means the seal of the Company, if
    any.                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                         

**1.2**                           
Business Corporations ActandInterpretation ActDefinitions Applicable.The definitions in the Business
Corporations Act and the definitions and rules of construction in the
Interpretation Act, with the necessary changes, so far as applicable, and
unless the context requires otherwise, apply to these Articles as if they were
an enactment. If there is a conflict between a definition in the Business
Corporations Act and a definition or rule in the Interpretation Act
relating to a term used in these Articles, the definition in the Business
Corporations Actwill prevail in relation to the use of the term in these
Articles. If there is a conflict between these Articles and the Business
Corporations Act, the Business Corporations Act will prevail.

ARTICLE 2SHARES AND SHARE CERTIFICATES

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

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- 2 -

**2.2**                           
**Form of Share Certificate.**Each share certificate issued by the
Company must comply with, and be signed as required by, the Business
Corporations Act.

**2.3**                           
**Shareholder Entitled to Certificate or Acknowledgement.**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 acknowledgement 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.

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

**2.5**                           
**Replacement of Worn Out or Defaced Certificate or Acknowledgement.**If the directors are satisfied that a share certificate or a
non-transferable written acknowledgement of the shareholders right to obtain a
share certificate is worn out or defaced, they must, on production to them of
the share certificate or acknowledgement, as the case may be, and on such other
terms, if any, as they think fit:

| | (a) | order the share certificate or acknowledgement, as the
      case may be, to be cancelled; and
| | --- | ----------------------------------------------------------------------------------------------
| |     |                                                                                               
| | (b) | issue a replacement share certificate or acknowledgement,
      as the case may be.           

**2.6**                           
**Replacement of Lost, Stolen or Destroyed Certificate or
Acknowledgement.**

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

| | (a) | proof satisfactory to them that the share certificate or
      acknowledgement is lost, stolen or destroyed; and
| | --- | ----------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                 
| | (b) | any indemnity the directors consider
  adequate.                                                                

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

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- 3 -

**2.8**                           
**Certificate Fee.**There must be paid to the Company, in relation
to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the
amount, if any and which must not exceed the amount prescribed under the
Business Corporations Act, determined by the directors.

**2.9**                           
**Recognition of Trusts.**Except as required by law or statute or
these Articles, no person will be recognized by the Company as holding any share
upon any trust, and the Company is not bound by or compelled in any way to
recognize (even when having notice thereof) any equitable, contingent, future or
partial interest in any share or fraction of a share or (except as by law or
statute or these Articles provided 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.

ARTICLE 3ISSUE OF SHARES

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

**3.2**                           
**Commissions and Discounts.**The Company may at any time, pay a
reasonable commission or allow a reasonable discount to any person in
consideration of that person purchasing or agreeing to purchase shares of the
Company from the Company or any other person or procuring or agreeing to procure
purchasers for shares of the Company.

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

**3.4**                           
**Conditions of Issue.**Except as provided for by the Business
Corporations Act, no share may be issued until it is fully paid. A share is
fully paid when:

| | (a) | consideration is provided to the Company for the issue of
      the share by one or more of the following:                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                        
| |     | (i)                                                                                                                                    
| |     |                                                                                                                                        
| |     | (ii)                                                                                                                                   
| |     |                                                                                                                                        
| |     | (iii)                                                                                                                                  
| |     |                                                                                                                                        
| | (b) | the value of the consideration received by the Company
      equals or exceeds the issue price set for the share under Article
    3.1.



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- 4 -

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

ARTICLE 4SHARE REGISTERS

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

**4.2**                           
**Closing Register.**The Company must not at any time close its
central securities register.

ARTICLE 5SHARE TRANSFERS

**5.1**                           
**Registering Transfers.** A transfer of a share of the Company
must not be registered unless:

| | (a) | a duly signed instrument of transfer in respect of the
      share has been received by the Company;                                                                                                                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                             
| | (b) | if a share certificate has been issued by the Company in
      respect of the share to be transferred, that share certificate has been
      surrendered to the Company; and                                                                                
| |     |                                                                                                                                                                                                                                                             
| | (c) | if a non-transferable written acknowledgement 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 acknowledgement
      has been surrendered to the Company.

**5.2**                           
**Form of Instrument of Transfer.**The instrument of transfer in
respect of any share of the Company must be either in the form, if any, on the
back of the Companys share certificates or in any other form that may be
approved by the directors from time to time.

**5.3**                           
**Transferor Remains Shareholder.** Except to the extent that the
Business Corporations Act otherwise provides, the transferor of shares is
deemed to remain the holder of the shares until the name of the transferee is
entered in a securities register of the Company in respect of the transfer.

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- 5 -

**5.4**                           
**Signing of Instrument of Transfer.** If a shareholder, or his or
her duly authorized attorney, signs an instrument of transfer in respect of
shares registered in the name of the shareholder, the signed instrument of
transfer constitutes a complete and sufficient authority to the Company and its
directors, officers and agents to register the number of shares specified in the
instrument of transfer or specified in any other manner, or, if no number is
specified, all the shares represented by the share certificates or set out in
the written acknowledgements deposited with the instrument of transfer:

| | (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.

**5.5**                           
**Enquiry as to Title Not Required.** Neither the Company nor any
director, officer or agent of the Company is bound to inquire into the title of
the person named in the instrument of transfer as transferee or, if no person is
named as transferee in the instrument of transfer, of the person on whose behalf
the instrument is deposited for the purpose of having the transfer registered or
is liable for any claim related to registering the transfer by the shareholder
or by any intermediate owner or holder of the shares, of any interest in the
shares, of any share certificate representing such shares or of any written
acknowledgement of a right to obtain a share certificate for such shares.

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

ARTICLE 6TRANSMISSION OF SHARES

**6.1**                           
**Legal Personal Representative Recognized on Death.**In case of
the death of a shareholder, the legal personal representative, or if the
shareholder was a joint holder, 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, the directors may require proof of appointment by a court of
competent jurisdiction, a grant of letters probate, letters of administration or
such other evidence or documents as the directors consider appropriate.

**6.2**                           
**Rights of Legal Personal Representative.**The legal personal
representative has the same rights, privileges and obligations that attach to
the shares held by the shareholder, including the right to transfer the shares
in accordance with these Articles, provided the documents required by the
Business Corporations Act and the directors have been deposited with the
Company.

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- 6 -

ARTICLE 7PURCHASE OF SHARES

**7.1**                           
**Company Authorized to Purchase Shares.**Subject to Article 7.2,
the special rights and restrictions attached to the shares of any class or
series and the Business Corporations Act, the Company may, if authorized
by the directors, purchase or otherwise acquire any of its shares at the price
and upon the terms specified in such resolution.

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

| | (a) | the Company is insolvent; or                                                               
| | --- | -------------------------------------------------------------------------------------------
| |     |                                                                                            
| | (b) | making the payment or providing the consideration would
      render the Company insolvent.

**7.3**                           
**Sale and Voting of Purchased Shares.** If the Company retains a
share redeemed, purchased or otherwise acquired by it, the Company may sell,
gift or otherwise dispose of the share, but, while such share is held by the
Company, it:

| | (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.      

ARTICLE 8BORROWING POWERS

8.1****                           
  ****Borrowing Powers.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 they 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.                                    



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- 7 -

ARTICLE
9ALTERATIONS

**9.1**                           
**Alteration of Authorized Share Structure.** Subject to Article
9.2 and the

Business Corporations Act, the Company may by special
resolution:

| | (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)                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                          
| | (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 Business Corporations
      Act.                                                                                                                                                                               

**9.2**                           
**Special Rights and Restrictions.**Subject to the Business
Corporations Act, the Company may by special 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.                                          

**9.3**                           
**Change of Name.**The Company may by a directors resolution or
an ordinary resolution authorize an alteration of its Notice of Articles in
order to change its name.

**9.4**                           
**Other Alterations.**If the Business Corporations Act does
not specify the type of resolution and these Articles do not specify another
type of resolution, the Company may by special resolution alter these
Articles.

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- 8 -

ARTICLE 10MEETINGS OF SHAREHOLDERS

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

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

**10.3**                           
**Calling of Meetings of Shareholders.** The directors may,
whenever and wherever they think fit, call a meeting of shareholders. The
Company can hold its general meetings at a specified location outside of British
Columbia if so authorized by a resolution of its directors.

**10.4**                           
**Notice for Meetings of Shareholders.**The Company must send
notice of the date, time and location of any meeting of shareholders, 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:

| | (a) | if and for so long as the Company is a public company, 21
      days; or
| | --- | ------------------------------------------------------------------------
| |     |                                                                         
| | (b) | otherwise, 10 days.                                                     

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

| | (a) | if and for so long as the Company is a public company, 21
      days; or
| | --- | ------------------------------------------------------------------------
| |     |                                                                         
| | (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.

---

- 9 -

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

**10.7**                           
**Failure to Give Notice and Waiver of Notice.**The accidental
omission to send notice of any meeting 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 or reduce the period of notice of such meeting.

**10.8**                           
**Notice of Special Business at Meetings of Shareholders.** If a
meeting of shareholders is to consider special business within the meaning of
Article 11.1, the notice of meeting must:

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

ARTICLE 11PROCEEDINGS AT MEETINGS OF
SHAREHOLDERS

**11.1**                           
**Special Business.**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)                                                                                                                                                                                  
| |     |                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                 



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- 10 -

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

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

**11.3**                           
**Quorum.**Subject to the special rights and restrictions attached
to the shares of any class or series of shares, the quorum for the transaction
of business at a meeting of shareholders is two persons who are, or who
represent by proxy, shareholders who, in the aggregate, hold at least 5% of the
issued shares entitled to be voted at the meeting.

**11.4**                           
**One Shareholder May Constitute Quorum.** If there is only one
shareholder entitled to vote at a meeting of shareholders:

| | (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.      

**11.5**                           
**Other Persons May Attend.**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 and any other persons invited by the
directors are entitled to attend any meeting of shareholders, but if any of
those persons does attend a meeting of shareholders, that person is not to be
counted in the quorum and is not entitled to vote at the meeting unless that
person is a shareholder or proxy holder entitled to vote at the meeting.

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

---

- 11 -

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

| | (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.

**11.8**                           
**Lack of Quorum at Succeeding Meeting.** If, at the meeting to
which the meeting referred to in Article 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, one or more
shareholders entitled to attend and vote at the meeting constitute a quorum.

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

| | (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; or
| |     |                                                                                                                 
| | (c) | such other person who has been designated by the board of
      directors to exercise such function.            

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

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

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

**11.13**                           
**Decisions by Show of Hands or Poll.**Subject to the Business
Corporations Act, every motion put to a vote at a meeting of shareholders
will be decided on a show of hands

---

- 12 -

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 at least one
shareholder entitled to vote who is present in person or by proxy.

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

**11.15**                           
**Motion Need Not be Seconded.** No motion proposed at a meeting of
shareholders need be seconded unless the chair of the meeting rules otherwise,
and the chair of any meeting of shareholders is entitled to propose or second a
motion.

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

**11.17**                           
**Manner of Taking Poll.**Subject to Article 11.18, if a poll is
duly demanded at a meeting of shareholders:

| | (a) | the poll must be taken:                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------
| |     |                                                                                                            
| |     | (i)                                                                                                        
| |     |                                                                                                            
| |     | (ii)                                                                                                       
| |     |                                                                                                            
| | (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.                              

**11.18**                           
**Demand for Poll on Adjournment.** A poll demanded at a meeting of
shareholders on a question of adjournment must be taken immediately at the
meeting.

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

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

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

---

- 13 -

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

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

ARTICLE 12VOTES OF SHAREHOLDERS

**12.1**                           
  **Number of Votes by Shareholder or by Shares.**Subject to any
  special rights or restrictions attached to any shares and to the restrictions
  imposed on joint shareholders under Article 12.3:

| | (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.

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

**12.3**                            
  **Votes by Joint Holders.**If there are joint shareholders registered
  in respect of any share:

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

**12.4**                            
  **Legal Personal Representatives as Joint Shareholders.** Two or
  more legal personal representatives of a shareholder in whose sole name any
  share is registered are, for the purposes of Article 12.3, deemed to be joint
  shareholders.

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- 14 -

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

| | (a) | for that purpose, the instrument appointing a
      representative must:
| | --- | ------------------------------------------------------------------------
| |     |                                                                         
| |     | (i)                                                                     
| |     |                                                                         
| |     | (ii)                                                                    
| |     |                                                                         
| | (b) | if a representative is appointed under this Article
      12.5:         
| |     |                                                                         
| |     | (i)                                                                     
| |     |                                                                         
| |     | (ii)                                                                    

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

**12.6**                            
  **Proxy Provisions Do Not Apply to All Companies.**Articles 12.7
  to 12.15 do not apply to the Company if and for so long as it 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. However, the directors 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.

**12.7**                            
  **Appointment of Proxy Holders.**Every shareholder of the Company,
  including a corporation that is a shareholder but not a subsidiary of the Company,
  entitled to vote at a meeting of shareholders of the Company may, by proxy,
  appoint one or more (but not more than five) proxy holders to attend and act
  at the meeting in the manner, to the extent and with the powers conferred by
  the proxy.

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

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- 15 -

**12.9**                            
  **When Proxy Holder Need Not Be Shareholder.** A person must not
  be appointed as a proxy holder unless the person is a shareholder, although
  a person who is not a shareholder may be appointed as a proxy holder if:

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

12.10 ****                           Deposit
  of Proxy.A proxy for a meeting of shareholders must:

| | (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
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (b) | unless the notice provides otherwise, be provided, at
        the meeting, to the chair of the meeting or to a person designated by
        the chair of the meeting.                                                                                                                                                                                          

A proxy may be sent to the Company by written instrument, fax
or any other method of transmitting legibly recorded messages.

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

| | (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 at which the proxy is to be used; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                  
| | (b) | by the chair of the meeting, before the vote is
    taken.                                                                                                                                       

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

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- 16 -

[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 if given in respect of all shares registered in the
name of the shareholder): _______________.

Signed this ______day of __________, _____.

| |                                
| | -------------------------------
| | (Signature of shareholder)     
| |                                
| |                                
| | (Name of shareholder - printed)

**12.13**                           
**Revocation of Proxy.**Subject to Article 12.14, every proxy may
be revoked by an instrument in writing that is:

| | (a) | received 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 at which the proxy is to be used; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                          
| | (b) | provided, at the meeting, to the chair of the
    meeting.                                                                                                                                               

**12.14**                            
Revocation of Proxy Must Be Signed.An instrument referred to in Article
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 his
      or her legal personal representative or trustee in bankruptcy;
or  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                    
| | (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 Article
  12.5.

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

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- 17 -

ARTICLE 13DIRECTORS

**13.1**                            
**First Directors; Number of Directors.** The first directors are
the persons designated as directors of the Company in the Notice of Articles
that applies to the Company when it is recognized under the Business
Corporations Act. The number of directors, excluding additional directors
appointed under Article 14.8, is set at:

| | (a) | subject to paragraphs (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)                                                                                                                               
| |     |                                                                                                                                   
| |     | (ii)                                                                                                                              
| |     |                                                                                                                                   
| | (c) | if the Company is not a public company, the most recently
      set of:                                                           
| |     |                                                                                                                                   
| |     | (i)                                                                                                                               
| |     |                                                                                                                                   
| |     | (ii)                                                                                                                              

**13.2**                            
**Change in Number of Directors.** If the number of directors is
set under Articles 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;
      and                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                           
| | (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
      contemporaneously with the setting of that number, then the directors may
      appoint, or the shareholders may elect or appoint, directors to fill those
      vacancies.

**13.3**                            
**Directors Acts Valid Despite Vacancy.**An act or proceeding of
the directors is not invalid merely because fewer than the number of directors
set or otherwise required under these Articles is in office.

**13.4**                            
**Qualifications of Directors.** A director is not required to hold
a share in the capital of the Company as qualification for his or her office but
must be qualified as required by the Business Corporations Actto become,
act or continue to act as a director.

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

---

- 18 -

remuneration may be in addition to any salary or other
remuneration paid to any officer or employee of the Company as such, who is also
a director.

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

**13.7**                            
**Special Remuneration for Directors.**If any director performs
any professional or other services for the Company that in the opinion of the
directors are outside the ordinary duties of a director, or if any director is
otherwise specially occupied in or about the Companys business, he or she may
be paid remuneration fixed by the directors, or, at the option of that director,
fixed by ordinary resolution, and such remuneration may be either in addition
to, or in substitution for, any other remuneration that he or she may be
entitled to receive.

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

ARTICLE 14ELECTION AND REMOVAL OF
DIRECTORS

**14.1**                            
**Election at Annual General Meeting.**At every annual general
meeting and in every unanimous resolution contemplated by Article 10.2:

| | (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 paragraph (a), but are
      eligible for re-election or re- appointment.                                                                                       

**14.2**                            
**Consent to be a Director.** No election, appointment or
designation of an individual as a director is valid unless:

| | (a) | that individual consents to be a director in the manner
      provided for in the Business Corporations 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 Business Corporations
  Act.                                                            



---



- 19 -

14.3****                            
  **** Failure to Elect or Appoint Directors.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 Article
        10.2, on or before the date by which the annual general meeting is required
        to be held under the Business Corporations Act; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | the shareholders fail, at the annual general meeting
        or in the unanimous resolution contemplated by Article 10.2, to elect
        or appoint any directors;                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                 
| |     | then each director then in office continues to hold
        office until the earlier of:                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | the date on which his or her successor is elected or
        appointed; and                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | the date on which he or she otherwise ceases to hold
        office under the Business Corporations Actor these Articles.                                                                                                                                                                                                                                       

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

**14.5**                            
**Directors May Fill Casual Vacancies.** Any casual vacancy
occurring in the board of directors may be filled by the directors.

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

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

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

---

- 20 -

| | (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
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                      
| | (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
      Article 14.8.                       

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

14.9****Ceasing to be a Director.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 Articles
        14.10 or 14.11.                                       

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

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

ARTICLE 15POWERS AND DUTIES OF DIRECTORS

**15.1**                            
**Powers of Management.** The directors must, subject to the
Business Corporations Act and these Articles, manage or supervise the
management of the business and affairs of the Company and have the authority to
exercise all such powers of the Company as are not, by the Business
Corporations Actor by these Articles, required to be exercised by the
shareholders of the Company.

---

- 21 -

**15.2**                            
**Appointment of Attorney of Company.**The directors may from time
to time, by power of attorney or other instrument, under seal if so required by
law, appoint any person to be the attorney of the Company for such purposes, and
with such powers, authorities and discretions (not exceeding those vested in or
exercisable by the directors under these Articles and excepting the power to
fill vacancies in the board of directors, to remove a director, to change the
membership of, or fill vacancies in, any committee of the directors, to appoint
or remove officers appointed by the directors and to declare dividends) and for
such period, and with such remuneration and subject to such conditions as the
directors may think fit. Any such power of attorney may contain such provisions
for the protection or convenience of persons dealing with such attorney as the
directors think fit. Any such attorney may be authorized by the directors to
sub-delegate all or any of the powers, authorities and discretions for the time
being vested in him or her.

ARTICLE 16DISCLOSURE OF INTEREST OF
DIRECTORS

**16.1**                            
**Obligation to Account for Profits.** A director or senior officer
who holds a disclosable interest (as that term is used in the Business
Corporations Act) in a contract or transaction into which the Company has
entered or proposes to enter is liable to account to the Company for any profit
that accrues to the director or senior officer under or as a result of the
contract or transaction only if and to the extent provided in the Business
Corporations Act.

**16.2**                            
**Restrictions on Voting by Reason of Interest.** A director who
holds a disclosable interest in a contract or transaction into which the Company
has entered or proposes to enter is not entitled to vote on any directors
resolution to approve that contract or transaction, unless all the directors
have a disclosable interest in that contract or transaction, in which case any
or all of those directors may vote on such resolution.

**16.3**                            
**Interested Director Counted in Quorum.**A director who holds a
disclosable interest in a contract or transaction into which the Company has
entered or proposes to enter and who is present at the meeting of directors at
which the contract or transaction is considered for approval may be counted in
the quorum at the meeting whether or not the director votes on any or all of the
resolutions considered at the meeting.

**16.4**                            
**Disclosure of Conflict of Interest or Property.**A director or
senior officer who holds any office or possesses any property, right or interest
that could result, directly or indirectly, in the creation of a duty or interest
that materially conflicts with that individuals duty or interest as a director
or senior officer, must disclose the nature and extent of the conflict as
required by the Business Corporations Act.

**16.5**                            
**Director Holding Other Office in the Company.** A director may
hold any office or place of profit with the Company, other than the office of
auditor of the Company, in addition to his or her office of director for the
period and on the terms (as to remuneration or otherwise) that the directors may
determine.

---

- 22 -

**16.6**                            
**No Disqualification.**No director or intended director is
disqualified by his or her office from contracting with the Company either with
regard to the holding of any office or place of profit the director holds with
the Company or as vendor, purchaser or otherwise, and no contract or transaction
entered into by or on behalf of the Company in which a director is in any way
interested is liable to be voided for that reason.

**16.7**                            
**Professional Services by Director or Officer.** Subject to the
Business Corporations Act, a director or officer, or any person in which
a director or officer has an interest, may act in a professional capacity for
the Company, except as auditor of the Company, and the director or officer or
such person is entitled to remuneration for professional services as if that
director or officer were not a director or officer.

**16.8**                            
**Director or Officer in Other Corporations.** A director or
officer may be or become a director, officer or employee of, or otherwise
interested in, any person in which the Company may be interested as a
shareholder or otherwise, and, subject to the Business Corporations Act,
the director or officer is not accountable to the Company for any remuneration
or other benefits received by him or her as director, officer or employee of, or
from his or her interest in, such other person.

ARTICLE 17PROCEEDINGS OF DIRECTORS

**17.1**                            
**Meetings of Directors.** The directors may meet together for the
conduct of business, adjourn and otherwise regulate their meetings as they think
fit, and meetings of the directors held at regular intervals may be held at the
place, at the time and on the notice, if any, as the directors may from time to
time determine.

**17.2**                            
**Voting at Meetings.** Questions arising at any meeting of
directors are to be decided by a majority of votes and, in the case of an
equality of votes, the chair of the meeting will not have a second or casting
vote.

**17.3**                            
**Chair of Meetings.**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)                                                                                                      
| |     |                                                                                                          
| |     | (ii)                                                                                                     



---

- 23 -

| | (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.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

**17.4**                            
**Meetings by Telephone or Other Communications Medium.**A
director may participate in a meeting of the directors or of any committee of
the directors in person or by telephone 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 may participate in a meeting of
the directors or of any committee of the directors by a communications medium
other than telephone if all directors participating in the meeting, whether in
person or by telephone or other communications medium, are able to communicate
with each other and if all directors who wish to participate in the meeting
agree to such participation. A director who participates in a meeting in a
manner contemplated by this Article 17.4 is deemed for all purposes of the
Business Corporations Act and these Articles to be present at the meeting
and to have agreed to participate in that manner.

**17.5**                            
**Calling of Meetings.**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.

**17.6**                            
**Notice of Meetings.** Other than for meetings held at regular
intervals as determined by the directors pursuant to Article 17.1, reasonable
notice of each meeting of the directors, specifying the place, day and time of
that meeting must be given to each of the directors by any method set out in
Article 23.1 or orally or by telephone.

**17.7**                            
**When Notice Not Required.**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.                                                                                                                                                                 

**17.8**                            
**Meeting Valid Despite Failure to Give Notice.**The accidental
omission to give notice of any meeting of directors to, or the non-receipt of
any notice by, any director does not invalidate any proceedings at that
meeting.

**17.9**                            
**Waiver of Notice of Meetings.** 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 such 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.

---

- 24 -

**17.10**                            
**Quorum.** The quorum necessary for the transaction of the
business of the directors may be set by the directors and, if not so set, is
deemed to be set at two directors or, if the number of directors is set at one,
is deemed to be set at one director, and that director may constitute a
meeting.

**17.11**                            
**Validity of Acts Where Appointment Defective.** Subject to the
Business Corporations Act, an act of a director or officer is not invalid
merely because of an irregularity in the election or appointment or a defect in
the qualification of that director or officer.

**17.12**                            
**Consent Resolutions in Writing.** 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
      is entitled to vote on the resolution consents to it in
  writing.

A consent in writing under this Article may be by signed
document, fax, e-mail or any other method of transmitting legibly recorded
messages. A consent in writing may be in two or more counterparts which together
are deemed to constitute one consent in writing. A resolution of the directors
or of any committee of the directors passed in accordance with this Article
17.12 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 satisfied all the requirements of the Business
Corporations Act and all the requirements of these Articles relating to
meetings of the directors or of a committee of the directors.

ARTICLE 18EXECUTIVE AND OTHER COMMITTEES

**18.1**                            
**Appointment and Powers of Executive Committee.** The directors
may, by resolution, appoint an executive committee consisting of the director or
directors that they consider appropriate, and this committee has, during the
intervals between meetings of the board of directors, all of the directors
powers, except:

| | (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.



---

- 25 -

**18.2**                            
**Appointment and Powers of Other Committees.** 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 paragraph (a) any
      of the directors powers, except:                                                        
| |     |                                                                                                                                                          
| |     | (i)                                                                                                                                                      
| |     |                                                                                                                                                          
| |     | (ii)                                                                                                                                                     
| |     |                                                                                                                                                          
| |     | (iii)                                                                                                                                                    
| |     |                                                                                                                                                          
| |     | (iv)                                                                                                                                                     
| |     |                                                                                                                                                          
| | (c) | make any delegation referred to in paragraph (b) subject
      to the conditions set out in the resolution or any subsequent directors
      resolution.

**18.3**                            
**Obligations of Committees.** Any committee appointed under
Articles 18.1 or 18.2, in the exercise of the powers delegated to it, must:

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

**18.4**                            
**Powers of Board.**The directors may, at any time, with respect
to a committee appointed under Articles 18.1 or 18.2:

| | (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.                                                                                                                                                        

**18.5**                            
**Committee Meetings.** Subject to Article 18.3(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 Articles 18.1
or 18.2:

| | (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



---

- 26 -

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.

ARTICLE 19OFFICERS

**19.1**                            
  **Directors May Appoint Officers.**The directors may, from time
  to time, appoint such officers, if any, as the directors determine and the directors
  may, at any time, terminate any such appointment.

19.2 ****                            
  ****Functions, Duties and Powers of Officers.The directors
  may, for each officer:

| | (a) | determine the functions and duties of the officer;                                                                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                            
| | (b) | entrust to and confer on the officer any of the powers
        exercisable by the directors on such terms and conditions and with such
        restrictions as the directors think fit; and
| |     |                                                                                                                                                                                            
| | (c) | revoke, withdraw, alter or vary all or any of the functions,
        duties and powers of the officer.                                                                                     
| |     |                                                                                                                                                                                            
| |    

**19.3**                             
Qualifications.No officer may be appointed unless that officer is
qualified in accordance with the Business Corporations Act. One person
may hold more than one position as an officer of the Company. Any person
appointed as the chair of the board or as the managing director must be a
director. Any other officer need not be a director.

**19.4**                            
**Remuneration and Terms of Appointment.**All appointments of
officers are to be made on the terms and conditions and at the remuneration
(whether by way of salary, fee, commission, participation in profits or
otherwise) that the directors thinks fit and are subject to termination at the
pleasure of the directors, and an officer may in addition to such remuneration
be entitled to receive, after he or she ceases to hold such office or leaves the
employment of the Company, a pension or gratuity.

ARTICLE 20INDEMNIFICATION

20.1                            
  ****Definitions.In this Article 20:

| | (a) | eligible party means an individual
        who:  
| | --- | ---------------------------------------------------
| |     |                                                    
| |     | (i) is or was a director or officer of the Company;



---

- 27 -

| | (ii)  | is or was a director or officer of another
    corporation                                                                                                                                             
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                        
| |       | (A)                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                        
| |       | (B)                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                        
| | (iii) | at the request of the Company, is or was, or holds or
      held a position equivalent to that of, a director or officer of a
      partnership, trust, joint venture or other unincorporated
  entity;

| | (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 legal proceeding or investigative action, whether current, threatened,
        pending or completed, in which a director or former director of the Company
        or any of the heirs and legal personal representatives of the eligible
        party, by reason of the eligible party being or having been a director
        of the Company:
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| |     | and shall include any other proceeding or
        action contemplated by the Business Corporations Act;                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | expenses has the meaning
        set out in the Business Corporations Actand includes costs, charges
        and expenses, including legal and other fees, but does not include judgments,
        fines, penalties or amounts paid in settlement of a proceeding.                                                                                                                  

**20.2**                            
**Mandatory Indemnification of Directors and Former Directors.**
Subject to the Business Corporations Act, the Company must indemnify a
director or former director of the Company and his or her heirs and legal
personal representatives against all eligible penalties to which such person is
or may be liable, and the Company must, after the final disposition of an
eligible proceeding, pay the expenses actually and reasonably incurred by such
person in respect of that proceeding. Each director is deemed to have contracted
with the Company on the terms of the indemnity contained in this Article
20.2.

**20.3**                            
**Indemnification of Other Persons.**Subject to any restrictions
in the Business Corporations Act, the Company 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.

**20.4**                            
**Non-Compliance with Business Corporations Act.** Subject
to the Business Corporations Act, the failure of a director or officer of
the Company to comply with the Business

---

- 28 -

Corporations Actor these Articles does not, of itself,
invalidate any indemnity to which he or she is entitled under this Article
20.

**20.5**                            
**Company May Purchase Insurance.**The Company may purchase and
maintain insurance for the benefit of any eligible party (or his or her heirs or
legal personal representatives) against any liability incurred by him or her as
such director, officer or person who holds or held such equivalent position.

ARTICLE 21DIVIDENDS

**21.1**                            
**Payment of Dividends Subject to Special Rights.**The provisions
of this Article 21 are subject to the rights, if any, of shareholders
holding shares with special rights as to dividends.

**21.2**                            
**Declaration of Dividends.** Subject to the Business
Corporations Actand the rights of the holders of issued shares of the
Company, the directors may from time to time declare and authorize payment of
such dividends as they may deem advisable.

**21.3**                            
**No Notice Required.**The directors need not give notice to any
shareholder of any declaration under Article 21.2.

**21.4**                            
**Record Date.**The directors may set a date as the record date
for the purpose of determining shareholders entitled to receive payment of a
dividend. The record date must not precede the date on which the dividend is to
be paid by more than two months. If no record date is set, the record date is 5
p.m. on the date on which the directors pass the resolution declaring the
dividend.

**21.5**                            
**Manner of Paying Dividend.** A resolution declaring a dividend
may direct payment of the dividend wholly or partly by the distribution of
specific assets or of fully paid shares or of bonds, debentures or other
securities of the Company, or in any one or more of those ways.

**21.6**                            
**Settlement of Difficulties.** If any difficulty arises in regard
to a distribution under Article 21.5, 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 cash payments in substitution for all or
      any part of the specific assets to which any shareholders are entitled may
      be made to any shareholders on the basis of the value so fixed in order to
      adjust the rights of all parties; and
| |     |                                                                                                                                                                                                                                                                      
| | (c) | vest any such specific assets in trustees for the persons
      entitled to the dividend.                                                                                                                                                                            

**21.7**                            
**When Dividend Payable.**Any dividend may be made payable on such
date as is fixed by the directors.

---

- 29 -

**21.8**                            
**Dividends to be Paid in Accordance with Number of Shares.**All
dividends on shares of any class or series of shares must be declared and paid
according to the number of such shares held.

**21.9**                            
**Receipt by Joint Shareholders.**If several persons are joint
shareholders of any share, any one of them may give an effective receipt for any
dividend, bonus or other money payable in respect of the share.

**21.10**                           **Dividend
Bears No Interest. No dividend bears interest against the Company.**

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

**21.12**                           **Payment
of Dividends.**Any dividend or other distribution payable in cash in
respect of shares may be paid by cheque, made payable to the order of the person
to whom it is sent, and mailed to the address of the shareholder, or in the case
of joint shareholders, to the 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.

**21.13**                           **Capitalization
of Surplus.** Notwithstanding anything contained in these Articles, the
directors may from time to time capitalize any 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 surplus or any part of
the surplus.

ARTICLE 22DOCUMENTS, RECORDS AND REPORTS

**22.1**                            
**Recording of Financial Affairs.**The directors must cause
adequate accounting records to be kept to record properly the financial affairs
and condition of the Company and to comply with the Business Corporations
Act.

**22.2**                            
**Inspection of Accounting Records.**Unless the directors
determine otherwise, or unless otherwise determined by ordinary resolution, no
shareholder of the Company is entitled to inspect or obtain a copy of any
accounting records of the Company.

ARTICLE 23NOTICES

**23.1**                            
**Method of Giving Notice.** Unless the Business Corporations
Actor these Articles provides otherwise, a notice, statement, report or
other record required or permitted by the Business Corporations Act or
these Articles to be sent by or to a person may be sent by any one of the
following methods:

---

- 30 -

| | (a) | mail addressed to the person at the applicable address
      for that person as follows:                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                         
| |     | (i)                                                                                                                                                     
| |     |                                                                                                                                                         
| |     | (ii)                                                                                                                                                    
| |     |                                                                                                                                                         
| |     | (iii)                                                                                                                                                   
| |     |                                                                                                                                                         
| | (b) | delivery at the applicable address for that person as
      follows, addressed to the person:                                                           
| |     |                                                                                                                                                         
| |     | (i)                                                                                                                                                     
| |     |                                                                                                                                                         
| |     | (ii)                                                                                                                                                    
| |     |                                                                                                                                                         
| |     | (iii)                                                                                                                                                   
| |     |                                                                                                                                                         
| | (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.                                                                                                          

**23.2**                            
**Deemed Receipt of Mailing.**A record that is mailed to a person
by ordinary mail to the applicable address for that person referred to in
Article 23.1 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.

**23.3**                            
**Certificate of Sending.** A certificate signed by the secretary,
if any, or other officer of the Company or of any other corporation acting in
that behalf for the Company stating that a notice, statement, report or other
record was addressed as required by Article 23.1, prepaid and mailed or
otherwise sent as permitted by Article 23.1 is conclusive evidence of that
fact.

**23.4**                            
**Notice to Joint Shareholders.**A notice, statement, report or
other record may be provided by the Company to the joint shareholders of a share
by providing the notice to the joint shareholder first named in the central
securities register in respect of the share.

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- 31 -

**23.5**                            
**Notice to Trustees.**A notice, statement, report or other record
may be provided by the Company to the persons entitled to a share in consequence
of the death, bankruptcy or incapacity of a shareholder by:

| | (a) | mailing the record, addressed to them:                                                                                                                                                                                            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                   
| | (b) | if an address referred to in paragraph (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.

ARTICLE 24SEAL AND EXECUTION OF DOCUMENTS

**24.1**                            
**Who May Attest Seal.** Except as provided in Articles 24.2 and
24.3, 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.

**24.2**                            
**Sealing Copies.** For the purpose of certifying under seal a
certificate of incumbency of the directors or officers of the Company or a true
copy of any resolution or other document, despite Article 24.1, the impression
of the seal may be attested by the signature of any director or officer.

**24.3**                            
**Mechanical Reproduction of Seal.**The directors may authorize
the seal to be impressed by third parties on share certificates or bonds,
debentures or other securities of the Company as they may determine appropriate
from time to time. To enable the seal to be impressed on any share certificates
or bonds, debentures or other securities of the Company, whether in definitive
or interim form, on which facsimiles of any of the signatures of the directors
or officers of the Company are, in accordance with the Business Corporations
Actor 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 the chair of the
board or any senior officer together with the secretary, treasurer,
secretary-treasurer,

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- 32 -

an assistant secretary, an assistant treasurer or an assistant
secretary-treasurer 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.

**24.4**                            
  **Execution of Documents Generally.**The directors may from time
  to time by resolution appoint any one or more persons, officers or directors
  for the purpose of executing any instrument, document or agreement in the name
  of and on behalf of the Company for which the seal need not be affixed, and
  if no such person, officer or director is appointed, then any one officer or
  director of the Company may execute such instrument, document or agreement.

| | SIGNATURE OF INCORPORATOR
| | -------------------------
| |                          
| |                          
| |                          
| | TAG OIL LTD.             
| |                          

DATED_____________, 2006.

---