Number: BC1559985 CERTIFICATE OF CHANGE OF NAME BUSINESS CORPORATIONS ACT I Hereby Certify that 1559985 B.C. LTD. changed its name to BROOKFIELD BUSINESS CORPORATION on March 27, 2026 at 12:02 AM Pacific Time. Issued under my hand at Victoria, British Columbia On March 27, 2026 KERRY TAYLOR Registrar of Companies Province of British Columbia Canada ELECTRONIC CERTIFICATE

Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Notice of Articles BUSINESS CORPORATIONS ACT CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies KERRY TAYLOR This Notice of Articles was issued by the Registrar on: March 27, 2026 12:02 AM Pacific Time Incorporation Number: BC1559985 Recognition Date and Time: Incorporated on October 10, 2025 02:59 PM Pacific Time NOTICE OF ARTICLES Name of Company: BROOKFIELD BUSINESS CORPORATION REGISTERED OFFICE INFORMATION Mailing Address: 1055 WEST GEORGIA STREET 1500 ROYAL CENTRE, P.O. BOX 11117 VANCOUVER BC V6E 4N7 CANADA Delivery Address: 1055 WEST GEORGIA STREET 1500 ROYAL CENTRE, P.O. BOX 11117 VANCOUVER BC V6E 4N7 CANADA RECORDS OFFICE INFORMATION Mailing Address: 1055 WEST GEORGIA STREET 1500 ROYAL CENTRE, P.O. BOX 11117 VANCOUVER BC V6E 4N7 CANADA Delivery Address: 1055 WEST GEORGIA STREET 1500 ROYAL CENTRE, P.O. BOX 11117 VANCOUVER BC V6E 4N7 CANADA Page: 1 of 4

DIRECTOR INFORMATION Last Name, First Name, Middle Name: Girsky, Stephen Mailing Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Delivery Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Herkes, Anne Ruth Mailing Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Delivery Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Court, David Mailing Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Delivery Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Blidner, Jeffrey M. Mailing Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Delivery Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Lacey, John Mailing Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Delivery Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Mackenzie, Don Mailing Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Delivery Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Page: 2 of 4

Last Name, First Name, Middle Name: Zuccotti, Patricia Mailing Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Delivery Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Warren, Michael Mailing Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Delivery Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Hamill, David Mailing Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Delivery Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Madon, Cyrus Mailing Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA Delivery Address: 181 BAY STREET, SUITE 100 TORONTO ON M5J 2T3 CANADA AUTHORIZED SHARE STRUCTURE 1. No Maximum Class A Subordinate Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 2. No Maximum Class B Multiple Voting Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 3. No Maximum Special Non-Voting Incentive Shares Without Par Value With Special Rights or Restrictions attached Page: 3 of 4

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 4. No Maximum Class A Preferred Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Page: 4 of 4

Name Change of the Company was approved by resolution of the directors on March 16, 2026, filed with BC Registry on March 18, 2026 with effect on March 27, 2026 @ 12:02AM Pacific Time.

1.1           In these Articles, unless the context otherwise requires:

(a)            “Accrued Incentive Amounts” has the meaning provided in §28.4;

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

(c)            “affiliate” means with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;

(d)            “Applied Incentive Amount” has the meaning provided in §28.10;

(e)            “BBU” means Brookfield Business Partners L.P., a Bermuda exempted limited partnership, and is deemed to refer to all successors, including, without limitation, by operation of Law;

(f)            “BBU Unit” means a limited partnership interest in BBU representing a fractional part of all the limited partner interests in BBU;

(g)           “Bid” has the meaning provided in §28.5

(h)           “BN” means Brookfield Corporation, a corporation existing under the Laws of the Province of Ontario, and is deemed to refer to all successors, including, without limitation, by operation of Law;

(i)             “board of directors”, “directors” and “board” mean the directors or sole director of the Company as applicable;

(j)             “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, United States of America or Toronto, Ontario, Canada are authorized or required by Law to close;

(k)            “Class A Preferred Share” means a class A preferred share of the Company;

(l)             “Class A Share” means a class A subordinate voting share of the Company;

(m)           “Class A Shareholder” means a holder of a Class A Share;

(n)            “Class B Share” means a class B multiple voting share of the Company;

(o)            “Class B Shareholder” means a holder of a Class B Share;

(p)            “Company” means ~~1559985 B.C. Ltd.;~~ Brookfield Business Corporation

(q)            “Control” means the control by one Person of another Person in accordance with the following: a Person (“A”) controls another Person (“B”) where A has the power to determine the management and policies of B by contract or status (for example, the status of A being the general partner of B) or by virtue of the beneficial ownership of or control over a majority of the voting interests in B; and, for certainty and without limitation, if A owns or has control over shares or other securities to which are attached more than 50% of the votes permitted to be cast in the election of directors of the Governing Body of B or A is the general partner of B, a limited partnership, then in each case A controls B for this purpose;

(r)             “Equivalent Security” means any Security (as such term is defined in the Master Services Agreement) that is determined by the board to be the economic equivalent of a Class A Share;

(s)            “Governing Body” means (i) with respect to a corporation or limited company, the board of directors of such corporation or limited company, (ii) with respect to a limited liability company, the manager(s), director(s) or managing partner(s) of such limited liability company, (iii) with respect to a partnership, the board, committee or other body of each general partner or managing partner of such partnership, respectively, that serves a similar function (or if any such general partner is itself a partnership, the board, committee or other body of such general or managing partner’s general or managing partner that serves a similar function), and (iv) with respect to any other Person, the body of such Person that serves a similar function, and in the case of each of (i) through (iv) includes any committee or other subdivision of such body and any Person to whom such body has delegated any power or authority, including any officer or managing director;

(t)             “Holding Entity” has the meaning ascribed to such term in the Master Services Agreement;

(u)            “Holding LP LPA” means the limited partnership agreement of Brookfield Business L.P., as amended from time to time;

(v)            “IDT Adjustment Event” has the meaning provided in §28.5;

(w)           “Incentive Distribution Account” has the meaning provided in §28.9;

(x)            “Incentive Dividend Amount” for a Quarter means an amount equal to (A) 0.20 multiplied by the amount, if any, by which (i) the Quarterly Market Value for such Quarter exceeds (ii) the Incentive Dividend Threshold for such Quarter multiplied by (B) the aggregate number of Class A Shares and Equivalent Securities issued and outstanding on the last Business Day of such Quarter;

(y)            “Incentive Dividend Threshold” means (i) for the Quarter in which the Listing Date occurs the Incentive Dividend Threshold on the first Business Day of such Quarter as determined in accordance with the Holding LP LPA, and (ii) for each subsequent Quarter thereafter, such higher number, if any, resulting from the Reset Calculation for such Quarter, in each case subject to adjustment from time to time in accordance with §28.5;

(z)            “Incentive Dividends” has the meaning provided in §28.2;

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

(bb)          “Invested Capital” means, on any particular date, the amount of capital contributed (directly or indirectly and either as debt or equity) to an Operating Entity or Holding Entity prior to such date;

(cc)          “Laws” means all federal, provincial, state, municipal, regional and local laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, certificates, ordinances, judgments, injunctions, determinations, awards, decrees, legally binding codes, policies or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any governmental entity, and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are binding upon or applicable to such Person or its assets;

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

(ee)          “Liquidation Event” has the meaning provided in §26.10;

(ff)           “Listing Date” means the date on which the Class A Shares first commence trading on a stock exchange;

(gg)          “Market Value of a Class A Share” means, as of a specified date, the volume-weighted average trading price of the Class A Shares on the Principal Exchange for the five (5) trading days preceding such date;

(hh)          “Master Services Agreement” means the master services agreement of the Company entered into between those Persons who receive services and those Persons appointed to act as service providers pursuant to such agreement;

(ii)            “Operating Entities” has the meaning ascribed to such term in the Master Services Agreement;

(jj)            “Person” means any natural person, partnership, limited partnership, limited liability partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), limited liability corporation, unlimited liability company, joint stock company, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, governmental entity or other entity however designated or constituted and pronouns have a similarly extended meaning;

(kk)          “Principal Exchange” means (i) prior to the Listing Date, the principal stock exchange or public quotation system on which the BBU Units are listed, and (ii) from and after the Listing Date, the principal stock exchange or public quotation system on which the Class A Shares are listed;

(ll)            “Quarter” means a calendar quarter ending on the last day of March, June, September or December;

(i)             for the Quarter in which the Listing Date occurs, the volume-weighted average trading price of a BBU Unit (in respect of the period in such Quarter prior to the Listing Date) and a Class A Share (in respect of the period in such Quarter from and after the Listing Date) on the applicable Principal Exchange for all of the trading days in such Quarter; and

(ii)            for each Quarter thereafter, the volume-weighted average trading price of a Class A Share on the Principal Exchange for all of the trading days in such Quarter on which Class A Shares traded;

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

(oo)         “Regular Quarterly Dividend” means the amount set by the board of directors, from time to time, as the regular quarterly dividend to be declared and paid on each Class A Share;

(pp)         “Reset Calculation” has the meaning provided in §28.3;

(qq)         “Securities Transfer Act” means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto;

(rr)           “share” means a share in the share structure of the Company;

(ss)         “special majority” means the number of votes described in §11.2 which is required to pass a special resolution;

(tt)           “Special Share” means a special non-voting incentive share of the Company;

(uu)         “Special Shareholder” means a holder of a Special Share;

(vv)         “Transfer” means any sale, assignment, surrender, gift or transfer of ownership of, the granting or foreclosure of a pledge, mortgage, charge, security interest, hypothecation or other encumbrance, whether voluntary, involuntary, by operation of law or otherwise, or the entry into of any contract, option or other arrangement or understanding with respect to the foregoing; and

(ww)       “Underlying Incentive Distributions” has the meaning provided in §28.9.

1.2           The definitions in the Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and except as the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Act will prevail. If there is a conflict or inconsistency between these Articles and the Act, the Act will prevail.

1.3           Whenever any payment to be made or action to be taken hereunder is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next following day that is a Business Day.

1.4           Except where otherwise expressly provided herein, all amounts are stated in U.S. currency.

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

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

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

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

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

(a)           cancel the share certificate or acknowledgment; and

(b)           issue a replacement share certificate or acknowledgment.

2.6           If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, the Company must issue a replacement share certificate or acknowledgment, as the case may be, to the person entitled to that share certificate or acknowledgment, if it receives:

(a)           proof satisfactory to it of the loss, theft or destruction; and

(b)           any indemnity the directors consider adequate.

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

2.8           There must be paid to the Company, in relation to the issue of any share certificate under §2.5, §2.6 or §2.7, the amount, if any, not exceeding the amount prescribed under the Act, determined by the directors.

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

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

3.2           The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person’s purchase or agreement to purchase shares of the Company from the Company or any other person’s procurement or agreement to procure purchasers for shares of the Company.

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

3.4           Except as provided for by the Act, no share may be issued until it is fully paid. A share is fully paid when:

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

(i)             past services performed for the Company;

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

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

4.1           As required by and subject to the Act, the Company must maintain a central securities register and may appoint an agent to maintain such register. The directors may appoint one or more agents, including the agent appointed to keep the central securities register, as transfer agent for shares or any class or series of shares and the same or another agent as registrar for shares or such class or series of shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place. If the directors designate a location outside British Columbia as the location at which the company maintains its central securities register, the central securities register must be available for inspection and copying in accordance with the Act at a location inside British Columbia by means of a computer terminal or other electronic technology.

5.1           Subject to Part 24, Section 27.13 of the Act and the Securities Transfer Act, a transfer of a share must not be registered unless:

(a)           the Company or the transfer agent or registrar for the class or series of shares to be transferred has received:

(i)             in the case where the Company has issued a share certificate in respect of the share to be transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

(ii)            in the case of a share that is not represented by a share certificate (including an uncertificated share within the meaning of the Act and including the case where the Company has issued a non-transferable written acknowledgement of the shareholder's right to obtain a share certificate in respect of the share to be transferred), a written instrument of transfer, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and

(iii)           such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of shares to be transferred may require to prove the title of the transferor or the transferor's right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser; or

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

5.2           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 of that class or series or in any other form satisfactory to the Company or the transfer agent for the class or series of shares to be transferred.

5.3           Except to the extent that the Act otherwise provides, the transferor of a share is deemed to remain the holder of it until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

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

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

(b)           if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5           Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares transferred, of any interest in such shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

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

6.1           In case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder’s name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the Company shall receive the documentation required by the Act.

6.2           The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Act and the directors have been deposited with the Company. This §6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the name of the shareholder and the name of another person in joint tenancy.

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

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

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

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

7.3           The Company may, without prior notice to the holders, purchase, redeem or otherwise acquire for fair value any and all outstanding share fractions of any class or kind of shares in its authorized share structure as may exist at any time and from time to time. Upon the Company delivering the purchase funds and confirmation of purchase or redemption of the share fractions to the holders’ registered or last known address, or if the Company has a transfer agent then to such agent for the benefit of and forwarding to such holders, the Company shall thereupon amend its central securities register to reflect the purchase or redemption of such share fractions and if the Company has a transfer agent, shall direct the transfer agent to amend the central securities register accordingly.

8.1           The Company, if authorized by the directors, may:

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

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

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

(d)           mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9.1           Subject to §9.2, the special rights or restrictions attached to the shares of any class or series of shares and the Act, the Company may by ordinary resolution (or a resolution of the directors in the case of §9.1(c) or §9.1(f)):

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

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

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

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

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

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

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

(g)           otherwise alter its shares or authorized share structure when required or permitted to do so by the Act where it does not specify by a special resolution;

9.2           Subject to the Act and in particular those provisions of the Act relating to the rights of holders of outstanding shares to vote if their rights are prejudiced or interfered with, the Company may by ordinary resolution:

(a)           create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class of shares, whether or not any or all of those shares have been issued; or

(b)           vary or delete any special rights or restrictions attached to the shares of any class of shares, whether or not any or all of those shares have been issued,

9.3           The Company may by directors resolution authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.

9.4           If the Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

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

10.2        If all the shareholders who are entitled to vote at an annual general meeting consent in writing by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this §10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting. A unanimous resolution passed in writing under this §10.2 may be by signed document, fax, email or any other method of transmitting legibly recorded messages. Any electronic signature on a unanimous resolution, whether digital or encrypted, shall be deemed to have the same force and effect as a manual signature. A unanimous resolution in writing may be in two or more counterparts which together are deemed to constitute one unanimous resolution in writing.

10.3        The directors may, at any time, call a meeting of shareholders.

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

(a)           if the Company is a public company, 21 days;

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

(a)           if the Company is a public company, 21 days;

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

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

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

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

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

(b)           if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(i)             at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(ii)            during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10.9         In addition to any location in British Columbia, any general meeting may be held in any location outside British Columbia approved by a resolution of the directors, or if so approved by a resolution of the directors, any general meeting may be held entirely by means of an electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other to the extent permitted by the Act.

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

(a)           at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

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

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

(ii)            consideration of any financial statements of the Company presented to the meeting;

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

(iv)           the setting or changing of the number of directors;

(v)            the election or appointment of directors;

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

(viii)         business arising out of a report of the directors not requiring the passing of a special resolution; and

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

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

11.3         The number of votes required for the Company to pass an ordinary resolution at a general meeting of shareholders is a majority of the votes cast on the resolution.

11.4        Subject to the special rights or restrictions attached to the shares of any class or series of shares, and to §11.6, the quorum for the transaction of business at a meeting of shareholders is at least two shareholders who, whether present in person or represented by proxy, in the aggregate, hold at least 25% of the votes attached to the shares entitled to be voted at the meeting.

11.5        Where a separate vote by a class or series or classes or series is required, the quorum for that matter is at least two shareholders who, whether present in person or represented by proxy, in the aggregate, hold at least 25% of the votes attached to the shares of such class or series or classes or series entitled to vote on that matter.

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

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

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

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

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

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

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

(b)           in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place specified in the notice calling the meeting unless otherwise determined by an ordinary resolutions of those shareholders present and for which notification is provided to all shareholders entitled to attend such meeting.

11.10      If, at the meeting to which the meeting referred to in §11.9(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy one or more shareholders, entitled to attend and vote at the meeting shall be deemed to constitute a quorum.

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

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

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

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

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

11.15       Subject to the Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

11.16       The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under §11.15, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.17       No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

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

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

(i)             at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(ii)            in the manner, at the time and at the place that the chair of the meeting directs;

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

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

11.21       In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and the determination of the chair made in good faith is final and conclusive.

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

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

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

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

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

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

(b)           on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

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

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

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

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

12.4         Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of §12.3, deemed to be joint shareholders registered in respect of that share.

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

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

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

(ii)             at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting;

(b)           if a representative is appointed under this §12.5:

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

(ii)            the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

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

12.6        If and for so long as the Company is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, then §12.7 to §12.15 are not mandatory, however the directors of the Company are authorized to apply all or part of such sections or to adopt alternative procedures for proxy form, deposit and revocation procedures to the extent that the directors deem necessary in order to comply with securities laws applicable to the Company.

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

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

12.9         A proxy holder need not be a shareholder of the Company.

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

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

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages, including through Internet or telephone voting or by email, if permitted by the notice calling the meeting or the information circular for the meeting.

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

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

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

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

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

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

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

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

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

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

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

(b)           if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under §12.5.

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

13.1         The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Act. The number of directors, excluding additional directors appointed under §14.8, is set at:

(a)           subject to §(b) and §(c), the number of directors that is equal to the number of the Company’s first directors;

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

(i)             the number of directors set by a resolution of the directors (whether or not previous notice of the resolution was given); and

(ii)            the number of directors in office pursuant to §14.4;

(i)             the number of directors set by a resolution of the directors (whether or not previous notice of the resolution was given); and

(ii)            the number of directors in office pursuant to §14.4.

13.2        If the number of directors is set under §13.1(b)(i) or §13.1(c)(i), subject to any restrictions in the Act and to §14.8, the board of directors may appoint the directors needed to fill any vacancies in the board of directors up to that number.

13.3         An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

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

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

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

13.7         If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, he or she may be paid remuneration fixed by the directors, or at the option of the directors, fixed by ordinary resolution, and such remuneration will be in addition to any other remuneration that he or she may be entitled to receive.

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

14.1         At every annual general meeting and in every unanimous resolution contemplated by §10.2:

(a)           the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

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

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

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

(b)           that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(a)           the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by §10.2, on or before the date by which the annual general meeting is required to be held under the Act; or

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

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

(d)           when he or she otherwise ceases to hold office under the Act or these Articles.

14.4         If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles but their term of office shall expire no later than the date on which new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

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

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

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

14.8        Notwithstanding §13.1, §13.2, and §14.1, between annual general meetings or by unanimous resolutions contemplated by §10.2, the directors may appoint one or more additional directors but the number of additional directors appointed under this §14.8 must not at any time exceed one-third of the number of the current directors who were elected or appointed as directors other than under this §14.8. Any director so appointed ceases to hold office immediately before the next election or appointment of directors under §14.1(a), but is eligible for re-election or reappointment.

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

(d)           the director is removed from office pursuant to §14.10 or §14.11.

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

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

(a)           Subject only to the Act, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting):

(i)             by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice of meeting;

(ii)            by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act; or

(iii)           by any person (a “Nominating Shareholder”) (A) who, at the close of business on the date of the giving of the notice provided for below in this §14.12 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (B) who complies with the notice procedures set forth below in this §14.12.

(b)           In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must be given:

(i)             timely notice thereof in proper written form to an officer of the Company of the Company at the principal executive offices of the Company in accordance with this §14.12 and

(ii)            the representation and agreement with respect to each candidate for nomination as required by, and within the time period specified in §14.12(c).

(c)           To be timely under §14.12(b)(i), a Nominating Shareholder’s notice to an officer of the Company, being either the Chief Executive Officer, the Chief Financial Officer, or the Corporate Secretary (singularly, “an officer of the Company”), must be made:

(i)             in the case of an annual meeting of shareholders, not less than 40 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the tenth (10th) day following the Notice Date; and

(ii)            in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

(iii)           Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this §14.12(c).

(d)           To be in proper written form, a Nominating Shareholder’s notice to an officer of the Company, under §14.12(b) must set forth:

(i)             as to each person whom the Nominating Shareholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, (D) a statement as to whether such person would be “independent” of the Company (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time and, if applicable, the listing standards of the securities exchange(s) on which the Class A Shares may then be listed) if elected as a director at such meeting and the reasons and basis for such determination and (E) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and

(ii)           as to the Nominating Shareholder giving the notice, (A) any information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws, and (B) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice.

(e)           No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this §14.12; provided, however, that nothing in this §14.12 shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

(i)           “Applicable Securities Laws” means the Securities Act (British Columbia) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each of the applicable provinces and territories of Canada;

(ii)           “Associate”, when used to indicate a relationship with a specified person, shall mean (A) any corporation or trust of which such person owns beneficially, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such corporation or trust for the time being outstanding, (B) any partner of that person, (C) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (D) a spouse of such specified person, (E) any person of either sex with whom such specified person is living in conjugal relationship outside marriage or (F) any relative of such specified person or of a person mentioned in clauses (D) or (E) of this definition if that relative has the same residence as the specified person;

(iii)           “Derivatives Contract” shall mean a contract between two parties (the “Receiving Party” and the “Counterparty”) that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of shares in the capital of the Company or securities convertible into such shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the “Notional Securities”), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, shares in the capital of the Company or securities convertible into such shares or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts;

(iv)           “Meeting of Shareholders” shall mean such annual shareholders meeting or special shareholders meeting, whether general or not, at which one or more persons are nominated for election to the board by a Nominating Shareholder;

(v)            “owned beneficially” or “owns beneficially” means, in connection with the ownership of shares in the capital of the Company by a person, (A) any such shares as to which such person or any of such person’s affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (B) any such shares as to which such person or any of such person’s affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (C) any such shares which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person’s affiliates or Associates is a Receiving Party; provided, however that the number of shares that a person owns beneficially pursuant to this clause (C) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate; and (D) any such shares which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities; and

(vi)           “public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company or its agents under its profile on the System of Electronic Document Analysis and Retrieval at www.sedarplus.ca.

(g)           Notwithstanding any other provision to this §14.12, notice or any delivery given to an officer of the Company pursuant to this §14.12 may only be given by personal delivery, facsimile transmission, email or other electronic transmission method made available by the Company, and shall be deemed to have been given and made only at the time it is served by personal delivery, email, electronic transmission or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to an officer of the Company at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is a not a Business Day or later than 5:00 p.m. (Toronto time) on a day which is a Business Day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a Business Day.

14.13      In no event shall any adjournment or postponement of a Meeting of Shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described in §14.12(c).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i)             neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(ii)             neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(iii)           the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

17.4         Meetings of directors may be held at any place within or outside of Canada, or if so approved by all of the directors, such meeting may be held entirely by means of an electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other to the extent permitted by the Act.

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

(b)           by telephone or by other communications medium if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other.

A director who participates in a meeting in a manner contemplated by this §17.5 is deemed for all purposes of the Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

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

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

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

(a)           the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

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

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

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

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

17.12       Subject to the Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

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

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

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

A consent in writing under this §17.13 may be by signed document, fax, email or any other method of transmitting legibly recorded messages. Any electronic signature on a consent, whether digital or encrypted, shall be deemed to have the same force and effect as a manual signature. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this §17.13 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

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

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

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

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

(b)           delegate to a committee appointed under §(a) any of the directors’ powers, except:

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

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

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

(c)           make any delegation referred to in §(b) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

18.3        Any committee appointed under §18.1 or §18.2, in the exercise of the powers delegated to it, must:

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

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

18.4        The directors may, at any time, with respect to a committee appointed under §18.1 or §18.2:

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

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

18.5         Subject to §18.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under §18.1 or §18.2:

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

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

(d)           questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

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

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

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

19.3        No person may be appointed as an officer unless that person is qualified in accordance with the Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board, chair of a committee of the board or lead independent director, if any, must be a director. Any other officer need not be a director.

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

(a)           “eligible party”, in relation to a company, means an individual who:

(i)            is or was a director or officer of the Company;

(ii)           is or was a director or officer of another corporation

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

and includes, except in the definition of “eligible proceeding” and Sections 163(1)(c) and (d) and 165 of the Act, the heirs and personal or other legal representatives of that individual;

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

(c)           “eligible proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation

(ii)           is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(d)           “expenses” has the meaning set out in the Act and includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding; and

(e)           “proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.

20.2         Subject to the Act, the Company must indemnify each eligible party and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each eligible party is deemed to have contracted with the Company on the terms of the indemnity contained in this §20.2.

20.3         Subject to any restrictions in the Act, the Company may agree to indemnify and may indemnify any person (including an eligible party) against eligible penalties and pay expenses incurred in connection with the performance of services by that person for the Company.

20.4         The Company may advance expenses to an eligible party to the extent permitted by and in accordance with the Act.

20.5         Subject to the Act, the failure of an eligible party of the Company to comply with the Act or these Articles or, if applicable, any former Companies Act or former Articles does not, of itself, invalidate any indemnity to which he or she is entitled under this Part 20.

20.6         The Company may purchase and maintain insurance for the benefit of any eligible party (or the heirs or legal personal representatives of any eligible party) against any liability incurred by any eligible party.

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

21.2         Subject to the Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

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

21.4         The directors must set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months.

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

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

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

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

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

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

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

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

21.12      Any dividend or other distribution payable in money in respect of shares may be paid (i) by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing or (ii) by wire transfer or other electronic means. In the case of payment of a dividend by cheque, mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority. In the case of payment of a dividend by wire transfer or other electronic means, the initiation of such payment by the Company will, to the extent of the sum represented by the transfer (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless the amount of tax so deducted is not paid to the appropriate taxing authority. Subject to the requirements of applicable Law with respect to unclaimed property, no shareholder will be entitled to recover by action or other legal process against the Company any dividend that is represented by a cheque that has not been duly presented to the Company’s bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend was first payable.

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

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

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

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

23.1         Unless the Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Act or these Articles (a “Notice”) to be sent by or to a person may be sent by:

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

(i)           for a Notice mailed to a shareholder, the shareholder’s registered address;

(ii)          for a Notice mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of Notices of that class;

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

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

(i)           for a Notice delivered to a shareholder, the shareholder’s registered address;

(ii)           for a Notice delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of Notices of that class;

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

(c)           sending the Notice by fax to the fax number provided by the intended recipient for the sending of Notices that class;

(d)           sending the Notice by email to the email address provided by the intended recipient for the sending of Notices of that class;

(e)           sending the Notice by other means of electronic transmission accessible by the intended recipient for the sending of Notices of that class in accordance with applicable Law; and

(f)            physical delivery to the intended recipient.

23.2         Unless the Act or these Articles provide otherwise, a Notice to be sent to a shareholder shall be deemed conclusively to have been given or made, and the obligation to give any Notice shall, unless otherwise required by applicable Laws and regulations, be deemed conclusively to have been fully satisfied upon issuing a press release complying with applicable Laws and regulations if deemed by the board of directors to be a reasonable or appropriate means of providing such Notice.

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

(a)           mailed to a person by ordinary mail to the applicable address for that person referred to in §23.1 is deemed to be received by the person to whom it was mailed on the day (Saturdays, Sundays and holidays excepted) following the date of mailing;

(b)           faxed to a person to the fax number provided by that person under §23.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

(c)           emailed to a person to the e-mail address provided by that person under §23.1 is deemed to be received by the person to whom it was e-mailed on the day that it was emailed; and

(d)           sent to a person by other means of electronic transmission under §23.1 is deemed to be received by the person to whom it was transmitted on the day that such transmission occurred.

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

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

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

(i)            by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

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

(b)           if an address referred to in §23.6(a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

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

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

(iii)          a security of the Company convertible, directly or indirectly, into a security described in §(a) or §(b);

(b)            “security” has the meaning assigned in the Securities Act (British Columbia); and

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

24.2        §24.3 does not apply to the Company if and for so long as it is a public company, a private company which is no longer eligible to use the private issuer exemption under the Securities Act (British Columbia) or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or a company to which the Statutory Reporting Company Provisions apply.

24.3         No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

25.1         Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Nothing in this §25.1 shall be deemed to apply to any suits brought to enforce any liability or duty created by the U.S. Securities Exchange Act of 1934, as amended. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this §25.1.

26.1         The Class A Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 26.

26.2         Subject to the prior rights of the holders of the Class A Preferred Shares, the Special Shareholders pursuant to §28.4 and any other shares ranking senior as to dividends, the Class A Shareholders shall be entitled to receive such dividends as the board of directors may, in its discretion, declare from time to time.

26.3         Each Class A Shareholder shall be entitled to receive, and the Company shall pay thereon, as and when declared by the board of directors and subject to applicable Law, a dividend on each Class A Share of the same type and in an amount equal to any dividend declared and paid on each Class B Share.

26.4         The record date with respect to any dividend on the Class A Shares declared by the board of directors and the payment date of such dividend will be the same date as the record date and the payment date, respectively, for the corresponding dividend on the Class B Shares, each as approved by the board of directors.

26.5         Except as expressly provided herein, each Class A Shareholder will be entitled to receive notice of, and to attend and vote at, all meetings of shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Each Class A Shareholder shall be entitled to cast one vote for each Class A Share held at the record date for the determination of shareholders entitled to vote on any matter.

26.6         Except as otherwise expressly provided herein or as required by Law, the Class A Shareholders and Class B Shareholders will vote together and not as separate classes.

26.7         The holders of the outstanding Class A Shares and Class B Shares, voting together, shall be entitled to vote in respect of the election of all directors of the Company.

26.8         In addition to any other approvals required by Law, the rights, privileges, restrictions and conditions attached to the Class A Shares as a class may be added to, changed or removed but only with the approval of the Class A Shareholders given as hereinafter specified.

26.9         The approval of the Class A Shareholders to add to, change or remove any right, privilege, restriction or condition attaching to the Class A Shares as a class or in respect of any other matter requiring the consent of the Class A Shareholders may be given in such manner as may then be required by Law, subject to a minimum requirement that such approval be given by resolution signed by all the Class A Shareholders or passed by the affirmative vote of at least two thirds of the votes cast at a meeting of the Class A Shareholders duly called for that purpose. On every poll taken at every meeting of the Class A Shareholders as a class, each Class A Shareholder entitled to vote thereat shall have one vote in respect of each Class A Share held.

26.10      Subject to applicable Law and to the priority in payment to the holders of Special Shares of all Accrued Incentive Amounts in accordance with §28.17(a) and any Incentive Dividend Amount in accordance with §28.17(c), upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for purposes of winding up its affairs (a “Liquidation Event”), the holders of the Class A Shares shall rank on a parity with the holders of Class B Shares and Special Shares and junior to the holders of the Class A Preferred Shares and shall share ratably with the holders of the Class B Shares and the Special Shares and any other class of shares ranking on a parity with the Class B Shares and Special Shares in the remaining property and assets of the Company.

27.1         The Class B Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 27.

27.2         Subject to the prior rights of the holders of the Class A Preferred Shares, the Special Shareholders pursuant to §28.4 and any other shares ranking senior as to dividends, the Class B Shareholders shall be entitled to receive such dividends as the board of directors may, in its discretion, declare from time to time.

27.3         Each Class B Shareholder shall be entitled to receive, and the Company shall pay thereon, as and when declared by the board of directors and subject to applicable Law, a dividend on each Class B Share of the same type and in an amount equal to any dividend declared and paid on each Class A Share.

27.4         The record date with respect to any dividend on the Class B Shares declared by the board of directors and the payment date of such dividend will be the same date as the record date and the payment date, respectively, for the corresponding dividend on the Class A Share, each as approved by the board of directors.

27.5         Except as expressly provided herein, each Class B Shareholder will be entitled to receive notice of, and attend and vote at, all meetings of shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Each Class B Shareholder will be entitled to cast a number of votes per Class B Share held at the record date for the determination for the shareholders entitled to vote on any manner, equal to: (i) the number that is three times the number of Class A Shares then issued and outstanding, divided by (ii) the number of Class B Shares then issued and outstanding.

27.6         Except as otherwise expressly provided herein or as required by Law, the Class A Shareholders and the Class B Shareholders will vote together and not as separate classes.

27.7         At any time that no Class A Shares are outstanding or for any vote held only in respect of the Class B Shares, each Class B Shareholder will be entitled to cast one vote per Class B Share.

27.8         The holders of the outstanding Class A Shares and Class B Shares, voting together, shall be entitled to vote for the election of all directors of the Company.

27.9         In addition to any other approvals required by Law, the rights, privileges, restrictions and conditions attached to the Class B Shares as a class may be added to, changed or removed but only with the approval of the Class B Shareholders given as hereinafter specified.

27.10       The approval of the Class B Shareholders to add to, change or remove any right, privilege, restriction or condition attaching to the Class B Shares as a class or in respect of any other matter requiring the consent of the Class B Shareholders may be given in such manner as may then be required by Law, subject to a minimum requirement that such approval be given by resolution signed by all the Class B Shareholders or passed by the affirmative vote of at least two thirds of the votes cast at a meeting of the Class B Shareholders duly called for that purpose. On every poll taken at every meeting of the Class B Shareholders as a class, each Class B Shareholder entitled to vote thereat shall have one vote in respect of each Class B Share held.

27.11       Subject to applicable Law and to the priority in payment to the holders of Special Shares of all Accrued Incentive Amounts in accordance with §28.17(a) and any Incentive Dividend Amount in accordance with §28.17(c), upon a Liquidation Event, the holders of the Class B Shares shall rank on a parity with the holders of Class A Shares and Special Shares and junior to the holders of the Class A Preferred Shares and shall share ratably with the holders of the Class A Shares and the Special Shares and any other class of shares ranking on a parity with the Class A Shares and Special Shares in the remaining property and assets of the Company.

27.12       The Class B Shares may not be Transferred to any Person other than to BN or a Person Controlled by BN. If any Class B Shares are Transferred in contravention of the preceding sentence, (i) such Transfer shall be null and void, and the Company shall not register or otherwise recognize the Transfer of the Class B Shares to the transferee, (ii) any rights to vote attaching to the Class B Shares so Transferred may not be exercised by any Person, (iii) any payment by the Company on the Class B Shares so Transferred shall be prohibited and any such payment shall be forfeited, and (iv) any rights that an ineligible transferee may have as a result of being a holder of Class B Shares shall be null and void, in each case, until such time as such Transfer is cancelled.

28.1         The Special Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 28.

28.2         Each Special Shareholder shall be entitled to receive, and the Company shall pay thereon, as and when declared by the board of directors and subject to applicable Law, (i) a dividend on each Special Share of the same type and in an amount equal to any dividend declared and paid on each Class A Share; and (ii) provided that a quarterly cash dividend on the Class A Shares in the amount prescribed by the Company’s then-existing dividend policy, if any, has been declared by the board of directors, quarterly cumulative dividends (“Incentive Dividends”) in an amount per share equal to the Incentive Dividend Amount divided by the number of Special Shares then outstanding.

28.3         The Incentive Dividend Threshold shall be reset quarterly (the “Reset Calculation”) on the first Business Day of each Quarter (commencing with the first Quarter after the Quarter in which the Listing Date occurs), to be equal to the number that is the greater of (i) the Quarterly Market Value and (ii) the Incentive Dividend Threshold for the immediately preceding Quarter.

28.4         To the extent that all or a portion of the Incentive Dividend Amount in respect of any Quarter is not declared and paid as Incentive Dividends, the holders of the Special Shares will continue to be entitled to receive, as and when declared by the board of directors, dividends on the Special Shares in an amount per Special Share equal to the aggregate accrued and unpaid Incentive Dividend Amounts from all previous Quarters divided by the number of Special Shares then outstanding (such unpaid amount per Special Share being the “Accrued Incentive Amount”). If, as and when declared by the board of directors, any Accrued Incentive Amounts shall be declared and paid in priority with respect to the payment of any dividends on the Class A Shares and Class B Shares.

28.5         In the event that there is (i) a cash dividend on the Class A Shares in any Quarter that exceeds the Regular Quarterly Dividend, (ii) any change in the number of Class A Shares outstanding from time to time as a result of a reverse split, subdivision, consolidation, reclassification, capital reorganization or similar change in the Class A Shares, as the case may be, (iii) a stock dividend or distribution with respect to Class A Shares in Class A Shares, (iv) an issuance of options, rights or warrants to holders of Class A Shares entitling them to purchase Class A Shares or securities convertible or exchangeable into Class A Shares at a price per Class A Share (or having a conversion or exchange price per share) less than the Market Value of a Class A Share on the earlier of the applicable record date and the date on which Company publicly announces its intention to make such issuance, (v) a dividend or distribution to holders of Class A Shares of (a) securities of the Company or any subsidiary of the Company other than Class A Shares, (b) rights, options or warrants to subscribe for or purchase any of the Company’s or its subsidiaries’ securities (other than those referenced in §28.5(iv)) or (c) cash, evidence of indebtedness, securities, non-cash dividends not otherwise made the subject of adjustments pursuant to this paragraph or other property or assets, (vi) a completion of a tender or exchange offer or substantial issuer bid by or on behalf of the Company (collectively, a “Bid”) for the Class A Shares where the cash and value of other consideration included in the payment per Class A Share exceeds the Market Value of a Class A Share on the tenth day following the expiration of the Bid, or (vii) any similar event to the foregoing events affecting the value of Class A Shares (each such event, an “IDT Adjustment Event”), then the Incentive Dividend Threshold shall be adjusted as follows:

(i)           the board of directors shall make an appropriate adjustment to the Incentive Dividend Threshold immediately following the IDT Adjustment Event to ensure the calculation of the Incentive Dividend Amount after the IDT Adjustment Event is fair and reasonable;

(ii)           if appropriate and necessary to ensure the fair treatment of the holders of the Special Shares, the board of directors shall make an appropriate adjustment to the Quarterly Market Value used for purposes of determining the Incentive Dividend Amount for any Quarter in which the Quarterly Market Value was affected by the IDT Adjustment Event.

28.6         Notwithstanding any other provision to §28.5, no adjustment shall be made in respect of an event otherwise requiring an adjustment under §28.5 except to the extent such event is actually consummated.

28.7         After an adjustment in the Incentive Dividend Threshold pursuant to §28.5, any subsequent event requiring an adjustment under §28.5 shall cause an adjustment to such Incentive Dividend Threshold as so adjusted.

28.8         In addition, upon the occurrence of any event in respect of the Class B Shares that is similar in nature to an IDT Adjustment Event, the board of directors shall make appropriate adjustments to the Incentive Dividend Threshold and/or Quarterly Market Value in a manner consistent with §28.5.

28.9         The Company shall maintain a notional account (as may be adjusted as provided for herein, the “Incentive Distribution Account”) that shall track the aggregate amount of any performance-based dividends, distributions or other profit entitlements that have been paid or are payable at any time or from time to time after the first day of the Quarter in which the Listing Date occurred by any Operating Entity or Holding Entity to any member of the Brookfield Group (as defined in the Master Services Agreement) with respect to Invested Capital in such Operating Entity or Holding Entity (“Underlying Incentive Distributions”).

28.10       The amount of any Incentive Dividend Amount or Accrued Incentive Amount otherwise payable to the holders of Special Shares shall be reduced (but will not be reduced to less than zero) by any amount in the Incentive Distribution Account at the time the Incentive Dividend Amount or Accrued Incentive Amount, as applicable, is paid (any such amount, once applied to reduce an amount otherwise payable, an “Applied Incentive Amount”). The amount by which an Incentive Dividend Amount or Accrued Incentive Amount is reduced by an Applied Incentive Amount shall be adjusted on an equitable basis as necessary to take into account the benefit the Company would have received had the Underlying Incentive Distributions not been paid or payable. The Incentive Distribution Account shall be adjusted from time to time to deduct the amount of any Applied Incentive Amount or any clawback or similar amount paid or contributed to an Operating Entity or Holding Entity in respect of an Underlying Incentive Distribution.

28.11       For any available Quarter in which the board of directors determines, in its sole discretion, that the Company has insufficient cash to pay an Accrued Incentive Amount or an Incentive Dividend Amount for such Quarter (in each case, after taking into account any Applied Incentive Amount), the board of directors may elect to pay all or a portion of the Accrued Incentive Amount or Incentive Dividend Amount by issuing a number of Class A Shares to the holders of the Special Shares equal to the amount of cash that would be otherwise paid to the holders of the Special Shares pursuant to §28.2 divided by the Market Value of a Class A Share on the date such election is made, provided that (A) any such election shall be made by the end of the applicable Quarter and (B) no fractional Class A Shares will be issued, and such number will be rounded down to the nearest whole number of Class A Shares with the remainder payable to the holders of the Special Shares in cash.

28.12      The holders of the Special Shares may elect, in their sole discretion, to reinvest any Incentive Dividends or Accrued Incentive Amounts paid or payable by the Company in exchange for a number of Class A Shares equal to the amount of cash that would be otherwise paid to the holders of the Special Shares divided by the Market Value of a Class A Share on the date that such Incentive Dividend or Accrued Incentive Amount, as the case may be, is declared.

28.13      In any Quarter the holders of the Special Shares may, in their sole discretion, waive their entitlement to any Incentive Dividend declared by the board of directors, in which case the Incentive Dividend Amount or portion thereof that was otherwise to be paid by way of such Incentive Dividend shall not constitute Accrued Incentive Amounts and shall not accrue to subsequent Quarters.

28.14       Subject to applicable Law, the holders of Special Shares shall be entitled to receive notice of and to attend but shall not be entitled to vote at any meeting of the shareholders of the Company.

28.15       In addition to any other approval required by Law, the rights, privileges, restrictions and conditions attached to the Special Shares as a class may be added to, changed or removed but only with the approval of the holders of the Special Shares given as hereinafter specified.

28.16       The approval of the holders of the Special Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Special Shares as a class or in respect of any other matter requiring the consent of the holders of the Special Shares may be given in such manner as may then be required by Law, subject to a minimum requirement that such approval be given by resolution signed by all the holders of the Special Shares or passed by the affirmative vote of at least two thirds of the votes cast at a meeting of the holders of the Special Shares duly called for that purpose. On every poll taken at every meeting of the holders of the Special Shares as a class, or at any joint meeting of the holders of two or more series of Special Shares, each holder of Special Shares entitled to vote thereat shall have one vote in respect of each Special Share held.

(a)           upon a Liquidation Event, the holders of the Special Shares shall be entitled to receive, subject to the rights of the holders of Class A Preferred Shares and any other class of shares of the Company ranking in priority to the Special Shares, all Accrued Incentive Amounts before any amounts shall be paid or any assets of the Company distributed to the Class A Shareholders or Class B Shareholders or any other shares ranking junior to the Special Shares;

(b)           after payment of any Accrued Incentive Amounts, the holders of the Special Shares shall then be entitled to distributions of the property and assets of the Company (which distributions shall be paid, pari passu, to the holders of the Class A Shares and Class B Shares and any other class of shares ranking on a parity with the Class A Shares and Class B Shares) until the holders of the Special Shares have received an amount per share equal to Regular Quarterly Dividend, if any;

(c)           after payment of the amounts in (b) above, the holders of the Special Shares shall then be entitled to receive any Incentive Dividend Amount for the Quarter in which the Liquidation Event has occurred, before any additional amounts shall be paid or any property or assets of the Company are distributed to the holders of the Class A and Class B Shares and over any other shares ranking junior to the Special Shares; and

(d)           after payment of the amounts in (c) above, the holders of the Special Shares shall be entitled to share ratably with the holders of the Class A Shares and Class B Shares and any other class of shares ranking on a parity with the Class A Shares and Class B Shares in the remaining property and assets of the Company.

29.1         Subject to the rights, if any, of the holders of issued shares of the Company, the Class A Preferred Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 29.

29.2         The Class A Preferred Shares may be issued at any time or from time to time in one or more series. Before any Class A Preferred Shares of a series are issued, the board of directors shall, subject to the Act, by resolution:

(a)           determine the maximum number of shares of any of those series of shares that the Company is authorized to issue, determine that there is no maximum number or, if none of the shares of that series is issued, alter any determination so made, and authorize the alteration of the Notice of Articles accordingly;

(b)           alter the Articles, and authorize the alteration of the Notice of Articles, to create an identifying name by which the shares of any of those series of shares may be identified or, if none of the shares of that series is issued, to alter any such identifying name so created; and

(c)           alter the Articles, and authorize the alteration of the Notice of Articles accordingly, to attach special rights or restrictions to the shares of any of those series of shares, including, but without in any way limiting or restricting the generality of the foregoing, the rate or amount of dividends, whether cumulative, non-cumulative or partially cumulative, the dates, places and currencies of payment thereof, the consideration for, and the terms and conditions of, any purchase, retraction or redemption thereof, including redemption after a fixed term or at a premium, conversion or exchange rights, the terms and conditions of any share purchase plan or sinking fund, the restrictions respecting payment of dividends on, or the repayment of capital in respect of, any other shares of the Company and voting rights and restrictions but no special right or restriction so created, defined or attached shall contravene the provisions of §29.3 and §29.4, or, if none of the shares of that series is issued, to alter any such special rights or restrictions.

29.3         The Class A Preferred Shares of each series shall, as to the payment of dividends and return of capital in a Liquidation Event, rank on a parity with the Class A Preferred Shares of every other series and senior to the Special Shares, the Class A Shares and the Class B Shares and over any other shares ranking junior to the Class A Preferred Shares with respect to priority in payment of dividends and return of capital in a Liquidation Event.

29.4         Except as hereinafter referred to or as required by Law or unless provision is made in the Articles of the Company relating to any series of Class A Preferred Shares that such series is entitled to vote (and subject to applicable Law), the holders of the Class A Preferred Shares as a class shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders of the Company.

29.5         In addition to any other approval required by Law, the rights, privileges, restrictions and conditions attached to the Class A Preferred Shares as a class may be added to, changed or removed but only with the approval of the holders of the Class A Preferred Shares given as hereinafter specified.

29.6         The approval of the holders of the Class A Preferred Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Class A Preferred Shares as a class or in respect of any other matter requiring the consent of the holders of the Class A Preferred Shares may be given in such manner as may then be required by Law, subject to a minimum requirement that such approval be given by resolution signed by all the holders of the Class A Preferred Shares or passed by the affirmative vote of at least two thirds of the votes cast at a meeting of the holders of the Class A Preferred Shares duly called for that purpose. On every poll taken at every meeting of the holders of the Class A Preferred Shares as a class, or at any joint meeting of the holders of two or more series of Class A Preferred Shares, each holder of Class A Preferred Shares entitled to vote thereat shall have one vote in respect of each Class A Preferred Share held.

Part 1 INTERPRETATION	1

Part 2 SHARES AND SHARE CERTIFICATES	5

Part 3 ISSUE OF SHARES	6

Part 4 SHARE REGISTERS	7

Part 5 SHARE TRANSFERS	8

Part 6 TRANSMISSION OF SHARES	9

Part 7 PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES	9

Part 8 BORROWING POWERS	10

Part 9 ALTERATIONS	10

Part 10 MEETINGS OF SHAREHOLDERS	11

Part 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS	13

Part 12 VOTES OF SHAREHOLDERS	17

Part 13 DIRECTORS	21

Part 14 ELECTION AND REMOVAL OF DIRECTORS	22

Part 15 POWERS AND DUTIES OF DIRECTORS	28

Part 16 INTERESTS OF DIRECTORS AND OFFICERS	28

Part 17 PROCEEDINGS OF DIRECTORS	30

Part 18 EXECUTIVE AND OTHER COMMITTEES	32

Part 19 OFFICERS	34

Part 20 INDEMNIFICATION	34

Part 21 DIVIDENDS	36

Part 22 ACCOUNTING RECORDS AND AUDITOR	38

Part 23 NOTICES	38

Part 24 PROHIBITIONS	40

Part 25 FORUM SELECTION	41

Part 26 SPECIAL RIGHTS AND RESTRICTIONS CLASS A SUBORDINATE VOTING SHARES	41

Part 27 SPECIAL RIGHTS AND RESTRICTIONS CLASS B MULTIPLE VOTING SHARES	43

Part 28 SPECIAL RIGHTS AND RESTRICTIONS Special Non-Voting Incentive Shares	44

Part 29 SPECIAL RIGHTS AND RESTRICTIONS Class A Preferred Shares	48

Full name and signature of Incorporator		Date of signing
BPEG BN Holdings LP by its general partner Brookfield Private Equity Inc.
By:	/s/ A.J. Silber	October 10, 2025
	Authorized Signatory

	Signed [month, day, year]

	[Signature of shareholder]

	[Name of shareholder—printed]