Exhibit 3.1

 

Number: C1206300

 

 

CERTIFICATE

OF

CONTINUATION

BUSINESS CORPORATIONS ACT

I Hereby Certify that Mezzotin Minerals Inc. , has continued into British Columbia from the Jurisdiction of ONTARIO, under the Business Corporations Act, with the name INDUS HOLDINGS, INC. on April 25, 2019 at 10:21 AM Pacific Time.

 

 

	Issued under my hand at Victoria, British Columbia On April 25, 2019
	/s/ Carol Prest
	Carol Prest Registrar of Companies Province of British Columbia Canada
ELECTRONIC CERTIFICATE

 

 

NOTICE OF ARTICLES
Name of Company: INDUS HOLDINGS, INC
REGISTERED OFFICE INFORMATION   Mailing Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA	Delivery Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA
RECORDS OFFICE INFORMATION   Mailing Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA	Delivery Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA

DIRECTOR INFORMATION   Last Name, First Name, Middle Name: Ainsworth, Mark   Mailing Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA	Delivery Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA
Last Name, First Name, Middle Name: Maxwell, Arthur   Mailing Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA	Delivery Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA
Last Name, First Name, Middle Name: Harkness, Stephanie   Mailing Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA	Delivery Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA
Last Name, First Name, Middle Name: Anton, Bill   Mailing Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA	Delivery Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA
Last Name, First Name, Middle Name: Weakley, Robert   Mailing Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA	Delivery Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA

Last Name, First Name, Middle Name: Tramiel, Sam   Mailing Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA	Delivery Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA
Last Name, First Name, Middle Name: Maloney, Tina   Mailing Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC CANADA	Delivery Address: 2200 HSBC BUILDING, 885 WEST GEORGIA ST. VANCOUVER BC V6C 3E8 CANADA

 

AUTHORIZED SHARE STRUCTURE
1. No Maximum	Subordinate Voting Shares	Without Par Value
		With Special Rights or Restrictions attached
2. No Maximum	Super Voting Shares	Without Par Value
		With Special Rights or Restrictions attached

 

 

 

 

TABLE OF CONTENTS

Page

PART 1 INTERPRETATION		8
1.1	Definitions	8
1.2	Business Corporations Act and Interpretation Act Definitions Applicable	9
PART 2 SHARES AND SHARE CERTIFICATES		9
2.1	Authorized Share Structure	9
2.2	Form of Share Certificate	9
2.3	Shareholder Entitled to Certificate or Acknowledgment	9
2.4	Delivery by Mail	10
2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement	10
2.6	Replacement of Lost, Destroyed or Wrongfully Taken Certificate	10
2.7	Recovery of New Share Certificate	10
2.8	Splitting Share Certificates	11
2.9	Certificate Fee	11
2.10	Recognition of Trusts	11
PART 3 ISSUE OF SHARES		11
3.1	Directors Authorized	11
3.2	Commissions and Discounts	11
3.3	Brokerage	11
3.4	Conditions of Issue	12
3.5	Share Purchase Warrants and Rights	12
PART 4 SHARE REGISTERS		12
4.1	Central Securities Register	12
4.2	Appointment of Agent	12
4.3	Closing Register	12
PART 5 SHARE TRANSFERS		13
5.1	Registering Transfers	13
5.2	Waivers of Requirements for Transfer	13
5.3	Form of Instrument of Transfer	13
5.4	Transferor Remains Shareholder	14
5.5	Signing of Instrument of Transfer	14
5.6	Enquiry as to Title Not Required	14
5.7	Transfer Fee	14

PART 6 TRANSMISSION OF SHARES		14
6.1	Legal Personal Representative Recognized on Death	14
6.2	Rights of Legal Personal Representative	15
PART 7 ACQUISITION OF COMPANY’S SHARES		15
7.1	Company Authorized to Purchase or Otherwise Acquire Shares	15
7.2	No Purchase, Redemption or Other Acquisition When Insolvent	15
7.3	Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares	15
PART 8 BORROWING POWERS		16
8.1	Borrowing Powers	16
8.2	Delegation	16
8.3	Additional Powers	16
PART 9 ALTERATIONS		16
9.1	Alteration of Authorized Share Structure	16
9.2	Special Rights or Restrictions	17
9.3	No Interference with Class or Series Rights without Consent	18
9.4	Change of Name	18
9.5	Other Alterations	18
PART 10 MEETINGS OF SHAREHOLDERS		18
10.1	Annual General Meetings	18
10.2	Calling of Meetings of Shareholders	18
10.3	Notice for Meetings of Shareholders	18
10.4	Failure to Give Notice and Waiver of Notice	19
10.5	Notice of Special Business at Meetings of Shareholders	19
10.6	Class Meetings and Series Meetings of Shareholders	19
10.7	Electronic Meetings	19
10.8	Electronic Voting	19
10.9	Advance Notice Provisions	20
PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS		24
11.1	Special Business	24
11.2	Special Majority	24
11.3	Quorum	24
11.4	Persons Entitled to Attend Meeting	25

11.5	Requirement of Quorum	25
11.6	Lack of Quorum	25
11.7	Lack of Quorum at Succeeding Meeting	25
11.8	Chair	25
11.9	Selection of Alternate Chair	25
11.10	Adjournments	26
11.11	Notice of Adjourned Meeting	26
11.12	Decisions by Show of Hands or Poll	26
11.13	Declaration of Result	26
11.14	Motion Need Not be Seconded	27
11.15	Casting Vote	27
11.16	Manner of Taking Poll	27
11.17	Chair Must Resolve Dispute	27
11.18	Casting of Votes	27
11.19	No Demand for Poll on Election of Chair	27
11.20	Demand for Poll Not to Prevent Continuance of Meeting	28
11.21	Retention of Ballots and Proxies	28
PART 12 VOTES OF SHAREHOLDERS		28
12.1	Number of Votes by Shareholder or by Shares	28
12.2	Votes of Persons in Representative Capacity	28
12.3	Votes by Joint Holders	28
12.4	Legal Personal Representatives as Joint Shareholders	29
12.5	Representative of a Corporate Shareholder	29
12.6	When Proxy Provisions Do Not Apply to the Company	29
12.7	Appointment of Proxy Holders	29
12.8	Alternate Proxy Holders	30
12.9	Deposit of Proxy	30
12.10	Validity of Proxy Vote	30
12.11	Form of Proxy	30
12.12	Revocation of Proxy	31
12.13	Revocation of Proxy Must Be Signed	31
12.14	Chair May Determine Validity of Proxy.	31
12.15	Production of Evidence of Authority to Vote	31
PART 13 DIRECTORS		32
13.1	First Directors; Number of Directors	32
13.2	Change in Number of Directors	32
13.3	Directors’ Acts Valid Despite Vacancy	32
13.4	Qualifications of Directors	32
13.5	Remuneration of Directors	32
13.6	Reimbursement of Expenses of Directors	33
13.7	Special Remuneration for Directors	33
13.8	Gratuity, Pension or Allowance on Retirement of Director	33

PART 14 ELECTION AND REMOVAL OF DIRECTORS		33
14.1	Election at Annual General Meeting	33
14.2	Consent to be a Director	33
14.3	Failure to Elect or Appoint Directors	34
14.4	Places of Retiring Directors Not Filled	34
14.5	Directors May Fill Casual Vacancies	34
14.6	Remaining Directors’ Power to Act	34
14.7	Shareholders May Fill Vacancies	34
14.8	Additional Directors	35
14.9	Ceasing to be a Director	35
14.10	Removal of Director by Shareholders	35
14.11	Removal of Director by Directors	35
PART 15 POWERS AND DUTIES OF DIRECTORS		35
15.1	Powers of Management	35
15.2	Appointment of Attorney of Company	36
PART 16 INTERESTS OF DIRECTORS AND OFFICERS		36
16.1	Obligation to Account for Profits	36
16.2	Restrictions on Voting by Reason of Interest	36
16.3	Interested Director Counted in Quorum	36
16.4	Disclosure of Conflict of Interest or Property	36
16.5	Director Holding Other Office in the Company	37
16.6	No Disqualification	37
16.7	Professional Services by Director or Officer	37
16.8	Director or Officer in Other Corporations	37
PART 17 PROCEEDINGS OF DIRECTORS		37
17.1	Meetings of Directors	37
17.2	Voting at Meetings	37
17.3	Chair of Meetings	38
17.4	Meetings by Telephone or Other Communications Medium	38
17.5	Calling of Meetings	38
17.6	Notice of Meetings	38
17.7	When Notice Not Required	39
17.8	Meeting Valid Despite Failure to Give Notice	39
17.9	Waiver of Notice of Meetings	39
17.10	Quorum	39
17.11	Validity of Acts Where Appointment Defective	39
17.12	Consent Resolutions in Writing	39

PART 18 BOARD COMMITTEES		40
18.1	Appointment and Powers of Committees	40
18.2	Obligations of Committees	40
18.3	Powers of Board	41
18.4	Committee Meetings	41
PART 19 OFFICERS		41
19.1	Directors To Appoint Officers	41
19.2	Functions, Duties and Powers of Officers	41
19.3	Qualifications	42
19.4	Remuneration and Terms of Appointment	42
PART 20 INDEMNIFICATION		42
20.1	Definitions	42
20.2	Mandatory Indemnification of Directors and Officers	43
20.3	Deemed Contract	43
20.4	Permitted Indemnification	43
20.5	Non-Compliance with Business Corporations Act	43
20.6	Company May Purchase Insurance	43
PART 21 DIVIDENDS		44
21.1	Payment of Dividends Subject to Special Rights	44
21.2	Declaration of Dividends	44
21.3	No Notice Required	44
21.4	Record Date	44
21.5	Manner of Paying Dividend	44
21.6	Settlement of Difficulties	44
21.7	When Dividend Payable	44
21.8	Dividends to be Paid in Accordance with Number of Shares	45
21.9	Receipt by Joint Shareholders	45
21.10	Dividend Bears No Interest	45
21.11	Fractional Dividends	45
21.12	Payment of Dividends	45
21.13	Capitalization of Retained Earnings or Surplus	45
21.14	Unclaimed Dividends	45
PART 22 ACCOUNTING RECORDS AND AUDITOR		46
22.1	Recording of Financial Affairs	46
22.2	Inspection of Accounting Records	46
22.3	Remuneration of Auditor	46

PART 23 NOTICES		46
23.1	Method of Giving Notice	46
23.2	Deemed Receipt	47
23.3	Certificate of Sending	47
23.4	Notice to Joint Shareholders	48
23.5	Notice to Legal Personal Representatives and Trustees	48
23.6	Undelivered Notices	48
PART 24 SEAL		48
24.1	Who May Attest Seal	48
24.2	Sealing Copies	49
24.3	Mechanical Reproduction of Seal	49
PART 25 EXECUTION OF INSTRUMENTS		49
25.1	Cheques, Drafts, Notes, Etc.	49
25.2	Execution of Contracts, Etc.	49
PART 26 FORUM SELECTION		50
26.1	Forum for Adjudication of Certain Disputes	50
PART 27 SPECIAL RIGHTS AND RESTRICTIONS OF SHARES		50
27.1	Subordinate Voting Shares	50
27.2	Super Voting Shares	51

 

Incorporation Number C1206300

 

ARTICLES

OF

INDUS HOLDINGS, INC.

(the “Company”)

The Company will have as its Articles upon continuation the following Articles.

 

Full name and signature of Director	Date of Signing
/s/ Lawrence Schreiner	April 25, 2019

PART 1

INTERPRETATION

In these Articles (the “Articles”), unless the context otherwise requires:

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 Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

PART 2

SHARES AND SHARE CERTIFICATES

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.

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

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

Any share certificate or non-transferable written acknowledgment 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 (including the Company’s legal counsel or transfer agent) is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

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

If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a new share certificate, if that person:

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate.

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights under any indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.

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 represented by the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

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

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

PART 3

ISSUE OF SHARES

Subject to the Business Corporations Act and the rights, if any, 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.

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.

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.

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:

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.

PART 4

SHARE REGISTERS

As required by and subject to the Business Corporations Act, the Company must maintain a central securities register, which may be kept in electronic form.

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.

If the Company has appointed a transfer agent, references in Articles 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, and 5.7 to the Company include its transfer agent.

The Company must not at any time close its central securities register.

PART 5

SHARE TRANSFERS

The Company must register a transfer of a share of the Company if either:

The Company may waive any of the requirements set out in Article 5.1(1) and any of the preconditions referred to in Article 5.1(2).

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the Company or the transfer agent for the class or series of shares to be transferred.

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.

If a shareholder or other appropriate person or an agent who has actual authority to act on behalf of that person, 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 but share certificates are deposited with the instrument of transfer, all the shares represented by such share certificates:

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 acknowledgment of a right to obtain a share certificate for such shares.

Subject to the applicable rules of any stock exchange on which the shares of the Company may be listed, there must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

PART 6

TRANSMISSION OF SHARES

In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder’s name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require the original grant of probate or letters of administration or a court certified copy of them or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.

The legal personal representative of a shareholder has the 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 and applicable securities legislation, if appropriate evidence of appointment or incumbency within the meaning of the Securities Transfer Act and the documents required by the Act and the directors have been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder’s name and the name of another person in joint tenancy.

PART 7

ACQUISITION OF COMPANY’S SHARES

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series of shares, the Business Corporations Act and applicable securities legislation, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

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

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

PART 8

BORROWING POWERS

The Company, if authorized by the directors, may:

The directors may from time to time delegate to such one or more of the directors or officers of the Company as may be designated by the board of directors all or any of the powers conferred on the board by Article 8.1 or by the Act to such extent and in such manner as the directors shall determine from time to time.

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

PART 9

ALTERATIONS

Subject to Articles 9.2 and 9.3, the special rights or restrictions attached to the shares of any class or series of shares and the Business Corporations Act, the Company may:

and, if applicable, alter its Notice of Articles and Articles accordingly; or

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

Subject to the special rights or restrictions attached to any class or series of shares and the Business Corporations Act, the Company may by ordinary resolution:

and alter its Articles and Notice of Articles accordingly.

A right or special right attached to issued shares must not be prejudiced or interfered with under the Business Corporations Act, the Notice of Articles or these Articles unless the holders of shares of the class or series of shares to which the right or special right is attached consent by a special separate resolution of the holders of such class or series of shares.

The Company may by directors’ resolution or ordinary resolution authorize an alteration to its Notice of Articles in order to change its name.

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 ordinary resolution alter these Articles.

PART 10

MEETINGS OF SHAREHOLDERS

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company 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, whether in or outside of British Columbia, as may be determined by the directors.

The directors may, at any time, call a meeting of shareholders, to be held at such time and place, whether in or outside of British Columbia, as may be determined by the directors.

The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least 21 days before the meeting.

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

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

Unless otherwise specified in these Articles, the provisions of these Articles relating to a meeting of shareholders will apply, with the necessary changes and so far as they are applicable, to a class meeting or series meeting of shareholders holding a particular class or series of shares.

The directors may determine that a meeting of shareholders shall be held entirely by means of telephone, electronic or other communication facilities that permit all participants to communicate with each other during the meeting. A meeting of shareholders may also be held at which some, but not necessarily all, persons entitled to attend may participate by means of such communication facilities, if the directors determine to make them available. A person participating in a meeting by such means is deemed to be present at the meeting.

Any vote at a meeting of shareholders may be held entirely or partially by means of telephone, electronic or other communication facilities, if the directors determine to make them available, whether or not persons entitled to attend participate in the meeting by means of communication facilities.

Subject only to the Business Corporations Act and these Articles, only persons who are nominated in accordance with the procedures set out in this Article 10.9 shall be eligible for election as directors to the board of directors of the Company. Nominations of persons for election to the board may only be made at an annual meeting of shareholders, or at a special meeting of shareholders called for any purpose at which the election of directors is a matter specified in the notice of meeting, as follows:

For the avoidance of doubt, this Article 10.9 shall be the exclusive means for any person to bring nominations for election to the board before any annual or special meeting of shareholders of the Company.

In order for a nomination made by a Nominating Shareholder to be timely notice (a “Timely Notice”), the Nominating Shareholder’s notice must be received by the corporate secretary of the Company at the principal executive offices or registered office of the Company:

provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described in Article 10.9(3)(a) or 10.9(3)(b), and the Notice Date in respect of the meeting is not less than 50 days before the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the date of the applicable meeting.

To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary must comply with all the provisions of this Article 10.9 and disclose or include, as applicable:

Reference to “Nominating Shareholder” in this Article 10.9(4) shall be deemed to refer to each shareholder that nominated or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

All information to be provided in a Timely Notice pursuant to this Article 10.9 shall be provided as of the date of such notice. The Nominating Shareholder shall provide the Company with an update to such information forthwith so that it is true and correct in all material respects as of the date that is 10 business days before the date of the meeting, or any adjournment or postponement thereof.

Notwithstanding Part 23 of these Articles, any notice, or other document or information required to be given to the corporate secretary pursuant to this Article 10.9 may only be given by personal delivery to the Company’s registered office (or such other email address as stipulated from time to time by the Company for the purposes of such notice) and shall be deemed to have been given and made on the date of delivery if it is a business day and the delivery was made prior to 5:00 p.m. in the city where the Company’s registered office is located and otherwise on the next business day.

The chair of any meeting of shareholders of the Company shall have the power to determine whether any proposed nomination is made in accordance with the provisions of this Article 10.9, and if any proposed nomination is not in compliance with such provisions, must as soon as practicable following receipt of such nomination and prior to the meeting declare that such defective nomination shall not be considered at any meeting of shareholders.

Despite any other provision of this Article 10.9, if the Nominating Shareholder (or a duly appointed proxy holder for the Nominating Shareholder or representative of the Nominating Shareholder appointed under Article 12.5) does not appear at the meeting of shareholders of the Company to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Company.

The board may, in its sole discretion, waive any requirement in this Article 10.9.

For the purposes of this Article 10.9, “public announcement” means disclosure in a news release disseminated by the Company through a national news service in Canada, or in a document filed by the Company for public access under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

PART 11

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

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

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

Subject to the special rights or restrictions attached to the shares of any class or series of shares, a quorum for the transaction of business at a meeting of shareholders is present if at least two shareholders who, in the aggregate, hold or represent in aggregate not less than 20% of the issued shares entitled to be voted at the meeting are present in person or represented by proxy, irrespective of the number of persons actually present at the meeting.

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

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.

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

If, at the meeting to which the meeting referred to in Article 11.6(2) 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 at vote at the meeting constitute a quorum.

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

If, at any meeting of shareholders,

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.

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.

It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 45 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

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 or the functional equivalent of a show of hands by means of electronic, telephonic or other communications facility, unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

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 its functional equivalent) 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 11.12, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

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.

In the 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 or proxyholder.

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

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

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.

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

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

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

The Company or its agent 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 proxyholder entitled to vote at the meeting. At the end of such three month period, the Company or its agent may destroy such ballots and proxies.

PART 12

VOTES OF SHAREHOLDERS

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

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.

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

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 registered in respect of that share.

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:

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

If and for so long as the Company is a public company, Articles 12.7 to 12.13 apply only insofar as they are not inconsistent with any Canadian securities legislation applicable to the Company, or any rules of an exchange on which securities of the Company are listed.

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 may, by proxy, appoint one or more proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

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

A proxy for a meeting of shareholders must, subject to any determination by the chair under Article 12.14:

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages or by using such available internet or telephone voting services as may be approved by the directors.

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 proxy, whether for a specified meeting or otherwise, must be in the form approved by the directors or the chair of the meeting.

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

An instrument referred to in Article 12.12 must be signed as follows:

The chair of any meeting of shareholders may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Part 12 as to form, execution, accompanying documentation, time of filing or deposit or otherwise, shall be valid for use at the meeting, and any such determination made in good faith shall be final, conclusive and binding upon the meeting.

The board or chair of any meeting of shareholders may, but need not, at any time (including prior to, at or subsequent to the meeting), ask questions of, and request the production of evidence from, a shareholder (including a beneficial owner), the transfer agent or such other person as they, he or she considers appropriate for the purposes of determining a person’s share ownership position as at the relevant record date and authority to vote. For greater certainty, the board or the chair of any meeting of shareholders may, but need not, at any time, inquire into the legal or beneficial share ownership of any person as at the relevant record date and the authority of any person to vote at the meeting and may, but need not, at any time, request from that person production of evidence as to such share ownership position and the existence of the authority to vote. Such request by the directors or the chair of any meeting shall be responded to as soon as reasonably possible.

PART 13

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 Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

If the number of directors is set under Article 13.1(2)(a) :

No decrease in the number of directors will shorten the term of an incumbent director.

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.

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

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine.

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

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, or not in his or her capacity as, 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, 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.

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

PART 14

ELECTION AND REMOVAL OF DIRECTORS

At every annual general meeting:

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

If:

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

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

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

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.

Notwithstanding Article 13.2, between annual general meetings 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 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(1), but is eligible for re-election or reappointment, subject to being nominated in accordance with Article 10.9.

A director ceases to be a director when:

The shareholders may remove any director before the expiration of his or her term of office by ordinary 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.

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 in accordance with the Business Corporations Act and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

PART 15

POWERS AND DUTIES OF DIRECTORS

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 Act or by these Articles, required to be exercised by the shareholders of the 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.

PART 16

INTERESTS OF DIRECTORS AND OFFICERS

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.

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.

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.

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.

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

No 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.

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.

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.

PART 17

PROCEEDINGS 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.

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 does not have a second or casting vote.

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

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

if all directors participating in the meeting, whether in person, or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this 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.

Any two directors or the chair may call a meeting of the directors, and any one director or the corporate secretary or an assistant corporate secretary of the Company, if any, shall send notice to the directors upon request of the chair or the two directors calling such meeting.

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 17.1 or as provided in Article 17.7, a minimum of 24 hours’ advance 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 conversation with a director.

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

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.

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

Attendance of a director or alternate director at a meeting of the directors is a waiver of notice of the meeting, unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

The quorum necessary for the transaction of the business of the directors is a majority of the number of directors in office or such greater number as the directors may determine from time to time.

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.

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

A consent in writing under this Article 17.12 may be by any written instrument, e-mail or any other method of transmitting legibly recorded messages in which the consent of the director is evidenced, whether or not the signature of the director is included in the record. 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 the directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

PART 18

BOARD COMMITTEES

The directors may, by resolution:

Any committee appointed under Article 18.1, in the exercise of the powers delegated to it, must:

The directors may, at any time, with respect to a committee appointed under Article 18.1:

Subject to Article 18.2(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Article 18.1:

PART 19

OFFICERS

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

The directors may, for each officer:

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. The individual appointed as the chair of the board must be a director. Any other officer need not be a director.

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 think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

PART 20

INDEMNIFICATION

In this Part 20:

Subject to the Business Corporations Act, the Company must indemnify an eligible party 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 to the fullest extent permitted by the Business Corporations Act.

Each director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in Article 20.2.

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person, including directors, officers, employees, agents and representatives of the Company.

The failure of a director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part 20.

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held such equivalent position.

PART 21

DIVIDENDS

The provisions of this Part 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may consider appropriate.

The directors need not give notice to any shareholder of any declaration under Article 21.2.

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.

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

If any difficulty arises in regard to a distribution under Article 21.5, the directors may settle the difficulty as they deemed advisable, and, in particular, may:

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

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

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.

No dividend bears interest against the Company.

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.

Any dividend or other distribution payable in money in respect of shares may be paid;

The mailing of such cheque or the forwarding by electronic transfer will, to the extent of the sum represented by the cheque or transfer (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.

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

Any dividend unclaimed after a period of three years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Company. The Company shall not be liable to any person in respect of any dividend which is forfeited to the Company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

PART 22

ACCOUNTING RECORDS AND AUDITOR

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.

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.

The directors may set the remuneration of the auditor of the Company.

PART 23

NOTICES

Unless the Business Corporations Act or these Articles provide 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:

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

A certificate signed by the corporate secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 23.1 is conclusive evidence of that fact.

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

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:

If, on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 23.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

PART 24

SEAL

Except as provided in Articles 24.1(2) and 24.1(3), the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

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 or the signature of any other person as may be determined by the directors.

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 Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under Article 24.1 to attest the Company’s seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

PART 25

EXECUTION OF INSTRUMENTS

All cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed by such director or directors, officer or officers or other person or persons, whether or not officers of the Company, and in such manner as the directors, or such officer or officers as may be delegated authority by the directors to determine such matters, may from time to time designate.

PART 26

FORUM SELECTION

Unless the Company consents in writing to the selection of an alternative forum, the Supreme Court of the Province of British Columbia, Canada and the appellate Courts therefrom, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Business Corporations Act or these Articles (as either may be amended from time to time); or (iv) any action or proceeding asserting a claim otherwise related to the relationships among the Company, its affiliates and their respective shareholders, directors and/or officers, but this paragraph (iv) does not include any action or proceeding related to the business carried on by the Company or such affiliates, which action or proceeding may be brought in another jurisdiction, as appropriate.

PART 27

SPECIAL RIGHTS AND RESTRICTIONS OF SHARES

The Subordinate Voting Shares shall have attached thereto the following special rights and restrictions:

The Super Voting Shares shall have attached thereto the following special rights and restrictions:

In the event of a redemption of the Super Voting Shares, the Company shall provide two days prior written notice to the holder or holders of such Super Voting Shares and make a payment to the holder of an amount equal to the original purchase price for each Super Voting Share, payable in cash to the holders of the Super Voting Shares so redeemed. The Company need not redeem Super Voting Shares on a pro-rata basis among the holders of Super Voting Shares. Holders of Super Voting Shares to be redeemed by the Company shall surrender the certificate or certificates representing such Super Voting Shares to the Company at its records office duly assigned or endorsed for transfer to the Company (or accompanied by duly executed share transfers relating thereto). Each surrendered certificate shall be cancelled, and the Company shall thereafter make payment of the applicable redemption amount by certified cheque, bank draft or wire transfer to the registered holder of such certificate; provided that, if less than all the Super Voting Shares represented by a surrendered certificate are redeemed then a new share certificate representing the unredeemed balance of Super Voting Shares represented by such certificate shall be issued in the name of the applicable registered holder of the cancelled share certificate. If on the applicable redemption date the redemption price is paid (or tendered for payment) for any of the Super Voting Shares to be redeemed then on such date all rights of the holder in the Super Voting Shares so redeemed and paid or tendered shall cease and such redeemed Super Voting Shares shall no longer be deemed issued and outstanding, regardless of whether or not the holder of such Super Voting Shares has delivered the certificate(s) representing such securities to the Company, and from and after such date the certificate formerly representing the retracted Super Voting Shares shall evidence only the right of the former holder of such Super Voting Shares to receive the redemption price to which such holder is entitled.