Fill - Free fillable Incorporating a Limited Company (Camosun College) PDF form

Mailing Address: Courier Address:

PO BOX 9431 Stn Prov Govt 200 - 940 Blanshard Street

Victoria BC V8W 9V3 Victoria BC V8W 3E6

Telephone: 1 877 526-1526 www.bcreg.ca

INFO 01 COM (FEB 2018) 1

Incorporating a Limited Company

INTRODUCTION

There are dierent ways to form a business in B.C., each

with its own advantages and disadvantages. Companies

can ocially incorporate, or they can register as a sole

proprietorship or a partnership. The decision to incorporate

depends on the specic needs of the persons involved and

the goals of the company.

Companies are incorporated in B.C. according to the

provisions of the Business Corporations Act. Corporate

Registry sta are pleased to provide information and

help you to le documents, but cannot give business or

legal advice. Remember, there is no substitute for sound,

independent and professional advice.

The provincial government, in partnership with business

development groups, provides a wealth of information on

starting up or expanding a business. For more information,

visit the website www.smallbusinessbc.ca. There is

also information available on incorporating a company

at OneStop service delivery locations, local chambers

of commerce, stationery stores, and on various related

websites.

When a company is incorporated, it acquires all of the

powers of an individual, as well as an independent

existence – separate and distinct from its shareholders

– and an unlimited life expectancy. In other words, the

act of incorporation gives life to a legal entity known as

the corporation, commonly referred to as a “company”.

A company can acquire assets, go into debt, enter into

contracts, sue or be sued.

Compared to registering a sole proprietorship or a

partnership, incorporating a company includes higher start-

up costs related to professional fees for legal and accounting

services. Carrying on business as a company will increase

the number of lings you are required to make with the

Corporate Registry. For instance, the Business Corporations

Act requires all companies to le an annual report and also

to le any changes to the location of the company oces

and its directors. The company is also required to maintain

certain corporate records.

STEPS TO INCORPORATING A COMPANY

To incorporate a company in B.C., one or more persons

(called “the incorporators”) may form a company by

completing the following steps:

1. Request name approval and reservation;

2. Establish your company's articles;

3. Prepare an incorporation agreement;

4. File an Incorporation Application; and

5. Keep documents as part of your company's records.

This information package covers only the ve basic steps

to incorporating a company and is not intended to be a

complete guide.

There are many other steps that must be considered when

incorporating, for example setting up minute or records

books, establishing a central securities register, issuing share

certicates, getting consents from directors, etc.

Again, Corporate Registry sta are pleased to help you le

the incorporation application, but cannot provide you with

guidance or advice on these other essential steps.

STEP 1: REQUEST NAME APPROVAL AND

RESERVATION

If the company intends to use a specic name, that name

must be approved and reserved by the Corporate Registry.

This is to ensure the company’s name can be distinguished

from the names of other incorporated companies and that

the name meets specic guidelines established by the

registrar of companies.

Approval of a name by the registrar for the incorporation of

a business does not provide a proprietary right or interest

in the name. The approval is solely intended to prevent

names of incorporated businesses from being so similar as to

confuse or mislead the public.

This means another business operating in B.C. or elsewhere,

that is not incorporated or registered with the Corporate

Registry could use the same or similar name as your

business.

If it is important to protect your name outside B.C., or from

any other unregistered or unincorporated business in B.C.,

then you should contact Industry Canada for information on

trademarks. Their website address is www.strategis.ic.gc.ca.

INFO 01 COM (FEB 2018) 2

The name reservation is for a period of 56 days. The other

steps in the incorporation process must be completed and

the Incorporation Application must be electronically led

before the 56 day period ends.

A company can also choose to use as its name, the

incorporation number of the company followed by “B.C. Ltd.”

("0123456 B.C. Ltd." for example). If you choose to use the

incorporation number as the company’s name, you do not

need a name approval and reservation. The incorporation

number is assigned by the Corporate Registry at the time

the Incorporation Application is electronically led with the

Corporate Registry.

The Name Approval Request form attached allows you to

make a maximum of three choices of names, in descending

order of preference. Please read the Name Approval Request

Instructions sheet carefully before making your three

choices. The ling fee for this form is $30.00.

You can apply for the company’s name in the following ways:

Online OptiOns:

\ Submit your Name Approval Request electronically through

Name Requests Online at www.bcregistrynames.gov.bc.ca.

Payment is by credit card. There is online information you can

access to help you through the process. The fee to submit online

is $30.00 and a BCOnLine service fee of $1.50.

\ If you have a BC OnLine account you can submit your request

electronically at www.bconline.gov.bc.ca.

in-persOn OptiOns:

\ Visit your local Service BC Centre. Once you've paid the fee, they

will submit your request to the Corporate Registry. For a location

near you, go to www.servicebc.gov.bc.ca.

\ Visit your local OneStop service delivery location. Once you've

paid the fee, they will submit your request to the Corporate

Registry. User fees may apply. For a location near you, go to

www.bcbusinessregistry.ca.

OneStop service delivery locations are able to assist with

some business start-up information. Once your business has

been established, the OneStop locations are a great source for

business resource materials.

Mailing OptiOns

\ Mail your Name Approval Request form along with a cheque or

money order for $30.00 payable to the Minister of Finance, to:

Corporate Registry

POBox9431 StnProv Govt

Victoria BC V8W 9V3.

For information regarding completing your Name

Approval Request form, contact the Corporate Registry at

1877526-1526.

Corporate Registry sta cannot provide legal or business

advice.

STEP 2: ESTABLISH YOUR COMPANY'S

ARTICLES

Every company must have a set of articles. The company’s

articles are the rules that govern the conduct of the

company and its shareholders, directors and ocers.

For small companies, namely those that have only one

shareholder or where the ocers are all family members, the

standard set of Table 1 Articles prescribed in the Business

Corporations Regulation is usually a suitable set of articles.

A sample of the Table 1 standard set of articles from the

Business Corporations Regulation is attached.

The articles must be kept by the company as part of the

company’s records.

STEP 3: PREPARE AN INCORPORATION

AGREEMENT

Before a company can be formed there must be an

incorporation agreement signed by each incorporator. This

is required even if there is only one incorporator. Usually the

incorporator(s) will also be the shareholder(s) and director(s)

once the company is incorporated. The Business Corporations

Act species that this incorporation agreement must contain:

\ The agreement of each incorporator to take one or more shares

of the company;

\ The signature of each incorporator opposite their full name,

along with the date each incorporator signed the agreement;

and

\ The number of shares of each class being taken by each

incorporator.

A sample incorporation agreement is attached.

The incorporation agreement must be kept by the company

as part of the company’s records.

STEP 4: FILE AN INCORPORATION

APPLICATION

The next step in the process of incorporating company is to

le an Incorporation Application with the Corporate Registry.

The Incorporation Application must be submitted

electronically over the Internet by visiting Corporate Online

at www.corporateonline.gov.bc.ca. The Corporate Online

site includes online help information to assist you with

completing and ling the online application form. When the

ling is completed, the company is incorporated and you

will be assigned an incorporation number at that time.

The Table 1 Articles are meant to be adopted without

amending the document. If you want to customize

the articles for the company, it is recommended you

seek legal advice.



INFO 01 COM (FEB 2018) 3

At the end of the electronic ling, you will be asked to set a

password for the company that will let you le other forms

for the company using Corporate Online. Youshould also set

a password “hint” that can be displayed back to you if you

forget your password.

It is also recommended you enter an email address. That

way if you forget the password, it can be emailed to you.

Otherwise, the only way to retrieve the password for the

company is to have it mailed to the company’s registered

oce mailing address.

It is recommended that you complete the paper version of

the Incorporation Application rst and use it for reference

when you electronically le the Incorporation Application. A

copy of this form is attached.

If you are not able to le electronically, you may prepare

the forms on paper and, once the forms are completed,

contact a law rm or registry agent to submit the forms on

your behalf. The law rm or registry agent will charge you a

service fee, in addition to the Corporate Registry’s fees for

ling the form.

BC Registry Services’ preferred service provider is Dye &

Durham. They can be reached by phone at 604 257-1800 or

1800661-1811. Oce locations can be found on their web

site at dyedurham.com/contact-us/.

STEP 5: KEEP DOCUMENTS AS PART OF YOUR

COMPANY'S RECORDS

After you have led the Incorporation Application

electronically and the company is incorporated, the

Corporate Registry will send you the original Certicate

of Incorporation, a certied copy of the Incorporation

Application and a certied copy of the Notice of Articles.

These documents must be kept by the company as part of

the company’s records.

An incorporation number for the company is displayed in the

upper right hand corner of the Certicate of Incorporation

and on the cover sheet accompanying the documents. You

will need the incorporation number of the company when

ling other documents with the Corporate Registry. You will

also be prompted for the company password when ling any

changes to the company on Corporate Online.

The cover sheet also includes the Business Number issued

by Canada Revenue Agency. This is a nine-digit number

followed by a six-digit number. It is the rst nine digits that

are important to other government agencies, you may be

asked for this number if dealing with the Ministry of Finance

for PST, WorkSafeBC or applying for a GST number or other

accounts at Canada Revenue Agency.

FEES

The fee to incorporate a company by ling an Incorporation

Application using Corporate Online is $350.00 and a BC

OnLine service fee of $1.50. You will need a valid credit card

and you will be asked to enter the credit card information at

the end of the transaction.

If you would like to use BC Registry Services’ preferred

service provider Dye & Durham to le on your behalf, you

should contact them to conrm the total fees required,

before sending your documents for ling. They can be

reached by phone at 604 257-1800 or 1800661-1811).

Oce locations can be found on their web site at

dyedurham.com/contact-us/.

STILL HAVE QUESTIONS?

For more information about completing your lings

and documentation, contact the Corporate Registry at

1877526-1526.

Corporate Registry sta cannot provide legal or business

advice.

FORM NR REV APR 2017

NAME APPROVAL REQUEST INSTRUCTIONS

IMPORTANT – READ CAREFULLY

RESEARCH YOUR CHOICES!

The Names Examiner searches the Corporate Register only. This

registered extraprovincially in British Columbia. It does not include

names of British Columbia rms, trademarks or corporations

registered outside British Columbia. If you want to ensure your name

is not used outside of British Columbia, you could also access the

Trademarks database at www.strategis.ic.gc.ca, or you may wish

to search other jurisdictions in Canada. Most public business and

trademark registers in Canada are reected in the NUANS database,

which may be searched for a fee through private search rms.

The approval of any name is at the discretion of the Registrar. You

are paying for three choices. Do not commit to any name before

it is approved. Provide three choices for each company you wish

to name, in descending order of preference. Check them out for

potential conicts through telephone listings, business directories

and other publications.

Occasionally this ofce will reject all three of your choices. If that

happens, it will be necessary for you to complete another Name

Request form with three more choices and submit it to this ofce

with another reservation fee.

GENERAL

This form is used for the approval of all corporate and business names in

British Columbia.

The first step in incorporation (company, society, cooperative association,

financial institution) or registration of firms (partnership, proprietorship) or

extraprovincial companies, is the approval of the name through the Names

Reservation Unit of the Corporate Registry.

Once your name is approved, it is reserved for you for a period of

56 calendar days. Any renewals of the reservation period will require

payment of another reservation fee.

If you need assistance call our help telephone number

1 877 526-1526.

Once your name is reserved, the next step is to submit the necessary

information to incorporate a company or society, register a proprietorship,

partnership or limited partnership or register a foreign entity as an

extraprovincial company.

Please go to the Corporate Registry’s website for information on how to

incorporate or register, as well as information on other services provided

by the Corporate Registry.

The website address is: www.bcreg.ca

Approval of a name by the Registrar for either a corporation or a firm

does not provide a proprietary right or interest in the name under any

circumstances. It is intended solely to protect the public interest by:

• preventing names of corporations which are so similar as to confuse

or mislead; and

• providing a record which allows the public to determine which

individuals are associated with a corporation or firm name.

A corporation or a firm name may be registered under the same name

as another firm. As a result there are many duplications of firms names,

however, a firm or a corporation name will not be accepted if it can be

confused with another corporate name.

FIRM NAMES (partnership, proprietorship, limited partnerships,

limited liability partnership)

Registration of a rm does not provide any protection for that name

and does not mean that the name will be available if you decide to

incorporate a company using this name.

Fees

The payment of fees in advance is a mandatory requirement of doing all

business with the Corporate Registry office. The fee to submit a Name

Request to the Corporate Registry by mail is $30.00

Applicants are urged to consult the current Fee Schedule. Payment

of the wrong amount is a common cause for the rejection of name

requests. Cheques and money orders are to be made payable to the

Minister of Finance.

PRIORITY SERVICE

Names are processed in the order of time of receipt. Upon request and on

payment of an additional fee, an application will be processed in priority to

others, normally within 24 hours of receipt.

PROCESS

This form allows you to make a maximum of three choices, in order of

preference, for each name approval. If you wish to have more than one

name approved, you must complete an additional form and pay another

fee. Your first choice for a name may be approved, if available, and held for

a period of 56 calendar days. Any renewals of the reservation period will

require payment of another reservation fee. Your 2nd and 3rd choices

are not examined unless the initial choice of name is not available.

Regardless of whether your three choices are all examined or not, the full

fee is charged.

A name approval request may be made on this form, or in writing with the

same information as is required on this form.

You can apply for your name in the following ways:

OVER THE INTERNET: Go to Name Requests Online at

www.bcregistrynames.gov.bc.ca to submit your Name Request

electronically, for examination by the Names Reservation Unit at the

Corporate Registry. Payment is by credit card. There is online information

you can access to help you through the process. The fee to submit online

is $30 and a BC OnLine service fee of $1.50.

BY SERVICE BC CENTRE: Visit any Service BC Centre who

will transmit the request to the Registrar. For locations go to

www.servicebc.gov.bc.ca.

BY ONESTOP SERVICE DELIVERY LOCATION: Visit your local

OneStop service delivery location. They will transmit the request to the

Registries. User fees may apply. For locations go to

www.bcbusinessregistry.ca.

BY MAIL: Names Reservation Unit, Corporate Registry

PO Box 9431 Stn Prov Govt

Victoria BC V8W 9V3

NAME COMPONENTS

In assessing names, the Registrar’s staff analyze them according to their

constituent components. The form of name acceptable in principle consists

of a distinctive element, followed by a descriptive element and ending with

a corporate designation (if applicable).

e.g. ABC Manufacturing Ltd.

Distinctive Element

Descriptive Element

Corporate Designation

DISTINCTIVE ELEMENT

The distinctive element serves to differentiate names having identical or

similar descriptive elements, and for that reason, is the most important

element to be examined in the name.

Names such as “Tire Shop Ltd.” and “Shoe Store Ltd.” lack an appropriate

distinctive element and would be rejected for that reason.

They would be acceptable, if prefixed with an additional distinctive element

(e.g. coined word, geographical location or personal name) that would

distinguish them from all the other tire shops and shoe stores.

e.g. Vancouver Tire Shop Ltd. Sandell’s Shoe Store Ltd.

Coined and made-up words are acceptable distinctive elements, provided

they do not conflict with others already registered.

e.g. Intertex Enterprises Ltd. Fabuform Diet Centre Ltd.

A uniquely coined word, used in addition to a geographical location

(e.g. Altrex Canada Ltd.), is normally considered sufficiently distinctive by

itself that a descriptive element is not usually required.

Please retain this sheet for your information

DESCRIPTIVE ELEMENT

The descriptive element is useful in describing the nature of the business

as well as expanding the options available. It allows for use of identical

or similar distinctive elements, which might be desirable in developing a

particular presence in the marketplace.

e.g. Victoria Brake Shop Ltd. Victoria Stationery Ltd.

CORPORATE DESIGNATION

A company must have as part of and at the end of its name, the

corporate designation, “Limited”, “Limitee”, “Incorporated”, “Incorporee” or

“Corporation”.

For all purposes, using the abbreviations of these words (e.g. “Ltd.”, “Ltee.”,

“Inc.” or “Corp.”) is acceptable.

Extraprovincial companies that are Limited Liability Companies may have

“Limited Liability Company” or “LLC” at the end of their name.

The corporate designation is not applicable to a firm name, society or

cooperative name.

Firm names for partnerships and proprietorships cannot use “Ltd.”, “Inc.”

or “Corp.” in their names, but they may use “Company” or “Co.”

Firm names for limited partnerships must use "Limited Partnership" at the

end of the name.

Firm names for limited liability partnerships must use "Limited Liability

Partnership" or "LLP." at the end of the name.

Societies should have the designation “Society” or “Association” as the last

word in their name. Companies are precluded from the use of these words

in their names.

Cooperatives should use the word “Cooperative” in their name and may

also use “Association”, “Society”, “Union” and “Exchange”.

SINGLE WORD NAMES

Single word names (such as International Limited) are normally not

sufficiently distinct from other names containing the same word and

generally will not be approved.

An exception may be allowed if the proposed, single-word name contains

a coined word that has been trademarked and evidence of the trademark

is presented with the name request. Each case will be determined on its

merits.

Obvious contractions of common words (e.g. Petrochem, being a

contraction of petroleum and chemical) are not considered to be coined

words for the purposes of single-word names.

NUMBER NAMES

Numerals may be used in company names as the distinctive element. A

year may be used in a name provided that it is the year of incorporation,

amalgamation, change of name, or registration.

e.g. 123456 Enterprises Ltd. Pacific Enterprises (1997) Ltd.

The incorporation number may be used as the name of a British Columbia

company. The accepted format is “345678 B.C. Ltd.”.

A name reservation or fee is not required for B.C. companies using just

their incorporation number. The name will be given according to the next

available number at the time of incorporation.

Numbered companies from other jurisdictions, continuing into British

Columbia and wishing to retain their numbered names, will be required to

conform with the name requirements of this province.

PERSONAL NAMES

In most cases, a natural person’s full name will be considered to

be sufficiently distinctive and therefore acceptable.

e.g. Bill Brown Ltd. John Smith Inc.

Two surnames, or initials with a surname, are normally accepted.

e.g. Brown, Green Inc. J.R. Black Corp.

WELL KNOWN NAMES

Names, which include well known trade names and trademarks, will not be

allowed without the advance written consent of the holder.

e.g. Exxon, Xerox, Coke

EXTRAPROVINCIAL NAMES

Special consideration will be given to established extraprovincial

companies applying for registration in the province, provided there is not a

direct conflict in names.

SPECIAL CHARACTERS

The use of special characters (such as % or *) should be avoided in

corporate and business names.

Some special characters may not be recognized by computer, will not print

accurately and may not be allowed.

The “¢“ symbol will not be approved in a name under any circumstances.

NO SUGGESTION OF GOVERNMENT CONNECTION

The word “government” (in either its English or French form) will not be

allowed. Other words which might imply connection with, or endorsement

by, any government require written consent of that government. Examples

of other words which imply government connection are “ministry”,

“bureau”, “secretariat”, “commission” and “certified”.

The use of “British Columbia” or “BC” as the distinctive element in any

name is considered to imply connection with the Government of the

Province of British Columbia. Use will be accepted only on the written

consent of that government, usually obtained from the Protocol Office,

Intergovernmental Relations Secretariat, after

the name has been

approved by the Registrar.

Use of the words “British Columbia” and “BC” will be accepted without

consent, if they are placed at the end of a name and before the corporate

designation.

e.g. Pacific Warehouse Storage BC Ltd.

NO SUGGESTION OF CONNECTION WITH CROWN OR ROYAL FAMILY

A name which suggests or implies a connection with the Crown, any living

member of the Royal family, or endorsement by the Crown or Royal family

will not be accepted without the written consent from the appropriate

authority after the name has been approved by the Registrar.

e.g. Prince Charles Tea Room Ltd.

This does not apply to references in a name to geographical locations

such as Prince George, Prince Rupert and references to New Westminster

as the Royal City.

The use of the words “Crown” or “Royal” in combination with another

word(s) that does not imply connection with the Crown or Royal family may

be allowed.

e.g. Triple Crown Painting Ltd. Royal Star Holdings Ltd.

OBJECTIONABLE NAMES

Names that are considered to be objectionable on public grounds will not

be accepted.

A name will not be approved if it includes a vulgar expression, obscene

word or connotation, racial, physical or sexual slur.

The use of names of public figures will not be accepted without the

advance written consent of the person named.

GUIDELINES

This abbreviated information is provided for convenience only. Corporate

and business law is complicated, and there can be no substitute for sound

professional advice. The Corporate Registry cannot accept responsibility

for any errors or omissions in this information.

HELP IS AVAILABLE

For assistance or further information, please call 1 877 526-1526.

FORM NR (APR 2017)

Name Request (rst choice) PLEASE TYPE OR PRINT CLEARLY

Name Request (second choice) PLEASE TYPE OR PRINT CLEARLY

Name Request (third choice) PLEASE TYPE OR PRINT CLEARLY

FORWARD ORIGINAL TO NAME RESERVATION SECTION RETAIN A COPY FOR YOUR RECORDS

NAME REQUEST

Indicate what the name request is for: (In order for this request to be completed, one box must be (✔) ticked)

PROPRIETORSHIP/

PARTNERSHIP

CORPORATION (INCLUDES A

FOREIGN ENTITY)

SOCIETY

COOPERATIVE

ASSOCIATION

FINANCIAL

INSTITUTION

ADDITIONAL INFORMATION (Example: Limited Liability Company)

Is this request for a foreign entity organized or

incorporated in another province or country?

INSTRUCTIONS:

• Please retain a copy for your records. If the request

is mailed, the Name Reservation section will notify you

by letter or email once your request is completed.

• Please type or print clearly.

• SHADED AREAS ARE FOR OFFICE USE ONLY.

IF YES, ENTER THE JURISDICTION

NATURE OF BUSINESS

Freedom of Information and Protection of Privacy Act (FOIPPA):

Personal information provided on this form is collected, used and disclosed under

the authority of the FOIPPA and the Business Corporations Act, Cooperative

Association Act, Partnership Act or Society Act for the purposes of assessment.

Questions regarding the collection, use and disclosure of personal information

can be directed to the Manager of Registry Operations at 1 877 526-1526,

PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.

YES

APPLICANT SURNAME FIRST NAME AND INITIALS

ADDRESS

CITY PROVINCE POSTAL CODE

APPLICANT PHONE NO.

( )

COMPLETE THIS SECTION FOR RESULTS BY EMAIL

EMAIL ADDRESS

CONTACT PERSON NAME

NAME

APPROVAL NUMBER

Important: Use this number on all documents and in the

electronic submission of documents.

PRIORITY REQUEST – Additional fee required



YES – This is a priority request and I have

enclosed an additional fee for this service.

ROUTING SLIP NO. DEBIT BCOL ACCOUNT NO.

FOLIO NO.

DEPOSIT ACCOUNT TRANSACTION NO.

GOVT. AGENT TRANSACTION DATE

YYYY MM DD

DATE RECEIVED

YYYY MM DD

GOVT. AGENT TRANSACTION NO.

GOVT. AGENT AMOUNT COLLECTED

Telephone: 1 877 526-1526 Mailing Address: PO Box 9431 Stn Prov Govt Courier Address: 200 – 940 Blanshard Street

www.bcreg.ca Victoria BC V8W 9V3 Victoria BC V8W 3E6

SAMPLE OF

TABLE 1 ARTICLES

NAME OF COMPANY

(“The Company”)

The Company has as its articles the following articles.

FULL NAME AND SIGNATURE OF EACH INCORPORATOR

DATE SIGNED

YYYY / MM / DD

Incorporation Number:

Table 1

[am. B.C. Reg.s 315/2004, ss. 5 to 9; 186/2007.]

Articles

Part 1 — Interpretation

Definitions

1.1 Without limiting Article 1.2, in these articles, unless the context requires otherwise:

“adjourned meeting” means the meeting to which a meeting is adjourned under Article 8.6 or 8.10;

“appropriate person” has the same meaning as in the

Securities Transfer Act;

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

“

Business Corporations Act

” means the

Business Corporations Act

, S.B.C. 2002, c.57, and includes its

regulations;

“

Interpretation Act

” means the

Interpretation Act

, R.S.B.C. 1996, c. 238;

“protected purchaser” has the same meaning as in the

Securities Transfer Act;

“trustee”, in relation to a shareholder, means the personal or other legal representative of the shareholder,

and includes a trustee in bankruptcy of the shareholder.

Business Corporations Act

definitions apply

1.2 The definitions in the

Business Corporations Act

apply to these articles.

Interpretation Act

applies

1.3 The

Interpretation Act

applies to the interpretation of these articles as if these articles were an enactment.

Conflict in definitions

1.4 If there is a conflict between a definition in the

Business Corporations Act

and a definition or rule in the

Interpretation Act

relating to a term used in these articles, the definition in the

Business Corporations Act

will prevail in relation to the use of the term in these articles.

Conflict between articles and legislation

1.5 If there is a conflict between these articles and the

Business Corporations Act

, the

Business Corporations

Act

will prevail.

Signature of Incorporator

Full name of Incorporator

Signature of Incorporator

Full name of Incorporator

Part 2 — Shares and Share Certificates

Form of share certificate

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

Business Corporations Act

Right to share certificate

2.2 Each shareholder is entitled, without charge, to one certificate representing the share or shares of each

class or series of shares held by the shareholder.

Sending of share certificate

2.3 Any share certificate to which a shareholder is entitled may be sent to the shareholder by mail and neither

the Company nor any agent is liable for any loss to the shareholder because the certificate sent is lost in

the mail or stolen.

Replacement of worn out or defaced certificate

2.4 If the directors are satisfied that a share certificate is worn out or defaced, they must, on production to

them of the certificate and on such other terms, if any, as they think fit,

(a) order the certificate to be cancelled, and

(b) issue a replacement share certificate.

Replacement of lost, destroyed or wrongfully taken certificate

2.5 If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or

wrongfully taken, the Company must issue a new share certificate, if the person

(a) so requests before the Company has notice that the lost, destroyed or wrongfully taken share

certificate has been acquired by a protected purchaser,

(b) provides the Company with an indemnity bond sufficient, in the judgment of the directors, to protect

the Company from any loss that the Company may suffer by issuing a new certificate, and

Certificate not to be replaced after registration of transfer

2.51 A person entitled to a share certificate may not assert against the Company a claim for a new share

certificate under Article 2.5 if

(a) the share certificate has been lost, apparently destroyed or wrongfully taken and the person fails to

notify the Company of that fact within a reasonable time after the person has notice of it, and

(b) the Company registers a transfer of the shares represented by the certificate before receiving a notice

of the loss, apparent destruction or wrongful taking of the share certificate.

Splitting share certificates

2.6 If a shareholder surrenders a share certificate to the Company with a written request that the Company

issue in the shareholder’s name 2 or more certificates, each representing a specified number of shares and

in the aggregate representing the same number of shares as the certificate so surrendered, the Company

must cancel the surrendered certificate and issue replacement share certificates in accordance with that

request.

Part 3 — Issue of Shares

Directors authorized to issue shares

3.1 The directors may, subject to the rights of the holders of the issued shares of the Company, issue, allot,

sell, grant options on or otherwise dispose of the unissued shares, and issued shares held by the

Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and

for the issue prices that the directors, in their absolute discretion, may determine.

Company need not recognize unregistered interests

3.2 Except as required by law or these articles, the Company need not recognize or provide for any person’s

interests in or rights to a share unless that person is the shareholder of the share.

Part 4 — Share Transfers

Registering transfers

4.1 If the Company has issued, or may be required to issue, a share certificate in respect of a share of the

Company, a transfer of that share must not be registered unless the Company, or the transfer agent or

registrar for the applicable class or series of shares, has received

(a) the share certificate, if any,

(b) a written instrument of transfer, which instrument of transfer may be on a separate document or on the

share certificate, endorsed by

(i) the shareholder,

(ii) any other appropriate person, or

(iii) an agent who has actual authority to act on behalf of the shareholder or appropriate person, and

applicable class or series of shares, to prove

(i) the title of the transferor,

(ii) the transferor’s right to transfer the share

(iii) that the endorsement is genuine and authorized, or

(iv) that the transfer is rightful or is to a protected purchaser.

4.2 and 4.3 Repealed. [B.C. Reg. 186/2007, s.c.]

Transfer fee

4.4 There must be paid to the Company, in relation to the registration of any transfer, the amount determined

by the directors.

Part 5 — Purchase of Shares

Company authorized to purchase shares

5.1 Subject to the special rights and restrictions attached to any class or series of shares, the Company may,

if it is authorized to do so by the directors, purchase or otherwise acquire any of its shares.

Part 6 — Borrowing Powers

Powers of directors

6.1 The directors may from time to time on behalf of the Company

(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,

other person, and

(d) mortgage or charge, whether by way of specific or floating charge, or give other security on the whole

or any part of the present and future undertaking of the Company.

Part 7 — General Meetings

Annual general meetings

7.1 Unless an annual general meeting is deferred or waived in accordance with section 182 (2) (a) or (c) of the

Business Corporations 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 general meeting.

When annual general meeting is deemed to have been held

7.2 If all of the shareholders who are entitled to vote at an annual general meeting consent by a unanimous

resolution under section 182 (2) (b) of the

Business Corporations Act

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 selected, under section 182 (3) of the

Business Corporations Act

, in the unanimous resolution.

Calling of shareholder meetings

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

Special business

7.4 If a meeting of shareholders is to consider special business within the meaning of Article 8.1, 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 by 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.

Part 8 — Proceedings at Meetings of Shareholders

Special business

8.1 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;

(vi) the appointment of an auditor;

(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 or an exceptional resolution.

Quorum

8.2 Subject to the special rights and restrictions attached to the shares of any class or series of shares, the

quorum for the transaction of business at a meeting of shareholders is 2 persons who are, or who represent

by proxy, shareholders who, in the aggregate, hold at least 1/20 of the issued shares entitled to be voted at

the meeting.

One shareholder may constitute quorum

8.3 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.

Other persons may attend

8.4 The directors, the president, if any, the secretary, if any, and any lawyer or auditor for the Company are

entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of

shareholders, 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.

Requirement of quorum

8.5 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.

Lack of quorum

8.6 If, within 1/2 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 convened by requisition of 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.

Lack of quorum at succeeding meeting

8.7 If, at the meeting to which the first meeting referred to in Article 8.6 was adjourned, a quorum is not

present within 1/2 hour from the time set for the holding of the meeting, the persons present and being, or

representing by proxy, shareholders entitled to attend and vote at the meeting constitute a quorum.

Chair

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

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

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

Alternate chair

8.9 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 must

choose one of their number to be chair of the meeting or if all of the directors present decline to take the

chair or fail to so choose or if no director is present, the shareholders present in person or by proxy must

choose any person present at the meeting to chair the meeting.

Adjournments

8.10 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.

Notice of adjourned meeting

8.11 It is not necessary to give any notice of an adjourned meeting 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.

Motion need not be seconded

8.12 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.

Manner of taking a poll

8.13 Subject to Article 8.14, if a poll is duly demanded at a meeting of shareholders,

(a) the poll must be taken

(i) at the meeting, or within 7 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 a resolution of and passed at the meeting at which the poll is

demanded, and

Demand for a poll on adjournment

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

the meeting.

Demand for a poll not to prevent continuation of meeting

8.15 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.

Poll not available in respect of election of chair

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

Casting of votes on poll

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

Chair must resolve dispute

8.18 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 same, and his or her determination made in good faith is final and conclusive.

Chair has no second vote

8.19 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 casting or second vote in addition to the vote or votes to which the chair may be

entitled as a shareholder.

Declaration of result

8.20 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.

Part 9 — Votes of Shareholders

Voting rights

9.1 Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint

registered holders of shares under Article 9.3,

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

vote at the meeting has one vote, and

(b) on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder

that carries the right to vote on that poll and may exercise that vote either in person or by proxy.

Trustee of shareholder may vote

9.2 A person who is not a shareholder may vote on a resolution 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 in relation to that

resolution, if, before doing so, the person satisfies the chair of the meeting at which the resolution is to be

considered, or the directors, that the person is a trustee for a shareholder who is entitled to vote on the

resolution.

Votes by joint shareholders

9.3 If there are joint shareholders registered in respect of any share,

(a) any one of the joint shareholders may vote at any meeting, either 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, personally or by proxy, the joint

shareholder present whose name stands first on the central securities register in respect of the share

is alone entitled to vote in respect of that share.

Trustees as joint shareholders

9.4 Two or more trustees of a shareholder in whose sole name any share is registered are, for the purposes of

Article 9.3, deemed to be joint shareholders.

Representative of a corporate shareholder

9.5 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

(i) 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 2 business days before the day set for the

holding of the meeting, or

(ii) be provided, at the meeting, to the chair of the meeting, and

(b) if a representative is appointed under this Article,

(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.

Proxy provisions do not apply to all companies

9.6 Articles 9.7 to 9.13 do not apply to the Company if and for so long as it is a public company or a

pre-existing reporting company.

Appointment of proxy holder

9.7 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 of the Company may, by proxy, appoint a proxy

holder to attend and act at the meeting in the manner, to the extent and with the powers conferred by the

proxy.

Alternate proxy holders

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

When proxy holder need not be shareholder

9.9 A person must not be appointed as a proxy holder unless the person is a shareholder, although a person

who is not a shareholder may be appointed as a proxy holder if

(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed

under Article 9.5,

(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one

shareholder entitled to vote at the meeting, or

proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in

respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and

vote at the meeting.

Form of proxy

9.10 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:

(Name of Company)

The undersigned, being a shareholder of the above named Company, hereby appoints

......................................, or, failing that person, ..........................................., as proxy holder for the

undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to

be held on the ........... day of........................, ........... and at any adjournment of that meeting.

Signed this ........... day of ..............., ...........

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

Signature of shareholder

Provision of proxies

9.11 A proxy for a meeting of shareholders must

(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, 2 business days, before the day set for the holding of the meeting, or

(b) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting.

Revocation of proxies

9.12 Subject to Article 9.13, every proxy may be revoked by an instrument in writing that is

(a) received at the registered office of the Company at any time up to and including the last business day

before the day set for the holding of the meeting at which the proxy is to be used, or

(b) provided at the meeting to the chair of the meeting.

Revocation of proxies must be signed

9.13 An instrument referred to in Article 9.12 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 his or her trustee;

(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 Article 9.5.

Validity of proxy votes

9.14 A vote given in accordance with the terms of a proxy is valid despite 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 at which the proxy is to be used, or

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

Production of evidence of authority to vote

9.15 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.

Part 10 — Election and Removal of Directors

Number of directors

10.1 The Company must have a board of directors consisting of

(a) subject to paragraph (b), the number of directors that is equal to the number of the Company’s first

directors, or

(b) the number of directors set by ordinary resolution of the shareholders.

Change in number of directors

10.2 If the number of directors is changed by the shareholders under Article 10.1 (b),

(a) the change is effective whether or not previous notice of the resolution was given, and

(b) the shareholders may elect, or appoint by ordinary resolution, the directors needed to fill any vacancies

in the board of directors that result from that change.

Election of directors

10.3 At every annual general meeting,

(a) the shareholders entitled to vote at the annual general meeting for the election or appointment of

directors must elect or appoint a board of directors consisting of the number of directors for the time

being required under these articles, and

(b) all the directors cease to hold office immediately before the election or appointment of directors under

paragraph (a), but are eligible for re-election or reappointment.

Failure to elect or appoint directors

10.4 If the Company fails to hold an annual general meeting in accordance with the

Business Corporations Act

or fails, at an annual general meeting, to elect or appoint any directors, the directors then in office continue

to hold office until the earlier of

(a) the date on which the failure is remedied, and

(b) the date on which they otherwise cease to hold office under the

Business Corporations Act

or these

articles.

Additional directors

10.5 Despite Articles 10.1 and 10.2, the directors may appoint one or more additional directors, but the number

of additional directors appointed under this Article must not at any time exceed

(a) 1/3 of the number of first directors, if, at the time of the appointments, one or more of the first directors

have not yet completed their first term of office, or

(b) in any other case, 1/3 of the number of the current directors who were elected or appointed as directors

other than under this Article.

Directors’ acts valid despite vacancy

10.6 An act or proceeding of the directors is not invalid merely because fewer than the number of directors

required by Article 10.1 are in office.

Part 11 — Proceedings of Directors

Meetings of directors

11.1 The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings

as they think fit, and meetings of the board held at regular intervals may be held at the place, at the time

and on the notice, if any, that the board may by resolution from time to time determine.

Chair of meetings

11.2 Meetings of directors are to be chaired by

(a) the chair of the board, if any,

(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.

Voting at meetings

11.3 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.

Who may call extraordinary meetings

11.4 A director may, and the secretary, if any, on request of a director must, call a meeting of the board at any time.

Notice of extraordinary meetings

11.5 Subject to Articles 11.6 and 11.7, if a meeting of the board is called under Article 11.4, reasonable notice

of that meeting, specifying the place, date and time of that meeting, must be given to each of the directors

(a) by mail addressed to the director’s address as it appears on the books of the Company or to any other

address provided to the Company by the director for this purpose,

(b) by leaving it at the director’s prescribed address or at any other address provided to the Company by

the director for this purpose, or

legibly transmitting messages.

When notice not required

11.6 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 filed a waiver under Article 11.8.

Meeting valid despite failure to give notice

11.7 The accidental omission to give notice of any meeting of directors to any director, or the non-receipt of any

notice by any director, does not invalidate any proceedings at that meeting.

Waiver of notice of meetings

11.8 Any director may file with the Company a document signed by the director waiving notice of any past,

present or future meeting of the directors and may at any time withdraw that waiver with respect to

meetings of the directors held after that withdrawal.

Effect of waiver

11.9 After a director files a waiver under Article 11.8 with respect to future meetings of the directors, and until

that waiver is withdrawn, notice of any meeting of the directors need not be given to that director unless

the director otherwise requires in writing to the Company.

Quorum

11.10 The quorum necessary for the transaction of the business of the directors may be set by the directors and,

if not so set, is a majority of the directors.

If only one director

11.11 If, in accordance with Article 10.1, the number of directors is one, the quorum necessary for the

transaction of the business of the directors is one director, and that director may constitute a meeting.

Part 12 — Committees of Directors

Appointment of committees

12.1 The directors may, by resolution,

(a) appoint one or more committees consisting of the director or directors that they consider appropriate,

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

(i) the power to fill vacancies in the board,

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

(iii)the power to appoint or remove officers appointed by the board, and

Obligations of committee

12.2 Any committee formed under Article 12.1, 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 to the earliest meeting of the directors to be

held after the act or thing has been done.

Powers of board

12.3 The board may, at any time,

(a) revoke the authority given to a committee, or override a decision made by a committee, except as to

acts done before such revocation or overriding,

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

Committee meetings

12.4 Subject to Article 12.2 (a),

(a) the members of a directors’ committee may meet and adjourn as they think proper,

(b) a directors’ committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if

at any 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 a directors’ 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 has no second or

casting vote.

Part 13 — Officers

Appointment of officers

13.1 The board may, from time to time, appoint a president, secretary or any other officers that it considers

necessary, and none of the individuals appointed as officers need be a member of the board.

Functions, duties and powers of officers

13.2 The board may, for each officer,

(a) determine the functions and duties the officer is to perform,

(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

officer.

Remuneration

13.3 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 board thinks fit and are

subject to termination at the pleasure of the board.

Part 14 — Disclosure of Interest of Directors

Other office of director

14.1 A director may hold any office or place of profit with the Company (other than the office of auditor of the

Company) in addition to his or her office of director for the period and on the terms (as to remuneration or

otherwise) that the directors may determine.

No disqualification

14.2 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.

Professional services by director or officer

14.3 Subject to compliance with the provisions of the

Business Corporations Act

, a director or officer of the

Company, or any corporation or firm in which that individual 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 corporation

or firm is entitled to remuneration for professional services as if that individual were not a director or officer.

Accountability

14.4 A director or officer may be or become a director, officer or employee of, or may otherwise be or become

interested in, any corporation, firm or entity in which the Company may be interested as a shareholder or

otherwise, and, subject to compliance with the provisions of the

Business Corporations Act

, the director or

officer is not accountable to the Company for any remuneration or other benefits received by him or her as

director, officer or employee of, or from his or her interest in, such other corporation, firm or entity.

Part 15 — Indemnification

Indemnification of directors

15.1 The directors must cause the Company to indemnify its directors and former directors, and their respective

heirs and personal or other legal representatives to the greatest extent permitted by Division 5 of Part 5 of

the

Business Corporations Act

Deemed contract

15.2 Each director is deemed to have contracted with the Company on the terms of the indemnity referred to in

Article 15.1.

Part 16 — Dividends

Declaration of dividends

16.1 Subject to the rights, if any, of shareholders holding shares with special rights as to dividends, the

directors may from time to time declare and authorize payment of any dividends the directors consider

appropriate.

No notice required

16.2 The directors need not give notice to any shareholder of any declaration under Article 16.1.

Directors may determine when dividend payable

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

Dividends to be paid in accordance with number of shares

16.4 Subject to the rights of shareholders, if any, holding shares with special rights as to dividends, all

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

such shares held.

Manner of paying dividend

16.5 A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of

specific assets or of paid up shares or fractional shares, bonds, debentures or other debt obligations of the

Company, or in any one or more of those ways, and, if any difficulty arises in regard to the distribution, the

directors may settle the difficulty as they consider expedient, and, in particular, may set the value for

distribution of specific assets.

Dividend bears no interest

16.6 No dividend bears interest against the Company.

Fractional dividends

16.7 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.

This is an unofficial excerpt from the Business Corporation Regulation and is enclosed for ease of reference

only. For complete information, refer to the Business Corporation Regulation. Acts and Regulations are

available for purchase through Crown Publications Inc. www.crownpub.bc.ca.

Payment of dividends

16.8 Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made

payable to the order of the person to whom it is sent, and mailed

(a) subject to paragraphs (b) and (c), to the address of the shareholder,

(b) subject to paragraph (c), in the case of joint shareholders, to the address of the joint shareholder

whose name stands first on the central securities register in respect of the shares, or

Receipt by joint shareholders

16.9 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.

Part 17 — Accounting Records

Recording of financial affairs

17.1 The board must cause adequate accounting records to be kept to record properly the financial affairs and

condition of the Company and to comply with the provisions of the

Business Corporations Act

Part 18 — Execution of Instruments under Seal

Who may attest seal

18.1 The Company’s seal, if any, must not be impressed on any record except when that impression is attested

by the signature or signatures of

(a) any 2 directors,

(b) any officer, together with any director,

(d) any one or more directors or officers or persons as may be determined by resolution of the directors.

Sealing copies

18.2 For the purpose of certifying under seal a true copy of any resolution or other document, the seal must be

impressed on that copy and, despite Article 18.1, may be attested by the signature of any director or officer.

Part 19 — Notices

Notice to joint shareholders

19.1 A notice, statement, report or other record may be provided by the Company to the joint registered

shareholders of a share by providing the notice to the joint registered shareholder whose name stands first

on the central securities register in respect of the share.

Notice to trustees

19.2 If a person becomes entitled to a share as a result of the death, bankruptcy or incapacity of a shareholder,

the Company may provide a notice, statement, report or other record to that person by

(a) mailing the record, addressed to that person

(i) by name, by the title of 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 person claiming to be so

entitled, or

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

Part 20 — Restriction on Share Transfer

Application

20.1 Article 20.2 does not apply to the Company if and for so long as it is a public company or a pre-existing

reporting company.

Consent required for transfer

20.2 No shares 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.

SAMPLE OF AN

INCORPORATION AGREEMENT

ADOPTING THE

TABLE 1 ARTICLES

APPENDIX A

SAMPLE OF AN

INCORPORATION AGREEMENT

ADOPTING THE

TABLE 1 ARTICLES

INCORPORATION AGREEMENT

We propose to form a company under the

Business Corporations Act

(BC) under the name of

(the “Company”).

We agree to take the number of shares in the Company set opposite our names:

NAME OF INCORPORATOR SIGNATURE OF INCORPORATOR

NUMBER OF

DATE OF

SIGNING

YYYY / MM / DD

The Company has as its Articles the Table 1 Articles under the

Business Corporations Act

(BC).

NAME

SIGNATURE

DATE OF

SIGNING

YYYY / MM / DD

SAMPLE OF TABLE 1 ARTICLES

RESET

NAME OF COMPANY – Choose one of the following:

The name is the name

reserved for the company to be incorporated. The name reservation number is , OR

The company is to be incorporated with a name created by adding “B.C. Ltd.” after the incorporation number of

the company.

DO NOT MAIL THIS FORM to BC Registry Services unless you

are instructed to do so by registry staff. The Regulation

under the Business Corporations Act requires the electronic

version of this

form to be filed on the Internet at

www.corporateonline.gov.bc.ca

INCORPORATION EFFECTIVE DATE – Choose one of the following:

LAST NAME

If an incorporator is a corporation or firm, enter the full name of the corporation or firm. Attach an additional sheet if more

space is required.

MAILING ADDRESS

INCORPORATOR NAME(S) AND MAILING ADDRESS(ES)

FIRST NAME MIDDLE NAME

POSTAL CODE/ZIP CODE

The incorporation is to take effect at the time that this application is filed with the registrar.

The incorporation is to take effect at 12:01a.m. Pacific Time on

being a date that is not more than ten days after the date of the filing of this application.

The incorporation

is to take effect at Pacific Time on

being a date and time that is not more than ten days after the date of the filing of this application.

YYYY / MM / DD

LAST NAME

MAILING ADDRESS

FIRST NAME MIDDLE NAME

POSTAL CODE/ZIP CODE

LAST NAME

MAILING ADDRESS

FIRST NAME

MIDDLE NAME

POSTAL CODE/ZIP CODE

COUNTRYPROVINCE/STATE

YYYY / MM / DD

a.m. or p.m.

CORPORATION OR FIRM NAME

FORM 01 COM (MAY 2017)

Page 1

Freedom of Information and Protection of Privacy Act (FOIPPA):

Personal information provided on this form is collected, used and disclosed

under the authority of the FOIPPA and the Business Corporations Act for

the purposes of assessment. Questions regarding the collection, use

and disclosure of personal information can be directed to the Manager of

Registries Operations at 1 877 526-1526, PO Box 9431 Stn Prov Govt,

Victoria BC V8W 9V3.

Mailing Address: PO Box 9431 Stn Prov Govt

Courier Address: 200 – 940 Blanshard Street

Telephone: 1 877 526-1526

www.bcreg.ca Victoria BC V8W 9V3 Victoria BC V8W 3E6

BC Company

INCORPORATION APPLICATION

BUSINESS CORPORATIONS ACT, section 10

NAME OF COMPLETING PARTY SIGNATURE OF COMPLETING PARTY

YYYY / MM / DD

DATE SIGNED

FORM 01 (MAY 2017)

Page 2

COMPLETING PARTY STATEMENT

the completing party, have examined the Articles and Incorporation Agreement applicable to the company that is to be

incorporated by the filing of this Incorporation Application and confirm that:

(a) the Articles and Incorporation Agreement both contain a signature line for each person identified as an incorporator in

the Incorporation Application with the name of that person set out legibly under the signature line,

(b) an original signature has been placed on each of those signature lines, and

(c) I have no reason to believe that the signature placed on a signature line is not the signature of the person whose name

is set out under that signature line.

FIRST NAME MIDDLE NAME

LAST NAME

COMPLETING PARTY –

The completing party must be an individual, not a corporation or a ﬁrm.

LAST NAME

FIRST NAME

MIDDLE NAME

MAILING ADDRESS OF COMPLETING PARTY

POSTAL CODE/ZIP CODE

COUNTRY

PROVINCE/STATE

NOTICE OF ARTICLES

LAST NAME

B TRANSLATION OF COMPANY NAME

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may

select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can

usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the

mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if

more space is required.

Set out the name of the company as set out in Item A of the Incorporation Application.

DELIVERY ADDRESS

NAME OF COMPANY

Set out every translation of the company name that the company intends to use outside of Canada.

DIRECTOR NAME(S) AND ADDRESS(ES)

FIRST NAME

MIDDLE NAME

POSTAL CODE/ZIP CODE

MAILING ADDRESS

POSTAL CODE/ZIP CODE

LAST NAME

DELIVERY ADDRESS

FIRST NAME MIDDLE NAME

POSTAL CODE/ZIP CODE

MAILING ADDRESS

POSTAL CODE/ZIP CODE

LAST NAME

DELIVERY ADDRESS

FIRST NAME

MIDDLE NAME

POSTAL CODE/ZIP CODE

MAILING ADDRESS

POSTAL CODE/ZIP CODE

LAST NAME

DELIVERY ADDRESS

FIRST NAME MIDDLE NAME

POSTAL CODE/ZIP CODE

MAILING ADDRESS

POSTAL CODE/ZIP CODE

FORM 01 COM (MAY 2017)

Page 3

COUNTRYPROVINCE/STATE

Maximum number of shares of this

class or series of shares that the company

is authorized to issue, or indicate there is

no maximum number.

Identifying name of class

or series of shares

Kind of shares of this class

or series of shares.

Are there special rights

or restrictions attached

to the shares of this class or

series of shares?

Type of

currency

THERE IS NO

MAXIMUM

(✔)

MAXIMUM NUMBER

OF SHARES

AUTHORIZED

WITH A PAR

VALUE OF

($)

YES

(✔)

WITHOUT

PAR VALUE

(✔)

DELIVERY ADDRESS OF THE COMPANY’S REGISTERED OFFICE

POSTAL CODE

MAILING ADDRESS OF THE COMPANY’S REGISTERED OFFICE

POSTAL CODE

REGISTERED OFFICE ADDRESSES

DELIVERY ADDRESS OF THE COMPANY’S RECORDS OFFICE

POSTAL CODE

MAILING ADDRESS OF THE COMPANY’S RECORDS OFFICE

POSTAL CODE

RECORDS OFFICE ADDRESSES

AUTHORIZED SHARE STRUCTURE

FORM 01 COM (MAY 2017)

Page 4

PROVINCE

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