COMPANY ACT, Schedules

"Company Act" means the Company Act of British Columbia from time to time in force and all amendments to it;

"register" means the register of members to be kept under the Company Act;

"registered address" of a member means his or her address as recorded in the register;

"registered address" of a director means his or her address as recorded in the company's register of directors to be kept under the Company Act.

1.2 Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.

1.3 The definitions in the Company Act on the date these articles become effective apply to these articles with the necessary changes and so far as are applicable.

2.1 Before allotting any shares the directors must first offer those shares pro rata to the members; but if there are classes of shares, the directors must first offer the shares to be allotted pro rata to the members holding shares of the class proposed to be allotted, and if any shares remain, the directors must then offer the remaining shares pro rata to the other members. The offer must be made by notice specifying the number of shares offered and limiting a time for acceptance. After the expiration of the time for acceptance or on receipt of written confirmation from the person to whom the offer is made that he or she declines to accept the offer, and if there are no other members holding shares who should first receive an offer, the directors may for 3 months thereafter offer the shares to such persons and in such manner as they think most beneficial to the company; but the offer to those persons must not be at a price less than or on terms more favourable than the offer to the members.

2.2 Every share certificate issued by the company must be in such form as the directors approve and must comply with the Company Act.

2.3 If any share certificate is worn out or defaced, then, on production of that certificate to the directors, they may order the same to be cancelled and may issue a new certificate in place of that certificate; and if any share certificate is lost or destroyed, then, on proof of the loss or destruction to the satisfaction of the directors, on paying the company the fee prescribed in Article 18.1, and on giving such indemnity as the directors consider adequate, a new certificate in place of the lost or destroyed certificate must be issued to the party entitled to it.

2.4 A share certificate registered in the names of 2 or more persons must be delivered to the person first named on the register.

3.1 The instrument of transfer of any share must be in writing in the following form or in any usual or common form or any other form that the directors may approve:

I/we, ......................................................, in consideration of $ ............. paid to me/us by ...................................................... of ...................................................... (the "transferee"), hereby transfer to the transferee [number and class, if any] shares in [name of company] to hold unto the transferee, his or her personal representatives and assignees, subject to the several conditions on which I/we held the same at the time of the execution of this assignment; and the transferee, by acceptance of this assignment, agrees to take those shares subject to those conditions.

Signed ...................................................... [month, day, year].

......................................................
[Signature of transferor(s)]

Witness to the signature of the transferor(s): ......................................................

If the directors so require, each instrument of transfer must be in respect of only one class of shares.

3.2 Every instrument of transfer must be executed by the transferor and left at the registered office of the company or of its transfer agent or registrar for registration, together with the share certificate for the shares to be transferred and such other evidence, if any, as the directors or the transfer agent or registrar may require to prove the title of the transferor or his or her right to transfer the shares. All instruments of transfer which are registered must be retained by the company or its transfer agent or registrar, but any instrument of transfer that the directors decline to register must be returned to the person depositing it, together with the share certificate which accompanied it when tendered for registration. The transferor remains the holder of the share until the name of the transferee is entered on the register in respect of that share.

3.3 The signature of the registered owner of any shares or of his or her duly authorized attorney on the form of transfer constitutes an authority to the company to register the shares specified in the form of transfer in the name of the person named in that form as transferee or, if no person is so named, then in any name designated in writing by the person depositing the share certificate and the form of transfer with the company or its agents.

3.4 Neither the company nor any director, officer or agent is bound to inquire into the title of the transferee of those shares to be transferred or is liable to the registered or any intermediate owner of those shares, for registering the transfer.

4.1 In the case of the death of a member, the legal personal representative of the deceased must be the only person recognized by the company as having any title to or interest in the shares registered in the name of the deceased. Before recognizing any legal personal representative, the directors may require him or her to produce the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title of the shares is claimed to vest.

4.2 Any person who becomes entitled to a share as a result of the death or bankruptcy of any member on producing the evidence required by section 64 of the Company Act, or who becomes entitled to a share as a result of an order of a court of competent jurisdiction or a statute, on producing such evidence as the directors think sufficient that he or she is so entitled, may be registered as holder of the share or may transfer the share.

5.1 Except as otherwise provided by conditions imposed at the time of creation of any new shares or by these articles, any addition to the authorized capital resulting from the creation of new shares is subject to the provisions of these articles.

6.1 The directors may from time to time at their discretion authorize the company to borrow any sum of money for the purposes of the company and may raise or secure the repayment of that sum in such manner and on such terms and conditions, in all respects, as they think fit, including, without limitation, by the issue of bonds or debentures, or any mortgage or charge, whether specific or floating, or other security on the undertaking or all or any part of the property of the company, both present and future.

6.2 The directors may make any debentures, bonds or other debt obligations issued by the company, by their terms, assignable free from any equities between the company and the person to whom they may be issued, or any other person who lawfully acquires them by assignment, purchase or otherwise.

6.3 The directors may authorize the issue of any debentures, bonds or other debt obligations of the company at a discount, premium or otherwise, and with special or other rights or privileges as to redemption, surrender, drawings, allotment of or conversion into shares, attending at general meetings of the company, and otherwise as the directors may determine at or before the time of issue.

7.1 The general meetings of the company must be held at such time and place, in accordance with the Company Act, as the directors appoint.

7.2 Every general meeting, other than an annual general meeting, must be called an extraordinary general meeting.

7.3 The directors may, whenever they think fit, convene an extraordinary general meeting.

7.4 Notice of a general meeting must specify the place, the day and the hour of meeting, and, in case of special business, the general nature of that business. The accidental omission to give notice of any meeting to, or the nonreceipt of any notice by, any of the members entitled to receive notice does not invalidate any proceedings at that meeting.

7.5 If any special business includes the presenting, considering, approving, ratifying or authorizing the execution of any document, then the portion of any notice relating to that document is sufficient if it states that copy of the document or proposed document is or will be available for inspection by members at an office of the company in British Columbia or at one or more designated places in British Columbia during business hours on any specified or unspecified working day or days prior to the date of the meeting and at the meeting.

8.1 The following business at a general meeting is deemed to be special business:

(b) all business that is transacted at an annual general meeting, with the exception of the consideration of the financial statement and the report of the directors and auditors, the election of directors, the appointment of the auditors and such other business as, under these articles, ought to be transacted at an annual general meeting, or any business which is brought under consideration by the report of the directors issued with the notice convening the meeting.

8.2 Business other than the election of a chair and the adjournment or termination of the meeting must not be conducted at any general meeting at any time when a quorum is not present. If at any time during a general meeting there ceases to be a quorum present, any business then in progress is suspended until there is a quorum present or until the meeting is adjourned or terminated, as the case may be.

8.3 If within a half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, is terminated; but in any other case, it stands adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting, the members present are a quorum.

8.4 Subject to Article 8.5, the president of the company, or in the president's absence, one of the directors present, must preside as chair of every general meeting.

8.5 If at any general meeting there is no president or director present within 15 minutes after the time appointed for holding the meeting or if the president and all the directors present are unwilling to act as chair, the members present must choose one of their number to be chair.

8.6 The chair of a general meeting may, with the consent of any meeting at which a quorum is present, and must, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but business must not be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting. Except as stated above, it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.

8.7 No resolution proposed at a meeting need be seconded, and the chair of any meeting is entitled to move or propose a resolution.

8.8 In case of an equality of votes, the chair must not, either on a show of hands or on a poll, have a casting or second vote in addition to the vote or votes to which he or she may be entitled as a member.

8.9 In the case of any dispute as to the admission or rejection of a vote, the chair must determine the same, and his or her determination made in good faith is final and conclusive.

8.10 A member entitled to more than one vote need not, if he or she votes, use all the member's votes or cast all the votes he or she uses in the same way.

8.11 Subject to Article 8.12, if a poll is duly demanded, it must be taken in such manner and at such time, within 7 days after the date of the meeting, and place as the chair of the meeting directs. The result of the poll is deemed to be the resolution of the meeting at which the poll is demanded. A demand for a poll may be withdrawn.

8.12 A poll demanded on a question of adjournment must be taken at the meeting without adjournment.

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

9.1 Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person has one vote, and on a poll every member, present in person or by proxy, has one vote for each share he or she holds.

9.2 Any person who is not registered as a member, but is entitled to vote at any general meeting in respect of a share, may vote the share in the same manner as if he or she were a member; but, unless the directors have previously admitted the person's right to vote at that meeting in respect of the share, the person must satisfy the directors of his or her right to vote the share before the time for holding the meeting, or adjourned meeting, as the case may be, at which the person proposes to vote.

9.3 If there are joint members registered in respect of any share, any one of the joint members may vote at any meeting, either personally or by proxy, in respect of the share as if he or she were solely entitled to it. If more than one of the joint members is present at any meeting, personally or by proxy, the joint member present whose name stands first on the register in respect of the share is alone entitled to vote in respect of that share. Several executors or administrators of a deceased member in whose sole name any share stands are, for the purpose of this article, deemed to be joint members.

9.4 Subject to section 159 of the Company Act, a corporation which is a member may vote by its duly authorized representative who is entitled to speak and vote either in person or by proxy, and in all other respects exercise the rights of a member, and that representative must be considered as a member for all purposes in connection with any meeting of the company.

9.5 A member for whom a committee has been duly appointed may vote, whether on a show of hands or on a poll, by his or her committee, and that committee may appoint a proxyholder.

9.6 Unless the directors otherwise determine, the instrument appointing a proxyholder and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of it must be deposited at a place specified for that purpose in the notice convening the meeting not less than 48 hours before the time for holding the meeting at which the proxyholder proposes to vote, or must be deposited with the chair of the meeting prior to the commencement of the meeting.

9.7 A vote given in accordance with the terms of an instrument of proxy is valid despite the previous death or incapability of the member or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, but only if no intimation in writing of the death, incapability, revocation or transfer has been received at the registered office of the company or by the chair of the meeting or adjourned meeting before the vote is given.

9.8 Unless, in the circumstances, the Company Act requires any other form of proxy, an instrument appointing a proxyholder, whether for a specified meeting or otherwise, must be in the form following, or in any other form that the directors approve:

The undersigned hereby appoints ...................................., of ............................. (or failing him or her ........................................, of .......................................), as proxy for the undersigned to attend at and vote for and on behalf of the undersigned at the general meeting of the company to be held on ................................ [month, day, year], and at any adjournment of that meeting.

10.1 The directors may exercise all such powers and do all such acts and things as the company may exercise and do, and which are not by these articles or by statute or otherwise lawfully directed or required to be exercised or done by the company in general meeting, but subject, nevertheless, to the provisions of all laws affecting the company and of these articles and to any rules, not being inconsistent with these articles, which are made from time to time by the company in general meeting; but no rule, made by the company in general meeting, invalidates any prior act of the directors that would have been valid if that rule had not been made.

10.2 The number of directors is 3, unless otherwise determined by ordinary resolution.

11.1 At the first annual general meeting, and at every succeeding annual general meeting, all the directors must retire from office, but are eligible for election again. At every annual general meeting the members must fill up the vacated offices by electing a like number of directors and, whenever the number of retiring directors is less than the maximum number for the time being required by or determined under Article 10.2, they may also elect such further number of directors, if any, as the company then determines, but the total number of directors elected must not exceed that maximum.

11.2 If, at any general meeting at which an election of directors ought to take place, the places of the retiring directors are not filled up, such of the retiring directors as may be requested by the newly elected directors, if willing, continue in office until further new directors are elected either at an extraordinary general meeting specially convened for that purpose or at the annual general meeting in the next or some subsequent year, unless it is determined to reduce the number of directors.

11.3 If the company removes any director before the expiration of the director's period of office and appoints another person in his or her stead, the person so appointed holds office only during such time as the director in whose place he or she is appointed would have held the office if the director had not been removed.

11.4 The directors have power at any time and from time to time to appoint any person as a director to fill a casual vacancy in the directors. Any director so appointed holds office only until the conclusion of the next following annual general meeting of the company, but is eligible for election again at that meeting.

12.1 The directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they see fit. The directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum is a majority of the directors then in office. The president of the company is chair of all meetings of the directors; but if at any meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chair at that meeting. A director may at any time, and the secretary, on the request of a director, must convene a meeting of the directors.

12.2 The directors, or any committee of directors, may take any action required or permitted to be taken by them and may exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by them by resolution either passed at a meeting at which a quorum is present or consented to in writing under section 125 of the Company Act.

12.3 The directors may delegate any, but not all, of their powers to committees consisting of such director or directors as they think fit. Any committee so formed in the exercise of the powers so delegated must conform to any rules that may from time to time be imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.

12.4 A committee may elect a chair of its meetings; if no chair is elected, or if at any meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee may choose one of their number to be chair of the meeting.

12.5 The members of a committee may meet and adjourn as they think proper. Questions arising at any meeting are determined by a majority of votes of the members present, and in case of an equality of votes, the chair has a second or casting vote.

12.6 For the first meeting of the directors to be held immediately following the appointment or election of a director or directors at an annual or other general meeting of shareholders, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be duly constituted, as long as a quorum of the directors is present.

12.7 Any director of the company who may be absent temporarily from British Columbia may file, at the registered office of the company, a waiver of notice which may be by letter, telegram, telex or cable, of any meeting of the directors and may, at any time, withdraw the waiver, and until the waiver is withdrawn, a notice of meetings of directors need not be sent to that director; and any and all meetings of the directors of the company, notice of which has not been given to that director, is, if a quorum of the directors is present, valid and effective.

12.8 Questions arising at any meeting of the directors must be decided by a majority of votes. In case of an equality of votes, the chair has a second or casting vote.

12.9 No resolution proposed at a meeting of directors need be seconded, and the chair of any meeting is entitled to move or propose a resolution.

13.1 All appointments of officers must be made at such remuneration, whether by way of salary, fee, commission, participation in profits or otherwise as the directors think fit.

14.1 The directors may provide a common seal for the company and for its use and they have power from time to time to destroy the seal and substitute a new seal in place of the seal destroyed.

14.2 Subject to the Company Act, the directors may provide for use in any other province, state, territory or country an official seal, which must be a facsimile of the common seal of the company, with the addition on its face of the name of the province, state, territory or country where it is to be used.

15.1 The directors may declare dividends and fix the date of record and the date for payment of them.

15.2 Subject to the terms of shares with special rights or restrictions, all dividends must be declared according to the number of shares held.

15.3 dividends may be declared to be payable out of the profits of the company. A dividend must not bear interest against the company.

15.4 A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares, bonds, debentures or other debt obligations of the company, or in any one or more of those ways and, if any difficulty arises in regard to the distribution, the directors may settle the difficulty as they think expedient, and in particular may fix the value for distribution of specific assets, and may determine that cash payments must be made to a member on the basis of the value so fixed in place of fractional shares, bonds, debentures or other debt obligations in order to adjust the rights of all parties, and may vest any of those specific assets in trustees on such trusts for the persons entitled as may seem expedient to the directors.

15.5 Any dividend or other money payable in cash in respect of a share may be paid by cheque sent through the post to the member in a prepaid letter, envelope or wrapper addressed to the member at his or her registered address, or in the case of joint members, to the registered address of the joint member who is the first named on the register, or to such person and to such address as the member or joint members, as the case may be, in writing direct. Any one of 2 or more joint members may give effectual receipts for any dividend or other money payable or assets distributable in respect of a share held by them.

15.7 The directors may, before declaring any dividend, set aside out of the profits of the company such sums as they think proper as a reserve or reserves which, at the discretion of the directors, are applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which the profits of the company may be properly applied, and pending that application may, at the like discretion, either be employed in the business of the company or be invested in such investments, other than shares of the company, as the directors may from time to time think fit.

16.1 The directors must cause records and books of accounts to be kept as necessary to record properly the financial affairs and conditions of the company and to comply with the statutes applicable to the company.

17.1 A notice may be given to any member or director, either personally or by sending it by post to him or her in a prepaid letter, envelope or wrapper addressed to the member or director at his or her registered address.

17.2 A notice may be given by the company to joint members in respect of a share registered in their names by giving the notice to the joint member first named in the register of members in respect of that share.

17.3 A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid letter, envelope or wrapper addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the persons claiming to be so entitled, or, until that address has been so supplied, by giving the notice in any manner in which the notice might have been given if the death or bankruptcy had not occurred.

17.4 Any notice or document sent by post to, or left at, the registered address of any member, is, even though that member is then deceased, and whether or not the company has notice of his or her death, deemed to have been duly served in respect of any registered shares, whether held solely or jointly with other persons by that deceased member, until some other person is registered in his or her stead as the member or joint member in respect of those shares, and that service is for all purposes of these articles deemed to be a sufficient service of such notice or document on his or her personal representatives and all persons, if any, jointly interested with him or her in those shares.

17.5 Any notice sent by post is deemed to have been served on the second day following that on which the letter, envelope or wrapper containing the notice is posted, and in proving service it is sufficient to prove that the letter, envelope or wrapper containing the notice was properly addressed and put in a Canadian government post office, postage prepaid.

17.6 Notice of every general meeting must be given in any manner authorized above to

(a) every member holding a share or shares carrying the right to vote at such meetings on the record date or, if no record date was established by the directors, on the date of the meeting; and

(b) every person on whom the ownership of a share devolves because he or she is a legal personal representative or a trustee in bankruptcy of a member where the member but for his or her death or bankruptcy would be entitled to receive notice of the meeting.

I/We wish to be formed into a company with limited liability under the Company Act in pursuance of this memorandum.

1. The name of the company is [see note (a)] ".......................................".

2. The company is restricted from carrying on: [see note (b)] ........................... .

3. The company is restricted from exercising the following powers: [see note (c)] ............................... .

4. The authorized capital of the company consists of ............................... shares divided into ............................ shares with a par value of ......................... each and ......................... shares without par value. [see note (d)]

5. I/We agree to take the number [and kind] [and class] of shares in the company set opposite my/our name(s). [see notes (e) and (f)]

(b) List businesses the company is NOT to carry on. If no restrictions other than those provided by law apply (see Part 2), delete this paragraph.

(c) List powers the company is NOT to exercise. If no restrictions other than those provided by law are to apply (see Part 2), delete this paragraph.

(d) In paragraph 4 omit reference to shares without par value if there are only shares with par value; omit reference to shares with par value if there are only shares without par value. If the shares are of both kinds, see section 19 (3) as to their description.

(f) The provisions of the memorandum may only be altered to the extent and in the manner provided by Part 8.]

I/We wish to be formed into a specially limited company under the Company Act in pursuance of this memorandum.

1. The name of the company is "........................................ (Non-personal Liability)". [see note (a)]

2. The businesses that the company is permitted to carry on are restricted to the following: [see note (b)]

(a) exploring for, developing, mining, smelting, milling and refining minerals and coal;

3. The company is restricted from exercising the following powers: [see note (c)]

(a) to lend money to or guarantee the contract of any person or corporation, wherever incorporated;

(b) to raise or assist in raising money for, or to aid by way of bonus, loan, promise, endorsement, guarantee of debentures or other securities, or otherwise, any person or corporation, wheresoever incorporated.

4. The authorized capital of the company consists of ................................ shares divided into ................................ shares with a par value of .............................. each and ........................ shares without par value. [see note (d)]

5. I/We agree to take the number [and kind] [and class] of shares in the company set opposite my/our names.

(f) The provisions of the memorandum may only be altered to the extent and in the manner provided by Part 8.]

I,........................................................................................................... (Name and address of receiver or receiver manager)

[see note (a)] .............................................................................................................. (Property)

of [see note (b)] .......................................................................................................... (Name of corporation)

on [see note (c)] .......................................................................... [month, day, year]

of [see note (b)] .......................................................................................................... (Name of corporation)

on [see note (c)] .......................................................................... [month, day, year]

2. The instrument under which I was appointed is [see note (d)] .............. Dated ............................. [month, day, year]

Receiver or receiver manager ............................................................

(d) Insert particulars of the instrument or court order by which the appointment was made. If the appointment was made under a mortgage filed with the Registrar of Companies, particulars of that mortgage must also be given.]

I, ............................................................................ (Name of receiver) ceased to act as receiver

of property of [see note (a)] ........................................................................................

on [see note (b)] .......................................................................... [month, day, year]

I, ........................................................................... (Name of receiver manager) ceased to act as receiver manager

of [see note (a)] ..................................................................................................

on [see note (b)] .......................................................................... [month, day, year]

Dated .......................................................................... [month, day, year]

(b) Insert date the receiver or receiver manager ceased to act. Section 99 requires this notice to be filed within 7 days after ceasing to act.]

I, ..........................................................., receiver of property of ............................................... or receiver manager of [name of corporation] hereby inform you that I have completed my duties as receiver or receiver manager and certify that the final account of my administration, filed with this return, is true and correct.

Dated .......................................................................... [month, day, year]

(a) This form must be filed with the Registrar of Companies, Victoria, B.C., within 7 days after completion of the duties of the receiver or receiver manager.

I, ........................................... of .............................................. ceased to act as liquidator of the company referred to below on the date and for the reason stated below:

Name of company............................................................................................................................................

Date of cessation............................................................................................................................................

Reason for cessation............................................................................................................................................

Dated .......................................................................... [month, day, year]

[Note — Section 277 requires this form to be filed within 7 days after the liquidator ceases to act.]

Name of company............................................................................................................................................

Name and address of liquidator............................................................................................................................................

Appointed by [see note (a)]...............................................................................................................................

on [see note (b)] ................................................................................................................. [month, day, year]

I enclose with this notice [see note (c)] ...............................................................................................................

Dated .......................................................................... [month, day, year]

(Signature) ....................................................... Liquidator

(d) Section 283 requires this form to be filed within 10 days after the appointment of the liquidator.]

I, .................................., of ................................, liquidator of ...................................., hereby inform you that the final general meeting of the company was held on .......................... [month, day, year], and the account of the winding up filed herewith, showing how the winding up of the affairs of the company has been conducted and the property of the company has been disposed of, was laid before the meeting.

Dated .......................................................................... [month, day, year]

(Signature) ....................................................... Liquidator

[Note — Section 292 requires this return to be filed within 7 days after the final general meeting.]

I have been appointed liquidator of the extraprovincial company referred to below:

Name of company............................................................................................................................................

Name and address of liquidator............................................................................................................................................

Appointed by [see note (a)]...............................................................................................................................

on [see note (b)] ................................................................................. [month, day, year]

The proceedings to initiate the winding up of the company were [see note (c)] .................................

..............................................................................................................................................................

Dated .......................................................................... [month, day, year]

(Signature) ....................................................... Liquidator

(c) Insert short description of proceedings whereby the company is now in liquidation, giving the date the winding up commenced.]

The following ordinary resolution was passed by the company referred to below on the date stated:

Name of company ........................................................................................................

Date resolution passed ...................................................................... [month, day, year]

Resolution [see note (a)] ..............................................................................................

The following special resolution was passed by the company referred to below on the date stated:

Name of company ........................................................................................................

Date resolution passed ...................................................................... [month, day, year]

Resolution [see note (a)] ..............................................................................................

Notice by (b) ................................................. to (c) .................................................

Whereas on .................. [month, day, year] (b) ................................................, a company under the Company Act, made an offer to all the holders of (d) ................................................... shares in (a) ................................................. and whereas up to ............................ [month, day, year] being a date within 4 months of the date of the making of it, that offer was accepted by the holders of not less than 9/10 of the (d) ................................................. shares.

Now, therefore, (b) ................................................. under section 255 (2) of the Company Act, hereby gives you notice that it desires to acquire the (d) ................................................. shares in (a) ................................................. held by you and will acquire all your (d) ................................................. shares in (a) for the price and on the terms set out in the offer.

And further take notice that unless, on an application made to the court by you on or before ................ [month, day, year] being 2 months from the date of this notice, the court thinks fit to order otherwise, (b) ................................................. will be entitled and bound to acquire the (d) .................................... shares held by you in (a) ................................................. on the terms of the referred to above offer.

...........................................................................................................................................

(d) If the offer is limited to a certain class or classes of members, insert particulars of the shares.

Notice by (b) ................................................ to (c) .................................................

Whereas on .................. [month, day, year] (b) ................................................., a company under the Company Act, made an offer to all the holders of (d) ................................................. shares in (a) ................................................. and whereas up to ................ [month, day, year] being a date within 4 months of the date of the making of it, that offer was accepted by the holders of not less than 9/10 of the (d) ................................................. shares.

And whereas (b) ................................................. was by section 255 (2) entitled to give a notice of acquisition to you and it has not given that notice.

Now, therefore, (b) ...................................................., under section 255 (9) of the Company Act hereby gives you notice that you may, within 3 months after you have received this notice by giving notice to (b) ............................................... by registered mail addressed to (b) ...................................................... at (here insert an address of (b) in British Columbia) ........................................... require (b) ................................................. to acquire the (d) ................................................. shares held by you in (a) ................................................. on the terms of the offer referred to above.

Signature ............................................ for (b) ...................................................................

.................................................................................................................(State whether director, manager or secretary)

(d) If the offer is limited to a certain class or classes of members, insert particulars of the shares.

Item 1— Revocability of Proxy

State whether the person giving the proxy has the power to revoke it. If any right of revocation is limited or is subject to compliance with any formal procedure, briefly describe that limitation or procedure.

Item 2 — Persons Making the Solicitation

(a) If a solicitation is made by or on behalf of the management of a company, so state. Give the name of any director of the company who has informed the management in writing that he or she intends to oppose any action intended to be taken by the management and indicate the action that he or she intends to oppose.

(b) If a solicitation is made otherwise than by or on behalf of the management of the company, so state and give the name of the person by whom and on whose behalf it is made.

(c) If the solicitation is to be made otherwise than by mail, describe the method to be used. If the solicitation is to be made by specially engaged employees or soliciting agents, state

(i) the material features of any contract or arrangement for the solicitation and identify the parties to the contract or arrangement, and

(d) State the name of the person by whom the cost of soliciting has been or will be borne, directly or indirectly.

Item 3 — Interest of Certain Persons in Matters to Be Acted on

Give brief particulars of any substantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each of the following persons, in any matter to be acted on other than the election of directors or the appointment of auditors:

(a) if the solicitation is made by or on behalf of the management of the company, each person who has been a director or senior officer of the company at any time since the beginning of the last completed financial year of the company;

(b) if the solicitation is made otherwise than by or on behalf of the management of the company, each person on whose behalf, directly or indirectly, the solicitation is made;

1. The following persons are deemed to be persons by whom or on whose behalf the solicitation is made:

(a) any member of a committee or group that solicits proxies, and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly, takes the initiative in organizing, directing or financing that committee or group;

(b) any person who finances or joins with another to finance the solicitation of proxies, except a person who contributes not more than $250 and who is not otherwise a person by whom or on whose behalf the solicitation is made;

(c) any person who lends money, provides credit or enters into any other arrangements pursuant to any contract or understanding with a person by whom or on whose behalf a solicitation is made, for the purpose of financing or otherwise inducing the purchase, sale, holding or voting of securities of a company by a person by whom or on whose behalf the solicitation is made or by other persons in support of or in opposition to a person by whom or on whose behalf the solicitation is made; provided, however, that this paragraph does not include a bank or other lending institution or a broker or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities and who is not otherwise a person on whose behalf a solicitation is made.

2. The following persons are deemed not to be persons by whom or on whose behalf a solicitation is made:

(a) any person retained or employed by a person by whom or on whose behalf a solicitation is made to solicit proxies and who is not otherwise a person by whom or on whose behalf a solicitation is made or any person who merely transmits proxy soliciting material or performs ministerial or clerical duties;

(b) any person employed or retained by a person by whom or on whose behalf a solicitation is made in the capacity of lawyer, accountant or advertising, public relations or financial adviser, and whose activities are limited to the performance of his or her duties in the course of that employment or retainer;

(c) any person regularly employed as an officer or employee of the company or any of its affiliates who is not otherwise a person by whom or on whose behalf a solicitation is made;

(d) any officer or director of, or any person regularly employed by, any other person by whom or on whose behalf a solicitation is made, if that officer, director or employee is not otherwise a person by or on whose behalf a solicitation is made.

Item 4— Voting Shares and Principal Holders of Voting Shares

(a) Give particulars as to each class of shares of the company entitled to be voted at the meeting, the number of shares outstanding of each class, and the number of votes to which each share of each class is entitled.

(b) Give the record date as of which the members entitled to vote at the meeting will be determined, and if the right to vote is not limited to members of record as of a specified record date, indicate the conditions under which members are entitled to vote.

(c) If action is to be taken with respect to the election of directors and the members or any class of members have the right to elect a specified number of directors or have cumulative or similar voting rights, include a statement of those rights and state briefly the conditions precedent, if any, to the exercise of those rights.

(d) If, to the knowledge of the directors or senior officers of the company, any person beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all shares of the company carrying the right to vote in all circumstances, name each person, state the approximate number of those shares beneficially owned, directly or indirectly, by each of those persons and the percentage of outstanding shares of the company carrying the right to vote in all circumstances represented by the number of shares so owned.

Item 5 — Election of Directors

(a) If directors are to be elected, provide the following information, in tabular form to the extent practicable, with respect to each person proposed by the management to be nominated for election as a director and each other person whose term of office as a director will continue after the meeting:

(i) name each of those persons, state the country in which he or she is ordinarily resident, state when the person's term of office or the term of office for which he or she is a proposed nominee will expire, and all other positions and offices with the company presently held by him or her, and indicate which of those persons are proposed nominees for election as directors at the meeting;

(ii) state the present principal occupation or employment of each of those persons, giving the name and principal business of any company or other organization in which the employment is carried on; and provide similar information as to all of the principal occupations or employments of each of those persons within the 5 preceding years, unless he or she is now a director and was elected to his or her present term of office by a vote of members at a meeting, the notice of which was accompanied by an information circular;

(iii) if any of those persons is or has been a director of the company, state the period or periods during which he or she has served as a director;

(iv) state, as of the most recent practicable date, the approximate number of shares of each class of shares of the company or of a subsidiary of the company carrying the right to vote in all circumstances beneficially owned, directly or indirectly, by each of those persons;

(v) if more than 10% of the voting rights attached to all shares of the company or of a subsidiary of the company carrying the right to vote in all circumstances are beneficially owned, directly or indirectly, by any proposed nominee and his or her associates, state the approximate number of each class of those shares beneficially owned by those associates, naming each associate whose shareholdings are substantial.

(b) If any proposed nominee for election as a director is to be elected pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the company acting solely in that capacity, name that other person and describe briefly the arrangement or understanding.

(c) If directors are to be elected, provide the date and place or places in which advance notice of the meeting has been published under section 111 of the Company Act.

Item 6 — Material Received From Members

(a) If a meeting is convened as a result of a requisition under section 147of the Act and if the members requisitioning the meeting have provided to the company the statement referred to in section 156 (a) of the Act, reproduce the statement.

(b) If the members have submitted a nomination for director in accordance with section 156 (b) and provided the information required by items 5, 7 and 8, reproduce the information.

Item 7 — Remuneration of Management and Others

(ii) any bonus, profit sharing or other remuneration plan, contract or arrangement in which any director or proposed nominee for election as director or senior officer of the company will participate,

(iii) any pension or retirement plan of the company in which any of those persons will participate, or

(iv) the granting or extension to any of those persons of any options, warrants or rights to purchase any shares, other than warrants or rights issued to members as such, or to members, as such, resident in Canada on a pro rata basis;

provide the information required by paragraphs (b), (c), (d), (e) and (f) of this item, in tabular form if practicable, provided that if the solicitation is made by or on behalf of a person other than the management of the company, the information required by this item need be provided only as to proposed nominees of the person for election as directors and to their associates.

(b) State the aggregate direct remuneration paid or payable by the company and its subsidiaries whose financial statements are consolidated with those of the company to the directors and the senior officers of the company and, as a separate amount the aggregate direct remuneration paid or payable to those directors and senior officers by the subsidiaries of the company whose financial statements are not consolidated with those of the company.

1. Do not include the remuneration paid or payable to a partnership in which any person in receipt of remuneration was a partner (see item 8).

2. The information called for by paragraphs (b), (c) and (d) of this item may be given for all directors and senior officers as a group, without naming them.

(c) State the estimated aggregate cost to the company and its subsidiaries in the last completed financial year of all pension benefits proposed to be paid under any normal pension plan in the event of retirement at normall retirement age, directly or indirectly, by the company or any of its subsidiaries to the persons mentioned in paragraph (b) or, in the alternative, the estimated aggregate amount of all the pension benefits proposed to be paid in the event of retirement at normal retirement age, directly or indirectly, by the company or any of its subsidiaries to the persons mentioned in paragraph (b).

(d) State the aggregate of all remuneration payments (other than payments of the type required to be reported under paragraph (b) or (c) made during the company's last completed financial year and, as a separate amount, proposed to be made in the future, directly or indirectly, by the company or any of its subsidiaries pursuant to any existing plan or arrangement to each person referred to in paragraph (b), provided that information need not be included as to payments to be made for, or benefits to be received from group life or accident insurance, group hospitalization or similar group benefits or payments.

1. The word "plan" in paragraph (d) indicates all plans, contracts, authorizations or arrangements, whether or not contained in any formal document or authorized by any resolution of the directors of the company or its subsidiaries, but does not include the Canada Pension Plan or any government plan similar to it.

2. In paragraph (d), if it is impracticable to state the amount of remuneration payments proposed to be made, the aggregate amount set aside and accrued to date in respect of the payments must be stated, together with an explanation on the basis of future payments.

3. In giving information as to aggregate remuneration payments under paragraph (d) of this item include any payments made or proposed to be made with respect to deferred compensation benefits, retirement benefits or other benefits, except for those amounts as were paid or would be paid under the normal pension plan of the company and its subsidiaries.

(e) State as to all options to purchase securities of the company or any of its subsidiaries that, since the beginning of the company's last completed financial year, were granted to or exercised by all the persons mentioned in paragraph (b) as a group, without naming them, the following particulars:

(b) the dates of grant, the prices, expiration dates and other material provisions;

(d) if reasonably ascertainable, a summary showing the price range of the securities in the 30 day period preceding the date of grant and, if not reasonably ascertainable, a statement to that effect;

(c) where reasonably ascertainable, a summary showing the price range of the securities in the 30 day period preceding the date of purchase and, if not reasonably ascertainable, a statement to that effect.

1. The word "options" as used in paragraph (e) includes all options, warrants or rights other than those issued to all members of the same class or to all members of the same class resident in Canada on a pro rata basis.

2. The extension of options is deemed to be a granting of options within the meaning of paragraph (e).

3. The information regarding the option price of the securities may be given in the form of price ranges for each calendar quarter during which options were granted or exercised.

4. If the price of the securities is not meaningful, it is permissible to state instead of the price the formula by which the price of the securities under option will be determined.

who is or has been indebted to the company or its subsidiaries at any time since the beginning of the last completed financial year of the company, state the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and of the transaction in which it was incurred, the amount of it outstanding as of the latest practicable date and the rate of interest paid or charged on it.

1. It is not necessary in the determination of the amount of indebtedness to include amounts due from the particular person for purchases subject to usual trade terms, for ordinary travel and expense advances, and for other similartransactions.

2. This information need not be provided for any person whose aggregate indebtedness did not exceed $5 000 at any time during the period specified.

3. This information need not be provided with respect to indebtedness owed by any person arising under any plan or arrangement whereby options, warrants or other rights have been given to the person to acquire securities of the company if the plan or arrangement has been disclosed in any previous information circular.

Item 8 — Interest of Management and Others in Material Transaction

Describe briefly, and if practicable state the approximate amount, of any material interest, direct or indirect, of any of the following persons in any transaction since the beginning of the company's last completed financial year or in any proposed transaction which, in either case, has materially affected or will materially affect the company or any of its subsidiaries:

(d) any associate or affiliate of any of the persons referred to in paragraphs (a) to (c) of this item.

1. Give a brief description of the material transaction, the name and address of each person whose interest in any transaction is described, and the nature of the relationship by reason of which the interest is required to be described.

2. As to any transaction involving the purchase or sale of assets by or to the company or any subsidiary, otherwise than in the ordinary course of business, state the cost of the assets to the purchaser and the cost of the assets to the seller if acquired by the seller within 2 years prior to the transaction.

3. This item does not apply to any interest arising from the ownership of shares of the company if the member receives no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of shares or all holders of the same class of shares who are resident in Canada.

4. Information should be included as to any material underwriting discounts or commissions on the sale of securities by the company where any of the specified persons was or is to be an underwriter who was or is to be in contractual relationship with respect to securities of the company or is an associate, affiliate or partner of a person, or partnership that was, is or is to be such an underwriter. Information need not be given concerning ordinary management fees paid by underwriters to a managing underwriter pursuant to an agreement among underwriters, the parties to which do not include the company or its affiliates.

5. No information need be given in answer to this item as to any transaction or any interest in it where

(a) the rates or charges involved in the transaction are fixed by law or determined by competitive bids;

(b) the interest of the specified person in the transaction is solely that of the director of another company that is a party to the transaction;

(c) the transaction involves services as a chartered bank or other depository of funds, transfer agent, registrar, trustee under a trust indenture or other similar services;

(d) the transaction does not involve remuneration for services, directly or indirectly, and

(i) the interest of the specified person arose from the beneficial ownership, direct or indirect, of less than 10% of any class of shares that carry the right to vote in all circumstances of another company that is a party to the transaction;

(ii) the transaction is in the ordinary course of business of the company or its subsidiaries; and

(iii) the amount of the transaction or series of transactions is less than 10% of the total sales or purchases, as the case may be, of the company and its subsidiaries for the last completed financial year.

6. Information must be provided in answer to this item with respect to transactions not excluded above that involve remuneration, directly or indirectly, to any of the specified persons for services in any capacity unless the interest of the person arises solely from the beneficial ownership, direct or indirect, of less than 10% of any class of shares that carry the right to vote in all circumstances of another company providing the services to the company or its subsidiaries.

7. This item does not require the disclosure of any interest in any transaction unless that interest and transaction are material.

Item 9 — Appointment of Auditors

If action is to be taken with respect to the appointment of auditors, name the auditors and, if appointed within the preceding 5 years, the date when they were first appointed.

Item 10 — Management Contracts

If management functions of the company or a subsidiary are to any substantial degree performed by a person other than the directors or senior officers of the company or subsidiary,

(a) give details of the agreement or arrangement under which the functions are performed, including the name and address of any person who is a party to the agreement or arrangement or who is responsible for performing the functions;

(b) give the names and addresses of the insiders of any company with which the company or subsidiary has any such agreement or arrangement;

(c) with respect to any person named in answer to paragraph (a), state the amounts paid or payable by the company and its subsidiaries to that person since the beginning of the company's last completed financial year and give particulars with respect to it; and

(d) with respect to any person named in answer to paragraph (a) or (b) of this item or their associates or affiliates, give particulars of

(i) any indebtedness of that person to the company or its subsidiaries that was outstanding; and

(ii) any transaction or arrangement of that person with the company or subsidiary at any time since the beginning of the company's last completed financial year.

1. In giving the information called for by this item, it is not necessary to refer to any matter that in all the circumstances is of relative insignificance.

2. In giving particulars of indebtedness state the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and of the transaction in which it was incurred, the amount presently outstanding, and the rate of interest paid or charged on it.

3. It is not necessary in the determination of the amount of indebtedness to include amounts due from the particular person for purchases subject to usual trade terms, for ordinary travelling and expense advances, and for other similar transactions.

Item 11 — Particulars of Other Matters to Be Acted on

If action is to be taken on any matter to be submitted to the meeting of members other than the approval of financial statements, the substance of each such matter, or related groups of matters, should be briefly described, except to the extent described pursuant to items 1 to 10, in sufficient detail to permit shareholders to form a reasoned judgment concerning the matter. Without limiting the above, these matters include alterations of share capital, amendments to the company's memorandum, property, acquisitions or dispositions, amalgamations or reorganizations. If the matter is one that is not required to be submitted to a vote of members, the reasons for submitting it to members should be given and a statement should be made as to what action is intended to be taken by management in the event of a negative vote by the members.

Fees

1	For incorporation, amalgamation or restoration of a company	$300
2	For registration, amalgamation or restoration of an extraprovincial company or a limited liability company	$300
3	For conversion of a specially limited or special Act company to a British Columbia company	$100
4	For filing an annual report	$35
5	For changing the name of a company or registering a change of name of an extraprovincial company or a limited liability company	$100
6	For a certificate of true copy or extract	$25
7	For each search conducted through the B.C. OnLine information service using a person's own computer terminal	$7*
8	For each search conducted by a person using a computer terminal provided by the government	$8*
9	For each search conducted by government personnel	$10
10	For a copy of or extract from any document, for every page or part of a page	50¢
11	For continuation into British Columbia or continuation out of British Columbia	$300
12	For pre-vetting of documents to be filed with the registrar	$100
13	For the search of a maximum of 3 names on application for approval or reservation of a name. The fee will not be refunded if a name is not approved	$30*
14	For filing a resolution to alter the articles or memorandum of a company	$100
15	For filing any document for which there is no other fee, the fee for each document	$20
16	For a priority service when offered	$100
17	For filing a compromise or arrangement	$100

* In addition to a fee marked by an asterisk, a further operator fee of $1.50, plus any G.S.T. applicable to the operator fee, may be charged for any transaction done by electronic means from a location outside a government office or at a government office by a person who is not a government employee.

(a)	to issue a new certificate in exchange for a defaced or worn out certificate or to replace a lost or destroyed certificate under section 54 of the Company Act, per new certificate......................................................	$1;
(b)	to issue new certificates in exchange for an existing certificate under section 50 of the Company Act, per new certificate............................................	$1.

Full Name(s), Resident Address(es) and Occupation(s) of Subscriber(s)	Number (and Kind) (and Class) of Shares Taken by Subscriber(s)
........................................................................ Total shares taken .......................................

Full Name(s), Resident Address(es) and Occupation(s) of Subscriber(s)	Number (and Kind) (and Class) of Shares Taken by Subscriber(s)
........................................................................ Total shares taken .......................................