citywest articles 2007 prince rupert

CITY WEST CABLE & TELEPHONE CORP.(the "Company")

The Company has as its articles the following articles.

Full name and signature of a director Date of signing

:)c, C,!.}' ,.": ).>t .2007Print Name:

Incorporationnumber: BC0729920

ARTICLES

1. INTERPRETATION 1

1.1 Definitions 11.2 Business Corporations Act and Interpretation Act Definitions Applicable 11.3 Company Purpose 2

2. SHARES AND SHARE CERTIFICATES 2

2.1 Authorized Share Structure 22.2 Form of ShareCertificate 22.3 Shareholder Entitled to Certificate or Acknowledgment.. 22.4 Delivery by Mail 22.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement 22.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment 32.7 Splitting Share Certificates 32.8 Certificate Fee 32.9 Recognition of Trusts 3

3. ISSUE OF SHARES 3

3.1 Shareholders Authorized 33.2 Commissions and Discounts 43.3 Brokerage 43.4 Conditions of Issue 43.5 Share Purchase Warrants and Rights 4

4. SHARE REGISTERS 4

4.1 Central Securities Register 44.2 Closing Register 5

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5. SHARE TRANSFERS 5

5.1 Registering Transfers 55.2 Form of Instrument of Transfer 55.3 Transferor Remains Shareholder 55.4 Signing of Instrument of Transfer. 55.5 Enquiry as to Title Not Required 65.6 Transfer Fee 6

6. TRANSMISSION OF SHARES 6

6.1 Legal Personal Representative Recognized on Death 66.2 Rights of Legal Personal Representative 6

7. PURCHASE OF SHARES 6

7.1 Company Authorized to PurchaseShares 67.2 PurchaseWhen Insolvent. 67.3 Sale and Voting of Purchased Shares 7

8. BORROWING POWERS 7

9. ALTERATIONS u 8

9.1 Alteration of Authorized Share Structure 89.2 Special Rights and Restrictions 99.3 Change of Name 99.4 Other Alterations 99.5 Consent to Alterations 9

10. MEETINGSOF SHAREHOLDERS ~·;;:o 9

10.1 Annual General Meetings 910.2 Resolution Instead of Annual General Meeting 910.3 Calling of Meetings of Shareholders 1010.4 Notice for Meetings of Shareholders 1010.5 Record Date for Notice 1010.6 Record Date for Voting 1010.7 Failure to Give Notice and Waiver of Notice 1110.8 Notice of Special Business at Meetings of Shareholders 11

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 11

11.1 Special Business 1111.2 No Waiver of Auditor 1211.3 Disclosure of Financial Statements 1211.4 Special Majority 1211.5 Quorum 1211.6 One Shareholder May Constitute Quorum 1211.7 Other Persons May Attend 1211.8 Requirement of Quorum 1311.9 Lack of Quorum 1311.10 Lack of Quorum at Succeeding Meeting 13

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11.11 Chair 1311.12 Selection of Alternate Chair 1311.13 Adjournments 1411.14 Notice of Adjourned Meeting 1411.15 Decisions by Show of Handsor Poll 1411.16 Declaration of Result.. 1411.17 Motion Need Not be Seconded 1411.18 Casting Vote 1411.19 Manner of Taking Poll 1411.20 Demand for Poll on Adjournment 1511.21 ChairMust Resolve Dispute 1511.22 Casting of Votes 1511.23 Demand for Poll 1511.24 Demand for Poll Not to Prevent Continuance of Meeting 1511.25 Retention of Ballotsand Proxies 15

12. VOTES OFSHAREHOLDERS 16

12.1 Number of Votes by Shareholderor by Shares 1612.2 Votes of Persons in Representative Capacity 1612.3 Votes by Joint Holders 1612.4 legal Personal Representatives as Joint Shareholders 1612.5 Representative of a Corporate Shareholder , 1612.6 Proxy Provisions Do Not Apply to All Companies 1712.7 Appointment of Proxy Holders 1712.8 Alternate Proxy Holders .:..,' 1712.9 When Proxy Holder Need Not Be Shareholder 1712.10 Deposit of Proxy 1812.11 Validity of ProxyVote 1812.12 Form of Proxy 1812.13 Revocation of Proxy 1912.14 Revocation of Proxy Must Be Signed 1912.15 Production of Evidence of Authority to Vote 19

13. DIRECTORS 19

13.1 First Directors 1913.2 Composition of the Board 2013.3 Director Position Vacancies 2013.4 Directors' Acts Valid Despite Irregularities 2013.5 Qualifications of Directors 2013.6 Remuneration of Directors 2113.7 Reimbursement of Expenses of Directors 2113.8 Special Remuneration for Directors 2113.9 Gratuity, Pension or Allowance on Retirement of Director 21

14. ELECTION AND REMOVAL OF DIRECTORS 21

14.1 Election at Annual General Meeting 21

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14.2 Consent to be a Director 2214.3 Failure to Elect or Appoint Directors 2214.4 Places of Retiring Directors Not Filled 2314.5 Remaining Directors Power to Act. 2314.6 Shareholders May Fill Vacancies 2314.7 Ceasing to be a Director 2314.8 Removal of Director by Shareholders 2414.9 Removal of Directorby Directors 24

15. ALTERNATE DIRECTORS 24

15.1 Appointment of Alternate Director 2415.2 Notice of Meetings 2415.3 Alternate for More Than One Director Attending Meetings 2515.4 Consent Resolutions 2515.5 Alternate DirectorNot an Agent... 2515.6 Revocation of Appointment of Alternate Director 2515.7 Ceasing to be an Alternate Director 2515.8 Remuneration and Expenses of Alternate Director 26

16. POWERS AND DUTIES OF DIRECTORS 26

16.1 Powers of Management. 2616.2 Appointment of Attorney of Company 26

17. DIRECTORS' CONFLICTS OF INTEREST 26

17.1 Scope of Conflict Provisions 2617.2 Disclosure of interest, 2617.3 Consequences of Disclosable Interest 2717.4 Record of Disclosure 2717.5 Prohibitions 2717.6 Exceptions to Conflict Provisions 2717.7 Duty to Account and Disqualification 2817.8 Interested DirectorCounted in Quorum 2817.9 Director Holding Other Office in the Company 2817.10 No Disqualification 2817.11 Professional Services by Directoror Officer 2817.12 Directoror Officer in Other Companies 29

18. PROCEEDINGS OF DIRECTORS 29

18.1 Meetings of Directors : 2918.2 Voting at Meetings 2918.3 Chairof Meetings 2918.4 Meetings by Telephone or Other Communications Medium 2918.5 Calling of Meetings 3018.6 Noticeof Meetings 3018.7 When Notice Not Required 3018.8 Meeting Valid Despite Failure to Give Notice 30

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18.9 Waiver of Notice of Meetings 3018.10 Quorum 3118.11 Validity of Acts Where Appointment Defective 3118.12 Consent Resolutions in Writing 31

19. EXECUTIVE AND OTHER COMMITIEES 31

19.1 Appointment and Powersof Executive Committee 3119.2 Appointment and Powers of OtherCommittees 3219.3 Obligations of Committees 3219.4 Powers of Board 3219.5 Committee Meetings 33

20. OFFICERS 33

20.1 Appointment of Officers 3320.2 Functions, Duties and Powers of Officers 3320.3 Qualifications 3420.4 Remuneration and Terms of Appointment... 34

21. INDEMNIFiCATION 34

21.1 Definitions 3421.2 Mandatory Indemnification of Directors and FormerDirectors 3421.3 Indemnification of Other Persons 3521.4 Non-Compliance with Business Corporations Act 3521.5 Company May Purchase Insurance 35

22. DIVIDENDS -..0.: 35

22.1 Payment of Dividends Subject to Special Rights 3522.2 Declaration of Dividends 3522.3 Record Date 3622.4 Manner of Paying Dividend 3622.5 Settiement of Difficulties 3622.6 When Dividend Payable 3622.7 Dividends to be Paid in Accordance with Number of Shares 3622.8 Receipt by Joint Shareholders 3622.9 Dividend Bears No Interest 3622.10 Fractional Dividends 3722.11 Payment of Dividends 3722.12 Capitalization of Surplus 37

23. DOCUMENTS, RECORDS AND REPORTS 37

23.1 Recording of Financial Affairs 3723.2 Inspection of Company Records .." 37

24. NOTICES u 38

24.1 Method of Giving Notice 3824.2 Deemed Receipt of Mailing 38

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24.3 Certificate of Sending 3924.4 Notice to Joint Shareholders 3924.5 Notice to Trustees 39

25. SEAL 39

25.1 Who MayAttest Seal 3925.2 Sealing Copies 4025.3 Mechanical Reproduction of Seal .40

26. PROHIBITIONS 40

26.1 Definitions 4026.2 Application 4126.3 Consent Required for Transfer of Shares or Designated Securities .41

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PROVINCE OF BRITISH COLUMBIABUSINESS CORPORATIONS ACT

ARTICLES OFCITY WEST CABLE &TELEPHONE CORP.

1. INTERPRETATION

1.1 Definitions

In these Articles, unless the contextotherwise requires:

(1) "board of directors", "directors" and "board" mean the directors or sale director of theCompany for the time being;

(2) "Business Corporations Act' meansthe Business Corporations Act (British Columbia)from time to time in force and all amendments thereto and includes all regulationsand amendments thereto made pursuant to thatAct;

(3) "delivery of telecommunications services" includes providing, directly or indirectly,equipment, facilities and services for the transmission, emission or reception of signs,signals, writing, images, sound or intelligence of any nature by wire, fibre optic cable,radio, satellite or otherelectromagnetic or laser based system, the ownership andoperation of equipment and facilities used for the provision of such services, and allactivities and undertakings ancillarythereto;

.-(4) "FOIPPA" means the Freedom of Information and Protection of Privacy Act (British

Columbia) from time to time in force and all amendments thereto and includes allregulations and amendments thereto made pursuant to that Act;

(5) "Inspector of Municipalities" meansthe inspector of municipalities of British Columbiaappointed, from time to time, under the Local Government Act (British Columbia);

(6) "legal personal representative" means the personal or other legal representative ofthe shareholder;

(7) "registered address" of a shareholder means the shareholder's address as recordedin the central securities register;

(8) "seal" means the seal of the Company, if any,

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of constructionin the Interpretation Act, with the necessary changes, so far as applicable, and unless thecontext requires otherwise, apply to these Articles as if they were an enactment. If there is aconflict between a definition in the Business Corporations Act and a definition or rule in theInterpretation Act relating to a term used in these Articles, the definition in the Business

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Corporations Act will prevail in relation to the useof the term in these Articles. If there is aconflict between these Articles and the Business Corporations Act, the BusinessCorporations Act will prevail.

1.3 CompanyPurpose

The purpose of the Company is the delivery of telecommunications services.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized ShareStructure

The authorized share structure of the Company consists of shares of the class or classesand series, if any, described in the Notice of Articles of the Company.

2.2 Form of ShareCertificate

Each share certificate Issued by the Company mustcomply with, and be signed as requiredby, the Business Corporations Act.

2.3 Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to (a) one share certificate representing theshares of each class or series of shares registered in the shareholder's name or (b) a nontransferable written acknowledgment of the shareholder's right to obtain such a sharecertificate, provided that in respect of a share heldjointiyby several persons, the Company isnot bound to issue morethan one share certificate and delivery of a share certificate for ashare to one of several joint shareholders or to one of the shareholders' dulyauthorizedagents will be sufficient delivery to all.

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder's right toobtain a share certificate maybe sent to the shareholder by mailat the shareholder'sregistered address and neither the Company norany director, officer or agentof theCompany is liable for any loss to the shareholder because the share certificate oracknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors aresatisfied thata share certificate or a non-transferable writtenacknowledgment of the shareholder's right to obtain a share certificate is worn out ordefaced, they must, on production to them of the share certificate or acknowledgment, as thecase may be, andon such otherterms, if any, as they thinkfit:

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

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

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2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder's right toobtain a share certificate is lost, stolen or destroyed, a replacement share certificate oracknowledgment, as the case may be, must be issued to theperson entitled to that sharecertificate or acknowledgment, as the case may be, if the directors receive:

(1) proof satisfactory to them that the share certificate or acknowledgment is lost, stolenor destroyed; and

(2) any indemnity the directors consider adequate.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that theCompany issue in the shareholder's name two or more share certificates, each representinga specified number of shares and in the aggregate representing the same number of sharesas the share certificate so surrendered, the Company mustcancel the surrendered sharecertificate and issue replacement share certificates in accordance with that request.

2.8 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate underArticles 2.5, 2.6 or 2.7, the amount, if any and which mustnot exceed the amount prescribedunder the Business Corporations Act, determined by the directors.

:1,,9 Recognition of Trusts

Exceptas required by lawor statute or these Articles, no person will be recognized by theCompany as holding any share upon any trust, and the Company is not bound by orcompelled in any wayto recognize (even when having notice thereof) any equitable,contingent, future or partial interest in any share or fraction of a share or (except as by law orstatuteor these Articles provided or as ordered by a court of competent jurisdiction) anyother rights in respect of any share exceptan absolute right to the entirety thereof in theshareholder.

3. ISSUE OF SHARES

3.1 Shareholders Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of theCompany, the Company mayissue, allot, sell or otherwise dispose of the unissued shares,and issued shares held by the Company, at the times, to thepersons, including directors, inthe manner, on the terms and conditions and for the issue prices (including anypremium atwhich shares with par value may be issued) that, pursuant to section 137of the BusinessCorporations Act, the shareholders maydetermine by an ordinary resolution. Theissue pricefor a share with par value mustbe equal to or greater than the par value of the share.

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3.2 Commissions and Discounts

The Company mayat any time pay a reasonable commission or allowa reasonable discountto any person in consideration of that person purchasing or agreeing to purchase shares ofthe Company from the Company or any otherperson or procuring or agreeing to procurepurchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or otherconsideration as may be lawful for or inconnection with the saleor placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no sharemay be issued until it isfully paid. A share is fully paid when:

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

(a) past services performed for the Company;

(b) property;

(c) money; and

(d) the value of theconsideration received by the Company equals or exceedsthe issueprice set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants,options and rights upon such terms and conditions as the directors determine, which sharepurchase warrants, options and rights may be issued alone or in conjunction withdebentures, debenture stock, bonds, shares or anyother securities issued or created by theCompany from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register

As required by and SUbject to the Business Corporations Act, the Company must maintain inBritish Columbia a central securities register. The directors may, subject to the BusinessCorporations Act, appoint an agent to maintain the central securities register. The directorsmay also appoint one or more agents, including the agentwhich keeps the central securitiesregister, as transfer agentfor its shares or any class or series of its shares, as the case maybe, and the sameor another agent as registrar for its shares or such class or series of itsshares, as the case maybe. The directors may terminate such appointment of any agentatany time and may appoint another agent in its place.

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4.2 Closing Register

The Company mustnot at any time close its central securities register.

5. SHARETRANSFERS

5.1 Registering Transfers

A transfer of a share of the Company must not be registered unless:

(1) a dulysigned instrument of transfer in respect of the share has been received by theCompany;

(2) if a share certificate has been issued by the Company in respect of the share to betransferred, that share certificate has been surrendered to the Company; and

(3) if a non-transferable written acknowledgment of the shareholder's right to obtain ashare certificate has been issued by the Company in respect of the share to betransferred, that acknowledgment has beensurrendered to the Company.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form,if any, on the back of the Company's share certificates or in any other form that may beapproved by the directors from time to time.

5.3 TransferorRemains Shareholder

Except to the extent that the Business Corporations Actotherwise provides, the transferor ofshares is deemed to remain the holderof the shares until the name of the transferee isentered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or herduly authorized attorney, signs an instrument of transfer inrespect of shares registered in the name of the shareholder, the signed instrument of transferconstitutes a complete andsufficient authority to the Company and its directors, officers andagents to register the number of shares specified in the instrument of transferor specified inany other manner, or, if no number is specified, all the shares represented by the sharecertificates or set out in the written acknowledgments deposited with the instrument oftransfer:

(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 theperson on whose behalf the instrument is deposited for thepurpose of having thetransfer registered.

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5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquireinto the title of the person named in the instrument of transfer as transferee or, if no person isnamed as transferee in the instrument of transfer, of the person on whose behalf theinstrument is deposited for the purpose of having the transfer registered or is liable for anyclaim related to registering the transfer by the shareholder or by any intermediate owner orholder of the shares, of any interest in the shares, of any share certificate representing suchshares or of any written acknowledgment of a right to obtain a share certificate for suchshares.

5.6 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, theamount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholderwas a joint holder, the surviving joint holder, will be the only person recognized by theCompany as having any title to the shareholder's interest in the shares. Before recognizing aperson as a legal personal representative, the directors may require proof of appointment bya court of competent jurisdiction, a grant of letters probate, letters of administration or suchother evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative'J"

The legal personal representative has the same rights, privileges and obligations that attachto the shares held by the shareholder, including the right to transfer the shares in accordancewith these Articles, provided the documents required by the Business Corporations Actandthe directors have been deposited with the Company.

7. PURCHASE OF SHARES

7.1 Company Authorized to Purchase Shares

SUbject to Article 7.2, the special rights and restrictions attached to the shares of any class orseries and the Business Corporations Act, the Company may, if authorized by the directors,purchase or otherwise acquire any of its shares at the price and upon the terms specified insuch resolution.

7.2 Purchase When Insolvent

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

(1) the Company is insolvent; or

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

7.3 Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, theCompany maysell, gift or otherwise dispose of the share, but, while such share is held bythe Company, it:

(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) mustnot make any otherdistribution in respect of the share.

8. BORROWING POWERS

The Company, if authorized by the directors, may:

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

(2) issuebonds, debentures and otherdebt obligations either outright or as security forany liability or obligation of the Company or any otherperson and at such discountsor premiums and on such otherterms as they consider appropriate;

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

(4) mortgage, charge, whether by way of specific or floating charge, granta securityinterest in, or giveother security on, the whole or anypartof thepresent and futureassets and undertaking of the Company,

provided that:

(5) the Company must not enter intoany newcredit agreements, including amendmentsto existing credit agreements of the Company, that contemplate the Companyincurring new debt obligations that, if fully drawn, would result in the aggregate debtobligations of the Company being increased from an amount that is less than 45.0million Canadian dollars (CON $45,000,000) to an amount in excess of 50.0 millionCanadian dollars (CON $50,000,000) unless, not more than 42 days and not lessthan 10 days prior to the Company entering into such an agreement, the Companysends a written notice to each registered shareholder at thatshareholder's registeredaddress, which notice must include a briefsummary of the substance of the proposedcredit agreements, and any related material agreements, in sufficient detail to enablereasonable shareholders to form a reasoned judgment concerning such agreements;

(6) at anytime that Company's aggregate debt obligations exceed 45.0 million Canadiandollars (CDN $45,000,000), the Company must not enterintoany credit agreements,

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including amendments to existing credit agreements of the Company, thatcontemplate the Company incurring new debt obligations that, if fully drawn, would.result in the aggregate debt obligations of the Company being increased by morethan 5.0 million Canadian dollars (CON $5,000,000) unless, not more than 42 daysand not less than 10 days prior to the Company incurring such new debt, theCompany sends a written notice to each registered shareholder at that shareholder'sregistered address, which notice must include a brief summary of the substance ofthe proposed new debt obligations, and any related material agreements, in sufficientdetail to enable reasonable shareholders to form a reasoned jUdgment concerningsuch new debt obligations;

(7) the aggregate debt obligations of the Company must not at any time, exceed 50.0million Canadian dollars (CON $50,000,000) without the prior approvai of theshareholders by an ordinary resolution; and

(8) the Company is restricted from exercising the power to borrow money on the securityof the City of Prince Rupert, British Columbia, provided that the Company is notrestricted from exercising the power to borrow money on the security of its assets andbusiness nor on the security of its subsidiaries.

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by specialresolution:

(1) create one or more classes or series of shares or, if none of the shares of a class orseries of shares are allotted or issued, eliminate that class or series of shares;

(2) increase, reduce or eliminate the maximum number of shares that the Company isauthorized to issue out of any class or series of shares or establish a maximumnumber of shares that the Company is authorized to issue out of any class or seriesof shares for which no maximum is established;

(3) subdivide or consolidate all or any of its unissued, or fUlly paid issued, shares;

(4) if the Company is authorized to issue shares of a class of shares with par value:

(a) decrease the par value of those shares; or

(b) if none of the shares of that class of shares are allotted or issued, increase thepar value of those shares;

(5) change all or any of its unissued, or fully paid issued, shares with par value intoshares without par value or any of its unissued shares without par value into shareswith par value;

(6) alter the identifying name of any of its shares; or


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(7) otherwise alter its shares or authorized share structure when required or permitted todo so by the Business Corporations Act.

9.2 Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

(1) create special rights or restrictions for, andattach those special rights or restrictionsto, the shares of any class or series of shares, whether or notany or all of thoseshares have been issued; or

(2) vary or delete any special rights or restrictions attached to the shares of any class orseries of shares, whetheror not anyor all of thoseshares have been issued.

9.3 Change of Name

The Company may by special resolution authorize an alteration of its Notice of Articles inorder to change its name.

9.4 OtherAlterations

If the Business Corporations Act does not specify the typeof resolution andthese Articles donot specifyanother type of resolution, the Company may by special resolution alter theseArticles.

9.5 Consent to Alterations

Notwithstanding the otherprovisions of these Articles, including without limitation Article 9.4for so long as the City of Prince Rupert, British Columbia, is a shareholder of the Company,the Company will not alter or amend these Articles in any way without the prior writtenconsentof the Inspector of Municipalities.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting Is deferred or waived in accordance with the BusinessCorporations Act, the Company must hold Its first annual general meeting within 18 monthsafter the date on which it was incorporated or otherwise recognized, and after thatmust holdan annual general meeting at least once in each calendar year andnotmore than 15 monthsafter the lastannual reference date at such time and place as may bedetermined by thedirectors.

10.2 Resolution Insteadof Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by aunanimous resolution underthe Business Corporations Actto all of the business that isrequired to be transacted at that annual general meeting, the annual general meeting isdeemed to have been held on the date of the unanimous resolution and, where applicable in

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these Articles, references to an annual general meeting will be read mutatismutandis asbeing references to the unanimous resolutions adopted in lieu of such a meeting. Theshareholders must, in any unanimous resolution passed under this Article 10.2, select as theCompany's annual reference date a date that would be appropriate for the holding of theapplicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting ofshareholders, in the manner provided in these Articles, or in such other manner, if any, asmay be prescribed by ordinary resolution (whether previous notice of the resolution has beengiven or not), to each shareholder entitled to attend the meeting, to each directorand to theauditorof the Company, unless these Articles otherwise provide, at least the followingnumberof days before the meeting:

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

(2) otherwise, 10 days.

10.5 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholdersentitled to notice of any meeting of shareholders. The record datemustnot precede the dateon which the meeting is to be held by more than two months or, in the caseof a generalmeeting requisitioned by shareholders under the Business Corporations Act, by more thanfour months. The record datemust not precede the date on which the meeting is held byfewer than:

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

(2) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the firstdate on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.6 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholdersentitled to vote at any meeting of shareholders. The record date must not precede the dateon which the meeting is to be held by more than two months or, in the case of a generalmeeting requisitioned by shareholders underthe Business Corporations Act, by more thanfour months. If no record date is set, the record date is 5 p.m. on the day immediatelypreceding the first date on which the notice is sent or, if no notice is sent, the beginning ofthe meeting.


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10.7 Failureto Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by,any of the persons entitled to notice does not invalidate any proceedings at that meeting. Anyperson entitled to notice of a meeting of shareholders may, in writing or otherwise, waive orreduce the period of notice of such meeting.

10.8 Notice of Special Business at Meetings of Shareholders

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

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

(2) if the special business includes considering, approving, ratifying, adopting orauthorizing any document or the signing of or giving of effect to any document, haveattached to it a copy of the document or state that a copy of the document will beavailable for inspection by shareholders:

(a) at the Company's records office, or at such other reasonably accessiblelocation in British Columbia as is specified in the notice; and

(b) during statutory business hours on anyone or more specified days before theday set for the holding of the meeting.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

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

(1) at a meeting of shareholders that is not an annual general meeting, all business isspecial 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 thefollowing:

(a) business relating to the conduct of or voting at the meeting;

(b) consideration of any financial statements of the Company presented to themeeting;

(c) consideration of any reports of the directors or auditor;

(d) the setting or changin~ of the number of directors;

(e) the election or appointment of directors;

(f) the appointment of an auditor;

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(g) the setting of the remuneration of an auditor;

(h) business arising out of a report of the directors not requiring the passing of aspecial resolution or an exceptional resolution;

(i) any other business which, under these Articles or the Business CorporationsAct, may be transacted at a meeting of shareholders without prior notice of thebusiness being given to the shareholders.

11.2 No Waiver of Auditor

Notwithstanding the provisions of the Business Corporations Act, including without limitationsubsection 203(2) of the Business Corporations Act, a resolution to waive the appointment ofan auditor will be of no force or effect.

11.3 Disclosure of Financial Statements

For so long as the City of Prince Rupert, British Columbia, is a shareholder of the Company,the Company will present at an open meeting of the municipal council of the City of PrinceRupert the financial statements of the Company presented to the annual general meeting ofthe Company and the report of the auditor on those financial statements within 120 days ofthe Company's fiscal year end.

11.4 Special Majority

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

11.5 Quorum

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

11.6 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(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.

11.7 Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any),any lawyer for the Company, the auditor of the Company and any other persons invited bythe directors are entitled to attend any meeting of shareholders, but if any of those personsdoes attend a meeting of shareholders, that person is not to be counted in the quorum and is

Bull, Housser& Tupper 31

13

not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitledto vote at the meeting.

11.8 Requirement of Quorum

No business, other than the election of a chairof the meeting andthe adjournment of themeeting, maybe transacted at any meeting of shareholders unless a quorum of shareholdersentitled to vote is present at the commencement of the meeting, but such quorum need notbe present throughout the meeting.

11.9 Lack of Quorum

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

(1) in the case of a general meeting requisitioned by shareholders, the meeting isdissolved, and

(2) in the case of any other meeting of shareholders, the meeting stands adjourned to thesame day in the nextweek at the same time and place.

11.10 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.9(2) was adjourned, a quorumis notpresent within one-half hour from thetime set for the holding of the meeting, theperson or persons presentandbeing, or representing by proxy, one or more shareholdersentitled to attend and vote at the meeting constitute a quorum.

11.11 Chair

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

(1) the Chairof the board, if any; or

(2) if the Chairof the board is absentor unwilling to act as chair of the meeting, then theChief Executive Officerof the Company, if any.

11.12 Selection of Alternate Chair

If, at any meeting of shareholders, there is no Chair of the board or Chief Executive Officerpresent within 15 minutes after the time set for holding the meeting, or if the Chair of theboard andthe Chief Executive Officerare unwilling to act as chair of themeeting, or if thechair of the board and the Chief Executive Officer have advised the secretary, if any, or anydirectorpresent at the meeting, that they will not be present at the meeting, then the directorspresent mustchoose one of their number to be chairof the meeting or if all of the directorspresent decline to take the chair or fail to so choose or if no director is present, theshareholders entitled to vote at the meeting who are present in person or by proxy maychoose. anyperson present at the meeting to chair the meeting.

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11.13 Adjournments

The chair of a meeting of shareholders may, and If so directed by the meeting must, adjournthe meeting from time to time and from place to place, but no business may be transacted atany adjourned meeting other than the business left unfinished at the meeting from which theadjournment took place.

11.14 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to betransactedat an adjourned meeting of shareholders except that, when a meeting isadjourned for 30 days or more, notice of the adjourned meeting must be given as in the caseof the original meeting.

11.15 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting ofshareholders will be decided on a showof hands unless a poll, before or on the declarationof the result of the vote by show of hands, is directed by the chairof the meeting ordemanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.16 Declaration of Result

The chair of a meeting of shareholders mustdeclare to the meeting the decision on everyquestion in accordance with the result of the showof hands or the poll, as the case may be,and that decision must be entered in the minutes of the meeting. A declaration of the chair ofthe meeting thata resolution is carrl$d by the necessary majority or is defeated is, unless apoll is directed by the chair of the meeting or demanded underArticle 11.15, conclusiveevidence without proof of the number or proportion of the votes recorded in favour of oragainst the resolution.

11.17 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders needbe seconded unless the chair of themeeting rules otherwise, and the chair of any meeting of sharehoiders is entitled to proposeor second a motion.

11.18 Casting Vote

In case of an equality of votes, the chairof a meeting of shareholders does not, eitheron ashow of hands or on a poll, have a second or casting vote in addition to thevote or votes towhich the chair may be entitled as a shareholder.

11.19 Manner of Taking Poll

Subject to Article 11.20, if a poll is duly demanded at a meeting of shareholders:

(1) the poll must be taken:

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15

(a) at the meeting, or within seven days after the date of themeeting, as the chairof the meeting directs; and

(b) in the manner, at the time and at the place that the chair of the meetingdirects;

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

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

11.20 Demand for Poll on Adjournment

A poll demanded at a meeting of sharehoiders on a question of adjournment mustbe takenimmediately at the meeting.

11.21 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chairof the meeting must determine the dispute, and his or her determination made in good faith isfinal and conclusive.

11.22 Casting of Votes

On a poll, a shareholder entitled to more than onevote need notcastall the votes in thesame way.

11.23 Demand for Poll

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

11.24 Demand for Poll Not to Prevent Continuance of Meeting

Thedemand for a poll at a meeting of shareholders does not, unless the chairof the meetingso rules, prevent the continuation of a meeting for the transaction of anybusiness otherthanthe question on which a poll has been demanded.

11.25 Retention of Ballots and Proxies

TheCompany must, for at least three months after a meeting of shareholders, keep eachballot caston a poll and each proxy voted at the meeting, and, during that period, make themavailable for inspection during normal business hours by any shareholder or proxyholderentitled to vote at the meeting. At the endof such three month period, the Company maydestroy such ballots and proxies.

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12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

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

(1) on a vote by show of hands, every person present who is a shareholder or proxyholder 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 ofeach share entitled to be voted on the matter and held by that shareholder and mayexercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on ashow of hands or on a poll, and may appoint a proxy holder to act at the meeiing, if, beforedoing so, the person satisfies the chair of the meeting, or the directors, that the person is alegal personal representative or a trustee in bankruptcy for a shareholder who is entitled tovote at the meeting.

12.3 Votes by Joint Holders

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

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

(2) if more than one of the joint sharehoiders is present at any meeting, personally or byproxy, and more than one of them votes in respect of that share, then only the vote ofthe joint shareholder present whose name stands first on the central securitiesregister in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any shareis registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5 Representativeof a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporationmay appoint a person to act as its representative at any meeting of shareholders of theCompany, and:

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

(a) be received at the registered office of the Company or at any other placespecified, in the notice calling the meeting, for the receipt of proxies, at least


17

the number of business days specified in the notice for the receipt of proxies,or if no number of days is specified, two business days before the day set forthe holding of the meeting; or

(b) be provided, at the meeting, to the chair of the meeting or to a persondesignated by the chair of the meeting;

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

(a) the representative is entitled to exercise in respect of and at that meeting thesame rights on behalf of the corporation that the representative represents asthat corporation could exercise if it were a shareholder who is an individual,inclUding, without limitation, the right to appoint a proxy holder; and

(b) the representative, if present at the meeting, is to be counted for the purposeof forming a quorum and is deemed to be a shareholder present in person atthe meeting.

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

12.6 Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.10 and Article 12.12 do not apply to the Company if and for so long as it isa public company.

12.7 Appointment QLProxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not asubsidiary of the Company, entitled to vote at a meeting of shareholders of the Companymay, by proxy, appoint one or more (but not more than five) proxy holders to attend and actat the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

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

12.9 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder,although a person who is not a shareholder may be appointed as a proxy holder if:

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

(2) the Company has at the time of the meeting for which the proxy holder is to beappointed only one shareholder entitled to vote at the meeting; or

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(3) the shareholders present in person or by proxy at and entitled to vote at the meetingfor which the proxy hoider is to be appointed, by a resolution on which the proxyholder is not entitled to vote but in respect of which the proxy holder is to be countedin the quorum, permit the proxy holder to attend and vote at the meeting.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(1) be received at the registered office of the Company or at any other place specified, inthe notice calling the meeting, for the receipt of proxies, at least the number ofbusiness days specified in the notice, or if no number of days is specified, twobusiness days before the day set for the holding of the meeting; or

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

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

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death orincapacity of the shareholder giving the proxy and despite the revocation of the proxy or therevocation of the authority under which the proxy is given, unless notice in writing of thatdeath, incapacity or revocation is received:

".- ......(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 at which the proxy is tobe used; or

(2) by the chair of the meeting, before the vote is taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form orin any other form approved by the directorsor the chair of the meeting:

nameof company(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or,failing that person, [name], as proxy holder for the undersigned to attend, act andvote for and on behalf of the undersigned at the meeting of shareholders of theCompany to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified,then this proxy if given in respect of all shares registered in the name of theshareholder): _


19

Signed [month, day, year]

[Signature of sharehoider]

[Name of shareholder-printed]

12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(1) received at the registered office of the Company at any time up to and including thelast business day before the day set for the holding of the meeting at which the proxyis to be used; or

(2) provided, at the meeting, to the chair of the meeting.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1) if the shareholder for whom the proxy holder is appointed is an Individual, the.... _. instrument must be signed by the shareholder or his or her legal personal

representative or trustee in bankruptcy;

(2) if the shareholder for whom the proxy holder is appointed is a corporation, theinstrument must be signed by the corporation or by a representative appointed for thecorporation under Article 12.5.

12.15 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of anyperson to vote at the meeting and may, but need not, demand from that person production ofevidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors

The first directors are the persons designated as directors of the Company in the Notice ofArticles that applies to the Company when it is recognized under the Business CorporationsAct.

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13.2 Composition of the Board

As soon as is reasonably practicable after these Articles come into effect and thereafter, theCompany's board of directors will have seven directors from time to time being personsdetermined by the shareholders to have the skills, competencies and experience necessaryto fulfil their obligations to the Company, provided that the composition of the Company'sboard of directors will include:

(a) not less than three individuais who are ordinarily a resident of the City ofPrince Rupert;

(b) at least one individual who is a holds office as a senior manager with theCorporation of the City of Prince Rupert, British Columbia, from time to time;and

(c) not less than four individuals (the "Independent Directors") who areindependent of the Company and the Corporation of the City of Prince Rupert,provided that a candidate for the position of director is sufficiently independentonly if a reasonable person with knowledge of all the relevant circumstanceswould conclude that the director is independent of management of theCompany, any significant security holder of the Company, and the Corporationof the City of Prince Rupert.

13.3 Director Position Vacancies

The number of directors and composition of the board is determined by Articie 13.2. Subjectto Article 13.2, the shareholders may, subject to the BusinessCorporations Act, remove,elect or appoint the directors as necessary to maintain in place a board that meets the sizeand composition requirements of Article 13.2. If the shareholders do not elect or appoint thedirectors needed to fill any vacancies in the board of directors, then suoiect to Article 13.2,the remaining directors may appoint, or the shareholders may elect or appoint, directors to fillthose vacancies. The term of office for a director appointed to fill a vacancy will be theremaining portion of the term of office, determined immediately prior to the occurrence of thevacancy, of the director whose departure created the subject vacancy. If the shareholders orthe directors are appointing new directors to fill more than one vacancy, then in the case ofeach appointment, the shareholders or the directors must identify the departing director whois being replaced such that the term of office of the new director can be readily determined.

13.4 Directors' Acts Valid Despite Irregularities

An act or proceeding of the directors is not invalid merely because the board size andcomposition requirements of Article 13.2 have not been met.

13.5 Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for hisor her office, but must be qualified as required by the Business Corporations Actand Article13.2 to become, act or continue to act as a director.


21

13.6 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directorsmay from time to time determine. If the directors so decide, the remuneration of the directors,if any, will be determined by the shareholders. That remuneration may be in addition to anysalary or other remuneration paid to any officer or employee of the Company as such, who isalso a director.

13.7 Reimbursement of Expenses of Directors

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

13.8 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in theopinion of the directors are outside the ordinary duties of a director, or if any director isotherwise specially occupied in or about the Company's business, he or she may be paidremuneration fixed by the directors, or, at the option of that director, fixed by ordinaryresolution, and such remuneration may be either in addition to, or in substitution for, anyother remuneration that he or she may be entitled to receive.

13.9 Gratuity, Pension or Allowance on Retirement of Director

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

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

The retirement and election of directors at the annual general meeting must accord with thefollowing terms and conditions:

(1) at every annual general meeting the shareholders entitled to vote at the annualgeneral meeting for the election of directors must elect or appoint directors such thatthe board of directors will, at the conclusion of such meeting, have the compositionrequired under these Articles;

(2) at the annual general meeting to be held in the calendar year 2007:

(a) all directors will be deemed to have ceased to hold office immediately beforethe election or appointment of directors under paragraph (1), but are eligiblefor re-election or re-appointment;

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22

(b) three directors will be elected for or appointed to a term ending immediatelyprior to the election or appointment of directors at that annual general meetingthat is the third annual general meeting of the Company required to be heldfollowing the annuai general meeting to be held in the calendar year 2007;

(c) two directors will be elected for or appointed to a term ending immediatelyprior to the election or appointment of directors at that annual general meetingthat is the second annual general meeting of the Company required to be heldfollowing the annual general meeting to be held in the calendar year 2007;

(d) two directors will be elected for or appointed to a term ending immediatelyprior to the election or appointment of directors at that annual general meetingthat is the first annual general meeting of the Company required to be heldfollowing the annual general meeting to be held in the calendar year 2007;and

(3) at every succeeding annual general meeting:

(a) those directors whose term in office is set to expire on the occasion of suchmeeting will cease to hold office immediately before the election orappointment of directors under paragraph (1), but are eligible for re-election orre-appointment; and

(b) all such directors will be elected for or appointed to a term ending immediatelyprior to the election or appointment of directors at that annual general meetingthat is the third annual general meeting of the Company required to be heldfollowing the annual general meeting at which they were most recently electedor appointed.

14.2 Consent to be a Director

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

(1) that individual consents to be a director in the manner provided for in the BusinessCorporations Act,

(2) that individual is elected or appointed at a meeting at which the individual is presentand 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 BusinessCorporations Act.

14.3 Failure to Elect or AppointDirectors

If:

(1) the Company fails to hold an annual general meeting, and all the shareholders whoare entitled to vote at an annual general meeting fail to pass the unanimous

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23

resolution contemplated by Article 10.2, on or before the date by which the annualgeneral 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 resolutioncontemplated by Article 10.2, to elect or appoint anydirectors;

then each director then in officecontinues to hold office until the earlier of:

(3) the dateon which his or her successor is elected or appointed; and

(4) the date on which he or she otherwise ceases to hold office underthe BusinessCorporations Actor these Articles.

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, theplaces of any of the retiring directors are not filled by that election, those retiring directorswho are not re-elected and who are asked by the newly elected directors to continue in officewill, if willing to do so, continue in office to complete the number of directors for the timebeing set pursuant to these Articles until furthernew directors are elected at a meeting ofshareholders convened for that purpose. If any such election or continuance of directorsdoes not result in the election or continuance of the number of directors for the time being setpursuant to these Articles, then the directorsof the Company actually elected or continued inoffice will be entitled to continue to act until the composition of the board of directors isrestored in accordance with the requirements of Article 13.2, and any act or proceeding ofthe directors is not invalid merely because the board size and composition requirements ofArticle 13.2 havenot been met.

14.5 Remaining Directors Power to Act

The directors mayact notwithstanding any vacancy in the board of directors, but if theCompany has fewerdirectors in office than the number set pursuant to theseArticles as thequorum of directors, the directors may only act for the purpose of appointing directors up tothat numberor of summoning a meeting of shareholders for the purpose of filling anyvacancies on the board of directors or, subject to the Business Corporations Act, for anyother purpose.

14.6 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant tothese Articles as the quorum of directors, the shareholders may, subjectto the requirementsof Articles 13.2and 13.3, elector appoint directors to fill anyvacancies on the board ofdirectors.

14.7 Ceasing to be a Director

A director ceases to be a director when:

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

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24

(2) the director dies;

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

(4) the director, at any time, fails to meet the qualifications under Article 13.2 pursuant towhich that director was originally qualified to act or continue to act as a director; or

(5) the director is removed from office pursuant to Articles 14.8 or 14.9.

14.8 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office byspecial resolution. In that event, the shareholders may, subject to the requirements ofArticles 13.2 and 13.3, elect, or appoint by ordinary resolution, a director to fill the resultingvacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancycontemporaneously with the removal, then, subject to the requirements of Articles 13.2 and13.3, the directors may appoint or the shareholders may elect, or appoint by ordinaryresolution, a director to fill that vacancy.

14.9 Removal of Dlrl;lctor by Directors

The directors may remove any director before the expiration of his or her term of office if thedirector is convicted of an indictable offence, or if the director ceases to be qualified to act asa director of a company and does not promptly resign, and, subject to the requirements ofArticles 13.2 and 13.3, the directors may appoint or the shareholders may elect, or appointby ordinary resolution, a director to fill that vacancy.

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

Any director (an "appointor") may by notice in writing received by the Company appoint anyperson (an "appointee") who is qualified as required by the Business Corporations Actto actas a director to be his or her alternate to act in his or her place at meetings of the directors orcommittees of the directors at which the appointor is not present unless (in the case of anappointee who is not a director) the directors have reasonably disapproved the appointmentof such person as an alternate director and have given notice to that effect to his or herappointor within a reasonable time after the notice of appointment is received by theCompany.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and ofcommittees of the directors of which his or her appointor is a member and to attend and voteas a director at any such meetings at which his or her appointor is not present.


25

15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and analternate director:

(1) will be counted in determining the quorum for a meeting of directors once for each ofhis or her appointors and, in the case of an appointee who is also a director, oncemore in that capacity;

(2) has a separate vote at a meeting of directors for each of his or her appointors and, inthe case of an appointee who is also a director, an additional vote in that capacity;

(3) will be counted in determining the quorum for a meeting of a committee of directorsonce for each of his or her appolntors who is a member of that committee and, in thecase of an appointee who is also a member of that committee as a director, oncemore in that capacity;

(4) has a separate vote at a meeting of a committee of directors for each of his or herappointors who is a member of that committee and, in the case of an appointee whois also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in placeof his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke theappointment of an alternate director appointed by him or her.

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1) his or her appointor ceases to be a director and is not promptly re-elected or reappointed;

(2) the alternate director dies;

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

(4) the alternate director ceases to be qualified to act as a director; or

(5) his or her appointor revokes the appointment of the alternate director.

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15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that wouldbe properly reimbursed if he or she were a director, and the alternate director is entitled toreceive from the Company such proportion, if any, of the remuneration otherwise payable tothe appointor as the appointor may from time to lime direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage orsupervise the management of the business and affairs of the Company and have theauthority to exercise all such powers of the Company as are not, by the BusinessCorporations Actor by these Articles, required to be exercised by the shareholders of theCompany.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal ifso 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 orexercisable by the directors under these Articles and excepting the power to fill vacancies inthe board of directors, to remove a director, to change the membership of, or fill vacancies in,any committee of the directors, and to appoint or remove officers appointed by the directors)and for such period, and with such remuneration and subject to such conditions as thedirectors may think fit. Any such power of attorney may contain such provtsloes for theprotection or convenience of persons dealing with such attorney as the directors think fit. Anysuch 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.

17. DIRECTORS' CONFLICTS OF INTEREST

17.1 Scope of Conflict Provisions

This Article 17 applies to directors in relation to meetings of the Company's board ofdirectors, meetings of committees of the Company's board of directors, and resolutions inwriting of the Company's board of directors.

17.2 Disclosure of Interest

If a director attending a meeting or considering a resolution in writing considers that he orshe is not entitled to and must not:

(1) participate in the discussion of a matter; or

(2) vote on or otherwise approve a resolution in respect of a matter,


27

because the director has a direct or indirect pecuniary interest in the matter, or for any otherreason, then the director must declare this to the other directors and state the general natureof why the director considers this to be the case.

17.3 Consequences of Disclosable Interest

After making a declaration on the basis described Article 17.2 a director must:

(1) must not take part in the discussion of the matter and is not entitled to vote on orotherwise approve any question in respect of the matter;

(2) must leave the meeting or that part of the meeting during which the matter in questionis under consideration; and

(3) must not attempt in any way, whether before, during or after the matter is consideredby the other directors, to influence the directors decisions on any question in respectof the matter, provided that the director making the declaration must, to the extent heor she is able and in a timely manner, inform the remaining directors of any risks tothe Company associated with the matter in question to the extent necessary to fulfilhis or her duties to the Company.

17.4 Record of Disclosure

If a declaration is made by a director pursuant to Article 17.2, the Chair of the board or otherperson who presided as chair at the meeting will ensure that minutes of the meeting record inwriting the substance of the declaration and the fact that the director making the declarationwas not present for that part of the meeting during which the matter in question was..underconsideration.

17.5 Prohibitions

Whether or not a declaration is made under Article 17.2, if a director has a direct or indirectpecuniary interest in a matter the director must not:

(1) participate in the discussion of a matter;

(2) vote on or otherwise approve a resolution in respect of a matter; or

(3) attempt in any way, whether before, during or after the matter is considered by theother directors, to influence the directors decisions on any question in respect of thematter, provided that the interested director must, to the extent he or she is able andin a timely manner, inform the remaining directors of any risks to the Companyassociated with the matter in question to the extent necessary to fulfil his or her dutiesto the Company.

17.6 Exceptions to Conflict Provisions

Article 17.5 does not apply if:

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(1) the pecuniary interest of the director is a pecuniary interest in common with theresidents of the City of Prince Rupert, British Columbia generally;

(2) the matter relates to remuneration or expenses payable to one or more directors inrelation to their duties as directors; or

(3) the pecuniary interest is so remote or insignificant that it cannot reasonably beregarded as likely to influence the director in relation to the matter.

17.7 Duty to Account and Disqualification

A person who contravenes Article 17.5 is, in addition to any consequences that may ariseunder the provisions of the Business Corporations Act, disqualified from continuing to holdoffice as a director unless the contravention was due to reasonable inadvertence or becauseof an error in judgment made In good faith.

17.8 Interested Director Counted in Quorum

Notwithstanding that, by operation of this Article 17, a director is prohibited from participatingin the discussion of a matter, or voting on or otherwise approving a resolution in respect of amatter, such director(s) may be counted for the purpose of determining whether a quorum ofdirectors is present for the transaction of business at any meeting of the Company's board ofdirectors or a committee of the Company's board of directors.

17.9 Director Holding Other Office in the Company

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

17.10 No Disqualification

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

17.11 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which adirector or officer has an interest, may act in a professional capacity for the Company, exceptas auditor of the Company, and the director or officer or such person is entitled toremuneration for professional services as if that director or officer were not a director orofficer.


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17.12 Director or Officer in Other Companies

A directoror officermay be or become a director, officer or employee of, or otherwiseinterested in, any person in which the Company may be interested as a shareholder orotherwise, and, subject to the Business Corporations Act, the director or officer is notaccountable to the Company for any remuneration or other benefits received by him or heras director, officeror employee of, or from his or her interest In, such otherperson.

18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn andotherwise regulatetheir meetings as they think fit, and meetings of the directors held at regular intervals may beheld at the place, at the time and on the notice, if any, as the directors may from time to timedetermine.

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, inthe case of an equality of votes, the chairof the meeting does not have a second or castingvote.

18.3 Chair of Meetings

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

(1 )

(2)

the Chairof the board, if any;

in the absence of the Chair of the board, the Chief Executive Officer, if any, if theChief Executive Officer is a director; or

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

(a) neither the Chair of the board nor the Chief Executive Officer, if a director, ispresent at the meeting within 15 minutes after the time set for holding themeeting;

(b) neither the Chair of the board nor the Chief Executive Officer, if a director, iswilling to chair the meeting; or

(c) the Chair of the board and the Chief Executive Officer, if a director, haveadvised the secretary, if any, or any other director, that they will not be presentat the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A directormay participate in a meeting of the directors or of any committee of the directors inperson or by telephone if all directors participating in the meeting, whether in person or by

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telephone or other communications medium, are able to communicate with each other. Adirector may participate in a meeting of the directors or of any committee of the directors by acommunications medium other than telephone if all directors participating in the meeting,whether in person or by telephone or other communications medium, are able tocommunicate with each other and if all directors who wish to participate in the meeting agreeto such participation. A director who participates in a meeting in a manner contemplated bythis Article 18.4 is deemed for all purposes of the Business Corporations Act and theseArticles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on therequest of a director must, call a meeting of the directors at any time.

18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant toArticle 18.1, reasonable notice of each meeting of the directors, specifying the place, day andtime of that meeting must be given to each of the directors and the alternate directors by anymethod set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not ReqUired

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

(1) the meeting is to be held imme.diately following a meeting of shareholders at whichthat director was elected or appointed, or is the meeting of the directors at which thatdirector is appointed;

(2) the director or alternate director, as the case may be, has waived notice of themeeting; or

(3) the meeting is being held according to a schedule for reqular meetings determined bythe directors pursuant to Article 18.1 and all directors have been given reasonablenotice of the particulars of that schedule.

18.8 Meeting Valid Despite Failureto Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt ofany notice by, any director or alternate director, does not invalidate any proceedings at thatmeeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or herwaiving notice of any past, present or future meeting or meetings of the directors and may atany time withdraw that waiver with respect to meetings held after that withdrawal. Aftersending a waiver with respect to all future meetings and until that waiver is withdrawn, no

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notice of any meeting of the directors need be given to that director and, unless the directorotherwise requires by notice in writing to the Company, to his or her alternate director, and allmeetings of the directors so held are deemed not to be improperly called or constituted byreason of notice not having been given to such director or alternate director,

18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by thedirectors and, if not so set, is deemed to be set at a majority of the directors in office at thetime of the transaction of the subject business.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merelybecause of an irregularity in the election or appointment or a defect in the qualification of thatdirector or officer.

18.12 Consent Resolutions in Writing

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

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

(2) in the case of a resolution to approve a contract or transaction in respect of which adirector has disclosed that he or she..Qgs or may have a disclosable interest, if eachof the other directors who are entitled to vote on the resolution consents to it inwriting.

A consent in writing under this Article may be by signed document, fax, e-mail or any othermethod of transmitting legibly recorded messages. A consent in writing may be in two ormore counterparts which together are deemed to constitute one consent in writing. Aresolution of the directors or of any committee of the directors passed in accordance with thisArticle 18.12 is effective on the date stated in the consent in writing or on the latest datestated on any counterpart and is deemed to be a proceeding at a meeting of directors or ofthe committee of the directors and to be as valid and effective as if it had been passed at ameeting of the directors or of the committee of the directors that satisfies all the requirementsof the Business Corporations Act and all the requirements of these Articles relating tomeetings of the directors or of a committee of the directors.

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director ordirectors that they consider appropriate, and this committee has, during the intervalsbetween meetings of the board of directors, all of the directors' powers, except:

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(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 thedirectors; and

(4) such other powers, if any, as may be set out in the resolution or any subsequentdirectors' resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

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

(2) delegate to a committee appointed under paragraph (1) any of the directors' powers,except:

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

(b) the power to remove a director;

(c) the power to change the membership of, or fill vacancies in, any committee ofthe directors; and

(d) the power to appoint or remove officers appointed by the directors; and

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

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powersdelegated to it, must:

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

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

19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or19.2:

(1) revoke or alter the authority given to the committee, or override a decision made bythe committee, except as to acts done before such revocation, alteration oroverriding;

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

(3) fill vacancies in the committee.

19.5 Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolutionappointing the committee or in any subsequent resolution, with respect to a committeeappointed under Articles 19.1 or 19.2:

(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 thetime set for holding the meeting, the directors present who are members of thecommittee 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 ofvotes of the members present, and in case of an equality of votes, the chair of themeeting does not have a second or casting vote.

20. OFFICERS

20.1 Appointment of Officers

The directors will, from time to time, and as often as may be required appoint a ChiefExecutive Officer of the Company and a Chair of the Company's board of directors asofficers of the Company, provided that the Chair of the Company's board of directors must beone of the four Independent Directors. In addition, the directors may, from time to time,appoint such other officers, if any, as the directors determine and the directors may, at anytime, terminate any such appointment. In addition to the foregoing, except for the powers toappoint and terminate the Chair of the board and the Chief Executive Officer, which powersare hereby expressly reserved to the board, and subject to the terms and conditions of anyboard resolutions and the Business Corporations Act, the directors may, at any time andfrom time to time, delegate to the Chief Executive Officer the power and authority to appointand terminate such other officers, if any, as the Chief Executive Officer determines.

20.2 Functions, Duties and Powers of Officers

The directors may, or in the case of an officer appointed by the Chief Executive Officer inaccordance with an authority delegated pursuant to Article 20.1, the Chief Executive Officermay, for each officer:

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

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(2) entrust to and confer on the officer any of the powers exercisable by the directors onsuch terms and conditions and with such restrictions as the directors think fit; and

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

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the BusinessCorporations Act and these Articles. One person may hold more than one position as anofficer of the Company. Except for the position of Chair of the board, which must be held bya director, no officer need be a director of the Company.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at theremuneration (whether by way of salary, fee, commission, participation in profits orotherwise) that the directors think fit and are subject to termination at the pleasure of thedirectors, and an officer may in addition to such remuneration be entitled to receive, after heor she ceases to hold such office or leaves the employment of the Company, a pension orgratuity.

21. INDEMNIFICATION

21.1 Definitions

In !hiS Article 21:

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

(2) "eligible proceeding" means a legal proceeding or investigative action, whethercurrent, threatened, pending or completed, in which a director, former director oralternate director of the Company (an "eligible party") or any of the heirs and legalpersonal representatives of the eligible party, by reason of the eligible party being orhaving been a director or alternate director of the Company:

(a) is or may be joined as a party; or

(b) is or may be liable for or in respect of a jUdgment, penalty or fine in, orexpenses related to, the proceeding;

(3) "expenses" has the meaning set out in the Business Corporations Act,

21.2 Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, formerdirector or alternate director of the Company and his or her heirs and legal personalrepresentatives against all eligible penalties to which such person is or may be liable, and the


35

Company must, after the final disposition of an eligible proceeding, pay the expensesactually and reasonably incurred by such person in respect of thatproceeding. Each directorand alternate director is deemed to have contracted with the Company on the terms of theindemnity contained in this Article 21.2.

21.3 Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Companymay indemnifyany person.

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officerof the Company to complywith theBusiness Corporations Act or these Articles doesnot invalidate any indemnityto which he orshe is entitled under this Part.

21.5 Company May Purchase Insurance

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

(1 )

(2)

(3)

(4)

is or was a director, alternate director, officer, employee or agent of the Company;

is or was a director, alternate director, officer, employee or agent of a corporation at atime when the corporation is or was an affiliate of the Company;

at the request of the Company, is or was a director, alternate director, officer,employee or agent of a corporation or of a partnership, trust, joint ventureor otherunincorporated entity;

at the request of the Company, holds or held a position equivalent to that of adirector, alternate director or officer of a partnership, trust, joint venture or otherunincorporated entity;

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

22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holdingshareswith special rights as to dividends.

22.2 Declaration of Dividends

SUbject to the Business Corporations Act, the Company may from time to time declare andauthorize paymentof such dividends that. pursuant to section 137of the BusinessCorporations Act, the shareholders may determine by an ordinary resolution.

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22.3 Record Date

In resolving to declare and authorize the payment of dividends pursuant to Article 22.2, theshareholders may set a date as the record date for the purpose of determining shareholdersentitled to receive payment of a dividend. The record date must not precede the date onwhich the dividend is to be paid by more than two months. If no record date is set, the recorddate is 5 p.m. on the date on which the shareholders pass the resolution declaring thedividend.

22.4 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by thedistribution of specific assets or of fulty paid shares or of bonds, debentures or othersecurities of the Company, or in anyone or more of those ways.

22.5 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.4, the shareholders may, inresolving to declare and authorize the payment of dividends pursuant to Article 22.2, settlethe difficulty as they deem advisable, and, in particular, may:

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

(2) determine that cash payments in substitution for all or any part of the specific assetsto which any shareholders are entitled may be made to any shareholders on the basisof 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.

22.6 When Dividend Payable

Any dividend may be made payable on such date as is fixed by a resolution of theshareholders adopted pursuant to Article 22.2.

22.7 Dividends to be Paid in Accordance with Number of Shares

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

22.8 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, anyone of them may give an effectivereceipt for any dividend, bonus or other money payable in respect of the share.

22.9 Dividend Bears No Interest

No dividend bears interest against the Company.

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22.10 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetaryunit of the currency of the dividend, that fraction may be disregarded in making payment ofthe dividend and that payment represents full payment of the dividend.

22.11 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid bycheque, madepayable to the order of the person to whom it is sent, and mailed to theaddress of the shareholder, or in the case of joint shareholders, to the address of the jointshareholder who is first named on the centrai securities register, or to the person and to theaddress the shareholder or joint shareholders may direct in writing. The mailing of suchcheque will, to the extentof the sum represented by the cheque (plus the amount of the taxrequired by law to be deducted), discharge aliliabilily for the dividend unless such cheque isnot paid on presentation or the amountof tax so deducted is notpaid to the appropriatetaxing authority.

22.12 Capitalization of Surplus

Notwithstanding anything contained in these Articles, pursuant to section 137 of the BusinessCorporations Actand in accordance with the terms of an ordinary resolution of theshareholders, the Company may from time to time capitalize any surplus of the Companyand may from time to time issue, as fully paid, shares or any bonds, debentures or othersecurities of the Company as a dividend representing the surplus or any part of the surplus.

23. DOCUMENTS, RECORDS AND REPORTS

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly thefinancial affairs and condition of the Company and to comply with the Business CorporationsAct.

23.2 Inspection of Company Records

Shareholders will be entitled to discovery of any and all information respecting any details orconduct of the Company's business and affairs, limited only to the extent that the directors,acting in good faith and acting in accordance with the requirements of FOIPPA, determine itwould be inexpedient in the interests of the Company to makecertain information availableand neither the Business Corporations Act nor FOIPPA otherwise require that the Companymake such information available to its shareholders. Subject to the foregoing and the rightsconferred by the Business Corporations Act, the directors may from time to time, determinewhetherand to what extent and at what time and place and under what conditions orregulations the documents, books and registers and accounting records of the Company orany of them will be open to the inspection of shareholders and no shareholder will haveanyright to inspect any document or book or register or accounting record of the Company

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except as conferred by statute or authorized by the board of directors or by a resolution ofthe shareholders.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice,statement, report or other record required or permitted by the Business Corporations Actorthese Articles to be sent by or to a person may be sent by anyone of the fol/owing methods:

(1) mail addressed to the person at the applicable address for that person as fol/ows:

(a) for a record mailed to a shareholder, the shareholder's registered address;

(b) for a record mailed to a director or officer, the prescribed address for mailingshown for the director or officer in the records kept by the Company or themailing address provided by the recipient for the sending of that record orrecords of that class;

(c) in any other case, the mailing address of the intended recipient;

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

(a) for a record delivered to a shareholder, the shareholder's registered address;

(b) for a record delivered to a director or officer, the prescribed address fordelivery shown for the director or officer in the records kept by the Companyor the delivery address provided by the recipient for the sending of that recordor records of that class;

(c) in any other case, the delivery address of the intended recipient;

(3) sending the record by fax to the fax number provided by the intended recipient for thesending of that record or records of that class, provided that the sender's fax issuesan unqualified confirmation that all pages of the fax transmission were received at thefax number provided by the intended recipient;

(4) sending the record bye-mail to the e-mail address provided by the intended recipientfor the sending of that record or records of that class or type;

(5) physical delivery to the intended recipient.

24.2 Deemed Receipt of Mailing

A record that is mailed or e-rnailed to a person by ordinary mail or e-maued to a person to theapplicable address for that person referred to in Article 24.1 is deemed to be received by theperson to whom it was mailed on the earlier or the day on which the intended recipient

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acknowledges receipt of the delivery and the day, Saturdays, Sundays and holidaysexcepted, following the date of mailing or e-mailing, as the case may be.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any othercorporation acting in that behalf for the Company stating that a notice, statement, report orother record was addressed as required by Article 24.1, prepaid and mailed or otherwisesent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

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

24.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the personsentitled to a share in consequence of the death, bankruptcy or incapacity of a shareholderby:

(1) mailing the record, addressed to them:

(a) by name, by the title of the legal personal representative of the deceased orincapacitated shareholder, by the title of trustee of the bankrupt shareholder orby any similar description; and

(b) at the address, if any, supplied to the Company for that purpose by thepersons claiming to be so entitled; or

(2) if an address referred to in paragraph (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.

25. SEAL

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company's seal, if any, must not beimpressed on any record except when that impression is attested by the signatures of:

(1) any two directors;

(2) any officer, together with any director;

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

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(4) anyone or more directors or officers or persons as may be determined by thedirectors.

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officersof the Company or a true copy of any resolution or other document, despite Article 25.1, theimpression of the seal may be attested by the signature of any director or officer.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates orbonds, debentures or other securities of the Company as they may determine appropriatefrom 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 whichfacsimiles of any of the signatures of the directors or officers of the Company are, inaccordance with the Business Corporations Act or these Articles, printed or otherwisemechanically reproduced, there may be delivered to the person employed to engrave,lithograph or print such definitive or interim share certificates or bonds, debentures or othersecurities one or more unmounted dies reproducing the seal and the Chair of the board orany senior officer together with the secretary, treasurer, secretary-treasurer, an assistantsecretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorizesuch person to cause the seal to be impressed on such definitive or interim share certificatesor 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 purposesdeemed to be under and to bear the seal impressed on them.

26. PROHIBITIONS

26.1 Definitions

In this Article 26:

(1) "designated security" means:

(a) a voting security of the Company;

(b) a security of the Company that is not a debt security and that carries aresidual right to participate in the earnings of the Company or, on theliquidation or winding up of the Company, in its assets; or

(c) a security of the Company convertible, directly or indirectly, into a securitydescribed in paragraph (a) or (b);

(2) "security" has the meaning assigned in the Securities Act (British Columbia);

(3) "voting security" means a security of the Company that:

(a) is not a debt security, and

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(b) carries a voting right either under all circumstances or under somecircumstances that have occurred and are continuing.

26.2 Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or apre-existing reporting company which has the Statutory Reporting Company Provisions aspart of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or DesignatedSecurities

No share or designated security may be sold, transferred or otherwise disposed of without,pursuant to section 137 of the Business Corporations Act, the consent of the shareholders byan ordinary resolution, and no shareholder is required to give any reason for refusing toconsent to any such saie, transfer or other disposition.

Bull, Heusser & TEf6er

citywest articles 2007 prince rupert

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