Incorporation number:

C1504591

		TABLE OF CONTENTS
1.	INTERPRETATION		1
	1.1	Definitions	1
	1.2	Business Corporations Act and Interpretation Act Definitions Applicable	2
2.	SHARES AND SHARE CERTIFICATES		2
	2.1	Authorized Share Structure	2
	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	3
	2.7	Recovery of New Share Certificate	3
	2.8	Splitting Share Certificates	3
	2.9	Certificate Fee	3
	2.10	Recognition of Trusts	4
3.	ISSUE OF SHARES		4
	3.1	Board Authorized	4
	3.2	Commissions and Discounts	4
	3.3	Brokerage	4
	3.4	Conditions of Issue	4
	3.5	Share Purchase Warrants and Rights	5
4.	SHARE REGISTERS		5
	4.1	Central Securities Register	5
	4.2	Closing Register	5
5.	SHARE TRANSFERS		5
	5.1	Registering Transfers	5
	5.2	Waivers of the Requirement of Transfer	6
	5.3	Form of Instrument of Transfer	6
	5.4	Transferor Remains Shareholder	6
	5.5	Signing of Instrument of Transfer	6
	5.6	Enquiry as to Title Not Required	6
	5.7	Transfer Fee	7
6.	TRANSMISSION OF SHARES		7
	6.1	Legal Personal Representative Recognized on Death	7
	6.2	Rights of Legal Personal Representative	7
7.	PURCHASE OF SHARES		7
	7.1	Company Authorized to Purchase or Otherwise Acquire Shares	7

	7.2	Purchase, Redemption or Other Acquisition When Insolvent	7
	7.3	Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares	8
8.	BORROWING POWERS		8
9.	ALTERATIONS		8
	9.1	Alteration of Authorized Share Structure	8
	9.2	Special Rights and Restrictions	9
	9.3	No Interference with Class or Series Rights without Consent	9
	9.4	Change of Name	9
	9.5	Other Alterations to Articles	9
10.	MEETINGS OF SHAREHOLDERS		10
	10.1	Annual General Meetings	10
	10.2	Resolution Instead of Annual General Meeting	10
	10.3	Calling and Location of Meetings of Shareholders	10
	10.4	Electronic Meetings	10
	10.5	Notice for Meetings of Shareholders	10
	10.6	Record Date for Notice	11
	10.7	Record Date for Voting	11
	10.8	Failure to Give Notice and Waiver of Notice	11
	10.9	Notice of Special Business at Meetings of Shareholders	11
	10.10	Notice of Dissent Rights	12
	10.11	Class Meetings and Series Meetings of Shareholders	12
	10.12	Advance Notice Provisions	12
11.	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS		16
	11.1	Special Business	16
	11.2	Special Majority	16
	11.3	Quorum	16
	11.4	One Shareholder May Constitute Quorum	17
	11.5	Persons Entitled to Attend Meeting	17
	11.6	Requirement of Quorum	17
	11.7	Lack of Quorum	17
	11.8	Lack of Quorum at Succeeding Meeting	17
	11.9	Chair	17
	11.10	Selection of Alternate Chair	18
	11.11	Adjournments	18
	11.12	Notice of Adjourned Meeting	18
	11.13	Decisions by Show of Hands or Poll	18
	11.14	Electronic Voting	18
	11.15	Declaration of Result	18
	11.16	Motion Need Not be Seconded	19
	11.17	Casting Vote	19
	11.18	Manner of Taking Poll	19
	11.19	Demand for Poll on Adjournment	19
	11.20	Chair Must Resolve Dispute	19
	11.21	Casting of Votes	19
	11.22	No Demand for Poll on Election of Chair	20
	11.23	Demand for Poll Not to Prevent Continuance of Meeting	20

	11.24	Retention of Ballots and Proxies	20
12.	VOTES OF SHAREHOLDERS		20
	12.1	Number of Votes by Shareholder or by Shares	20
	12.2	Votes of Persons in Representative Capacity	20
	12.3	Votes by Joint Holders	20
	12.4	Legal Personal Representatives as Joint Shareholders	21
	12.5	Representative of a Corporate Shareholder	21
	12.6	Proxy Provisions Do Not Apply to All Companies	21
	12.7	Appointment of Proxy Holders	22
	12.8	Alternate Proxy Holders	22
	12.9	When Proxy Holder Need Not Be Shareholder	22
	12.10	Deposit of Proxy	22
	12.11	Validity of Proxy Vote	23
	12.12	Form of Proxy	23
	12.13	Revocation of Proxy	23
	12.14	Revocation of Proxy Must Be Signed	24
	12.15	Chair May Determine Validity of Proxy	24
	12.16	Production of Evidence of Authority to Vote	24
13.	DIRECTORS		24
	13.1	First Directors; Number of Directors	24
	13.2	Change in Number of Directors	25
	13.3	Board’s Acts Valid Despite Vacancy	25
	13.4	Qualifications of Directors	25
	13.5	Remuneration of Directors	25
	13.6	Reimbursement of Expenses of Directors	25
	13.7	Special Remuneration for Directors	25
	13.8	Gratuity, Pension or Allowance on Retirement of Director	25
14.	ELECTION AND REMOVAL OF DIRECTORS		26
	14.1	Election at Annual General Meeting	26
	14.2	Consent to be a Director	26
	14.3	Failure to Elect or Appoint Directors	26
	14.4	Places of Retiring Directors Not Filled	27
	14.5	Directors May Fill Casual Vacancies	27
	14.6	Remaining Directors’ Power to Act	27
	14.7	Shareholders May Fill Vacancies	27
	14.8	Additional Directors	27
	14.9	Ceasing to be a Director	27
	14.10	Removal of Director by Shareholders	28
	14.11	Removal of Director by Directors	28
15.	POWERS AND DUTIES OF DIRECTORS		28
	15.1	Powers of Management	28
	15.2	Appointment of Attorney of Company	28
16.	INTERESTS OF DIRECTORS AND OFFICERS		29
	16.1	Obligation to Account for Profits	29
	16.2	Restrictions on Voting by Reason of Interest	29
	16.3	Interested Director Counted in Quorum	29

	16.4	Disclosure of Conflict of Interest or Property	29
	16.5	Director Holding Other Office in the Company	29
	16.6	No Disqualification	29
	16.7	Professional Services by Director or Officer	29
	16.8	Director or Officer in Other Corporations	30
17.	PROCEEDINGS OF THE BOARD		30
	17.1	Meetings of the Board	30
	17.2	Voting at Meetings	30
	17.3	Chair of Meetings	30
	17.4	Meetings by Telephone or Other Communications Medium	30
	17.5	Calling of Meetings	31
	17.6	Notice of Meetings	31
	17.7	When Notice Not Required	31
	17.8	Meeting Valid Despite Failure to Give Notice	31
	17.9	Waiver of Notice of Meetings	31
	17.10	Quorum	32
	17.11	Validity of Acts Where Appointment Defective	32
	17.12	Consent Resolutions in Writing	32
18.	EXECUTIVE AND OTHER COMMITTEES		32
	18.1	Appointment and Powers of Executive Committee	32
	18.2	Appointment and Powers of Other Committees	33
	18.3	Obligations of Committees	33
	18.4	Powers of Board	33
	18.5	Committee Meetings	33
19.	OFFICERS		34
	19.1	Board May Appoint Officers	34
	19.2	Functions, Duties and Powers of Officers	34
	19.3	Qualifications	34
	19.4	Remuneration and Terms of Appointment	34
20.	INDEMNIFICATION		35
	20.1	Definitions	35
	20.2	Mandatory Indemnification of Eligible Parties	35
	20.3	Indemnification of Other Persons	35
	20.4	Non-Compliance with Business Corporations Act	35
	20.5	Company May Purchase Insurance	35
21.	DIVIDENDS		36
	21.1	Payment of Dividends Subject to Special Rights	36
	21.2	Declaration of Dividends	36
	21.3	No Notice Required	36
	21.4	Record Date	36
	21.5	Manner of Paying Dividend	36
	21.6	Settlement of Difficulties	36
	21.7	When Dividend Payable	37
	21.8	Dividends to be Paid in Accordance with Number of Shares	37
	21.9	Receipt by Joint Shareholders	37
	21.10	Dividend Bears No Interest	37

	21.11	Fractional Dividends	37
	21.12	Payment of Dividends	37
	21.13	Capitalization of Retained Earnings or Surplus	38
	21.14	Unclaimed Dividends	38
22.	ACCOUNTING RECORDS		38
	22.1	Recording of Financial Affairs	38
	22.2	Inspection of Accounting Records	38
23.	NOTICES		38
	23.1	Method of Giving Notice	38
	23.2	Deemed Receipt	39
	23.3	Certificate of Sending	39
	23.4	Notice to Joint Shareholders	39
	23.5	Notice to Legal Personal Representatives and Trustees	39
	23.6	Undelivered Notices	40
24.	SEAL AND EXECUTION OF INSTRUMENTS		40
	24.1	Who May Attest Seal	40
	24.2	Sealing Copies	40
	24.3	Mechanical Reproduction of Seal	40
	24.4	Execution of Instruments	41
25.	FORUM FOR ADJUDICATION OF CERTAIN DISPUTES		41
26.	PROHIBITIONS		41
	26.1	Definitions	41
	26.2	Application	42
	26.3	Consent Required for Transfer of Shares or Transfer Restricted Securities	42
27.	SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES		42
	27.1	Dividends; Rights on Liquidation, Dissolution or Winding-Up	42
	27.2	Meetings and Voting Rights	42
28.	SPECIAL RIGHTS OR RESTRICTIONS ATTACHING TO THE PREFERRED SHARES		43
	28.1	Issuable in Series	43
	28.2	Class Rights or Restrictions	44

Incorporation number:

C1504591

1.1	Definitions

(1)

“applicable securities laws” means the applicable securities legislation of the United States and each relevant province and territory of Canada, as amended from time to time, the written rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of the United States and each province and territory of Canada;

(2)	“appropriate person” has the meaning assigned in the Securities Transfer Act;

(3)	“board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;

(4)	“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;

(5)	“Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(6)	“legal personal representative” means the personal or other legal representative of a shareholder;

(7)	“protected purchaser” has the meaning assigned in the Securities Transfer Act;

(8)	“registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;

(9)	“seal” means the seal of the Company, if any;

(10)	“Securities Act” means the Securities 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;

(11)	“Securities Transfer Act” means the Securities Transfer 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.

1.2	Business Corporations Act and Interpretation Act Definitions Applicable

2.1	Authorized Share Structure

2.2	Form of Share Certificate

2.3	Shareholder Entitled to Certificate or Acknowledgement

2.4	Delivery by Mail

2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement

(1)	order the share certificate or acknowledgement, as the case may be, to be cancelled; and

(2)	issue a replacement share certificate or acknowledgement, as the case may be.

2.6	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement

(1)	a request for a replacement share certificate or acknowledgement, as the case may be, before the Company has notice that the share certificate has been acquired by a protected purchaser;

(2)	any indemnity the Company considers adequate, to protect the Company from any loss that the Company may suffer by issuing a new certificate; and

(3)	any other reasonable requirements imposed by the Company.

2.7	Recovery of New Share Certificate

2.8	Splitting Share Certificates

2.9	Certificate Fee

2.10	Recognition of Trusts

3.1	Board Authorized

3.2	Commissions and Discounts

3.3

Brokerage

3.4	Conditions of Issue

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

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

3.5	Share Purchase Warrants and Rights

4.1	Central Securities Register

4.2	Closing Register

5.1	Registering Transfers

(1)	The Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(2)	All the preconditions for a transfer of a share under the Securities Transfer Act have been met and the Company is required under the Securities Transfer Act to register the transfer.

5.2	Waivers of the Requirement of Transfer

5.3	Form of Instrument of Transfer

5.4	Transferor Remains Shareholder

5.5	Signing of Instrument of Transfer

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

(2)	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.

5.6	Enquiry as to Title Not Required

5.7	Transfer Fee

6.1	Legal Personal Representative Recognized on Death

6.2	Rights of Legal Personal Representative

7.1	Company Authorized to Purchase or Otherwise Acquire Shares

7.2	Purchase, Redemption or Other Acquisition When Insolvent

(1)	the Company is insolvent; or

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

7.3	Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares

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

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

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

(1)	borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the board considers appropriate;

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

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

(4)	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.

9.1	Alteration of Authorized Share Structure

(1)	by ordinary resolution:

(i)

decrease the par value of those shares; or

(ii)

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

(2)	by directors’ resolution or ordinary resolution, subdivide or consolidate all or any of its unissued, or fully paid issued, shares and, if applicable, alter its Notice of Articles and, if applicable, its Articles accordingly.

9.2	Special Rights and Restrictions

(1)	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

(2)	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	No Interference with Class or Series Rights without Consent

9.4	Change of Name

9.5	Other Alterations to Articles

10.1	Annual General Meetings

10.2	Resolution Instead of Annual General Meeting

10.3	Calling and Location of Meetings of Shareholders

10.4	Electronic Meetings

10.5	Notice for Meetings of Shareholders

(1)	if and for so long as the Company is a public company, 21 days;

(2)	otherwise, 10 days.

10.6	Record Date for Notice

(1)	if and for so long as the Company is a public company, 21 days;

(2)	otherwise, 10 days.

10.7	Record Date for Voting

10.8	Failure to Give Notice and Waiver of Notice

10.9	Notice of Special Business at Meetings of Shareholders

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

(2)	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:

10.10

Notice of Dissent Rights

(1)	if and for so long as the Company is a public company, 21 days;

(2)	otherwise, 10 days.

10.11

Class Meetings and Series Meetings of Shareholders

10.12

Advance Notice Provisions

(1)	Nomination of Directors

(i)

is, at the close of business on the date of giving notice provided for in this Article 10.12 and on the record date for notice of such meeting, either entered in the central securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Company; and

(ii)

has given timely notice in proper written form as set forth in this Article 10.12.

(2)	Exclusive Means

(3)	Timely Notice

(4)	Proper Form of Notice

(i)

the name, age, business and residential address of the Proposed Nominee;

(ii)

the principal occupation/business or employment of the Proposed Nominee, both presently and for the past five years;

(iii)

the number of securities of each class of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

(iv)

full particulars of any relationships, agreements, arrangements or understandings (including financial, compensation or indemnity related) between the Proposed Nominee and the Nominating Shareholder, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee or the Nominating Shareholder;

(v)

any other information that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Business Corporations Act or applicable securities laws; and

(vi)

a written consent of each Proposed Nominee to being named as nominee and certifying that such Proposed Nominee is not disqualified from acting as director under the provisions of subsection 124(2) of the Business Corporations Act; and

(i)

their name, business and residential address;

(ii)

the number of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Nominating Shareholder or any other person with whom the Nominating Shareholder is acting jointly or in concert with respect to the Company or any of its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

(iii)

their interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which is to alter, directly or indirectly, the person’s economic interest in a security of the Company or the person’s economic exposure to the Company;

(iv)

any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the Nominating Shareholder or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominating Shareholder and any Proposed Nominee;

(v)

full particulars of any proxy, contract, relationship arrangement, agreement or understanding pursuant to which such person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Company or the nomination of directors to the board;

(vi)

a representation as to whether such person intends to deliver a proxy circular and/or form of proxy to any shareholder of the Company in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Company in support of such nomination; and

(vii)

any other information relating to such person that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act or as required by applicable securities laws.

(5)	Currency of Nominee Information

(6)	Delivery of Information

(7)	Defective Nomination Determination

(8)

Waiver

(9)	Definitions

11.1	Special Business

(1)	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;

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

11.2	Special Majority

11.3

Quorum

11.4	One Shareholder May Constitute Quorum

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

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

11.5	Persons Entitled to Attend Meeting

11.6	Requirement of Quorum

11.7	Lack of Quorum

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

(2)	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 or to the time and place determined by the chair of the board.

11.8	Lack of Quorum at Succeeding Meeting

11.9

Chair

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

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

11.10

Selection of Alternate Chair

11.11

Adjournments

11.12

Notice of Adjourned Meeting

11.13

Decisions by Show of Hands or Poll

11.14

Electronic Voting

11.15

Declaration of Result

11.16

Motion Need Not be Seconded

11.17

Casting Vote

11.18

Manner of Taking Poll

(1)	the poll must be taken:

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

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

11.19

Demand for Poll on Adjournment

11.20

Chair Must Resolve Dispute

11.21

Casting of Votes

11.22

No Demand for Poll on Election of Chair

11.23

Demand for Poll Not to Prevent Continuance of Meeting

11.24

Retention of Ballots and Proxies

12.1	Number of Votes by Shareholder or by Shares

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

(2)	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

12.3	Votes by Joint Holders

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

(2)

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

12.4	Legal Personal Representatives as Joint Shareholders

12.5	Representative of a Corporate Shareholder

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

(2)	if a representative is appointed under this Article 12.5:

12.6	Proxy Provisions Do Not Apply to All Companies

12.7	Appointment of Proxy Holders

12.8	Alternate Proxy Holders

12.9	When Proxy Holder Need Not Be Shareholder

(1)	the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(2)	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;

(3)

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; or

(4)	the Company is a public company.

12.10

Deposit of Proxy

(1)

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

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

(3)	be received in any other manner determined by the board or chair of the meeting.

12.11

Validity of Proxy Vote

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

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

12.12

Form of Proxy

	Signed [month, day, year]
	[Signature of shareholder]
	[Name of shareholder-printed]

12.13

Revocation of Proxy

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

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

12.14

Revocation of Proxy Must Be Signed

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

(2)	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

Chair May Determine Validity of Proxy

12.16

Production of Evidence of Authority to Vote

13.1	First Directors; Number of Directors

(1)	subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company’s first directors;

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

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

13.2	Change in Number of Directors

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

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

13.3	Board’s Acts Valid Despite Vacancy

13.4	Qualifications of Directors

13.5	Remuneration of Directors

13.6	Reimbursement of Expenses of Directors

13.7	Special Remuneration for Directors

13.8	Gratuity, Pension or Allowance on Retirement of Director

14.1	Election at Annual General Meeting

(1)	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

(2)	all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2	Consent to be a Director

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

(2)	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

(3)	with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3	Failure to Elect or Appoint Directors

(1)

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

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

(3)	when the director’s successor is elected or appointed; and

(4)	when the director otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4	Places of Retiring Directors Not Filled

14.5	Directors May Fill Casual Vacancies

14.6	Remaining Directors’ Power to Act

14.7	Shareholders May Fill Vacancies

14.8	Additional Directors

(1)	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

(2)	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.

14.9	Ceasing to be a Director

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

(2)	the director dies;

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

(4)	the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10

Removal of Director by Shareholders

14.11

Removal of Director by Directors

15.1	Powers of Management

15.2	Appointment of Attorney of Company

16.1	Obligation to Account for Profits

16.2	Restrictions on Voting by Reason of Interest

16.3	Interested Director Counted in Quorum

16.4	Disclosure of Conflict of Interest or Property

16.5	Director Holding Other Office in the Company

16.6	No Disqualification

16.7	Professional Services by Director or Officer

16.8	Director or Officer in Other Corporations

17.1	Meetings of the Board

17.2	Voting at Meetings

17.3	Chair of Meetings

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

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

(3)	any other director chosen by the board if:

17.4	Meetings by Telephone or Other Communications Medium

(1)	in person;

(2)	by telephone; or

(3)	with the consent of all directors who wish to participate in the meeting, by other communications medium;

17.5	Calling of Meetings

17.6	Notice of Meetings

17.7	When Notice Not Required

(1)	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 board at which that director is appointed; or

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

17.8	Meeting Valid Despite Failure to Give Notice

17.9	Waiver of Notice of Meetings

17.10

Quorum

17.11

Validity of Acts Where Appointment Defective

17.12

Consent Resolutions in Writing

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

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

18.1	Appointment and Powers of Executive Committee

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

(2)	the power to remove a director;

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

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

18.2	Appointment and Powers of Other Committees

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

(2)	delegate to a committee appointed under paragraph (1) any of the board’s powers, except:

(3)	make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

18.3	Obligations of Committees

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

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

18.4	Powers of Board

(1)	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;

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

(3)	fill vacancies in the committee.

18.5	Committee Meetings

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

(2)

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

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

(4)	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.

19.1	Board May Appoint Officers

19.2	Functions, Duties and Powers of Officers

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

(2)	delegate to the officer any of the powers exercisable by the board on such terms and conditions and with such restrictions as the board thinks fit; and

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

19.3	Qualifications

19.4	Remuneration and Terms of Appointment

20.1	Definitions

(1)	“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2)

“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director or former director or an officer or former officer of the Company (each an “eligible party”) 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 or officer of the Company:

(3)	“expenses” has the meaning set out in the Business Corporations Act.

(4)	“officer” means a person appointed by the board as an officer of the Company.

20.2	Mandatory Indemnification of Eligible Parties

20.3	Indemnification of Other Persons

20.4	Non-Compliance with Business Corporations Act

20.5	Company May Purchase Insurance

(1)	is or was a director, officer, employee or agent of the Company;

(2)	is or was a director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3)	at the request of the Company, is or was a director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

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

21.1	Payment of Dividends Subject to Special Rights

21.2	Declaration of Dividends

21.3	No Notice Required

21.4	Record Date

21.5	Manner of Paying Dividend

21.6	Settlement of Difficulties

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

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

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

21.7	When Dividend Payable

21.8	Dividends to be Paid in Accordance with Number of Shares

21.9	Receipt by Joint Shareholders

21.10

Dividend Bears No Interest

21.11

Fractional Dividends

21.12

Payment of Dividends

(1)

by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing; or

(2)	by electronic transfer, if so authorized by the shareholder.

21.13

Capitalization of Retained Earnings or Surplus

21.14

Unclaimed Dividends

22.1	Recording of Financial Affairs

22.2	Inspection of Accounting Records

23.1	Method of Giving Notice

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

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

(3)	unless the intended recipient is the auditor of the Company, sending the record by e-mail to the e-mail address provided by the intended recipient for the sending of that record or records of that class;

(4)	physical delivery to the intended recipient;

(5)	creating and providing a record posted on or made available through a generally accessible electronic source and providing written notice by any of the foregoing methods as to the availability of such record; or

(6)	as otherwise permitted by applicable securities legislation.

23.2	Deemed Receipt

(1)	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;

(2)	e-mailed to a person to the e-mail address provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed; and

(3)	delivered in accordance with Article 23.1(5), is deemed to be received by the person on the day such written notice is sent.

23.3	Certificate of Sending

23.4	Notice to Joint Shareholders

23.5	Notice to Legal Personal Representatives and Trustees

(1)	mailing the record, addressed to them:

(2)	if an address referred to in paragraph 23.5(1)(b) 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.

23.6	Undelivered Notices

24.1	Who May Attest Seal

(1)	any two directors;

(2)	any officer, together with any director;

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

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

24.2	Sealing Copies

24.3	Mechanical Reproduction of Seal

24.4	Execution of Instruments

26.1	Definitions

(i)

a share of the Company;

(ii)

a security of the Company convertible into shares of the Company; or

(iii)

any other security of the Company which must be subject to restrictions on transfer in order for the Company to satisfy the requirement for restrictions on transfer under the “private issuer” exemption of Canadian securities legislation or under any other exemption from prospectus or registration requirements of Canadian securities legislation similar in scope and purpose to the “private issuer” exemption.

26.2	Application

26.3	Consent Required for Transfer of Shares or Transfer Restricted Securities

27.	SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES

27.1	Dividends; Rights on Liquidation, Dissolution or Winding-Up

27.2	Meetings and Voting Rights

28.	SPECIAL RIGHTS OR RESTRICTIONS ATTACHING TO THE PREFERRED SHARES

28.1	Issuable in Series

(1)	The directors may issue the Preferred Shares at any time and from time to time in one or more series.

(2)

Subject to Article 9.3 and the Business Corporations Act, the directors may from time to time, by directors’ resolution, if none of the Preferred Shares of any particular series are issued, alter these Articles and authorize the alteration of the Notice of Articles of the Company, as the case may be, to do one or more of the following:

(a)

determine the maximum number of shares of that series that the Company is authorized to issue, determine that there is no such maximum number, or alter any such determination;

(b)

create an identifying name for the shares of that series, or alter any such identifying name; and

(c)

attach special rights or restrictions to the shares of any of those series of Preferred Shares or alter any special rights or restrictions attached to those shares, including, but without limiting or restricting the generality of the foregoing, special rights or restrictions with respect to:

(A)

the rate, amount, method of calculation and payment of any dividends, whether cumulative, partly cumulative or noncumulative, and whether such rate, amount, method of calculation or payment is subject to change or adjustment in the future;

(B)

any rights upon a dissolution, liquidation or winding-up of the Company or upon any other return of capital or distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs;

(C)

any rights of redemption, retraction or purchase for cancellation and the prices and terms and conditions of any such rights;

(D)

any rights of conversion, exchange or reclassification and the terms and conditions of any such rights;

(E)

any voting rights and restrictions;

(F)

the terms and conditions of any share purchase plan or sinking fund;

(G)

restrictions respecting payment of dividends on, or the return of capital, repurchase or redemption of, any other shares of the Company; and

(H)

any other special rights or restrictions, not inconsistent with these share provisions, attaching to such series of Preferred Shares.

(d)

No special rights or restrictions attached to any series of Preferred Shares will confer upon the shares of that series a priority over the shares of any other series of Preferred Shares in respect of dividends or a return of capital in the event of the dissolution of the Company or on the occurrence of any other event that entitles the shareholders holding the shares of all series of the Preferred Shares to a return of capital.  The Preferred Shares of each series will, with respect to the payment of dividends and the distribution of assets or return of capital in the event of dissolution or on the occurrence of any other event that entitles the shareholders holding the shares of all series of the Preferred Shares to a return of capital, rank on a parity with the shares of every other series.

28.2	Class Rights or Restrictions

(1)	Holders of Preferred Shares will be entitled to preference with respect to payment of dividends over the Common Shares and any other shares ranking junior to the Preferred Shares with respect to payment of dividends.

(2)

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Preferred Shares will be entitled to preference over the Common Shares and any other shares ranking junior to the Preferred Shares with respect to the repayment of capital paid up on and the payment of unpaid dividends accrued on the Preferred Shares.

(3)	The Preferred Shares may also be given such other preferences over the Common Shares and any other shares ranking junior to the Preferred Shares as may be fixed by directors' resolution as to the respective series authorized to be issued.

Full name and signature of a director	Date of signing
/s/ Prashant Kohli	October 1, 2024
Prashant Kohli

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