Magna Mining Inc. — Proxy Solicitation & Information Statement 2021

Feb 9, 2021

CT DEVELOPERS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE

HELD ON MARCH 1, 2021

AND

MANAGEMENT INFORMATION CIRCULAR

DATED JANUARY 25, 2021

CT DEVELOPERS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT an annual and special meeting (the "Meeting") of the shareholders of CT Developers Ltd. (the "Corporation") will be held at 1125 Howe St #1400, Vancouver, BC V6Z 2K8 on March 1, 2021 at 11:00 a.m. (Vancouver time). The Meeting will be held for the following purposes:

• 1. to receive the audited financial statements of the Corporation for the year ended June 30, 2019 and the accompanying report of the auditor;
• 1. to receive the audited financial statements of the Corporation for the year ended June 30, 2020 and the accompanying report of the auditor;
• 1. to ratify, approve and appoint the auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditor's remuneration, as more fully described in the management information circular dated January 25, 2021 (the "Management Information Circular") accompanying this notice of Meeting;
• 1. (A) to elect the directors of the Corporation to serve from the close of the Meeting (the "Current Slate") until the earlier of: (i) the close of the next annual meeting of shareholders of the Corporation; and (ii) a date determined by the Current Slate, such date to be (x) no earlier than the time of completion of the Corporation's proposed qualifying transaction with Magna Mining Corp. (the "Magna Transaction") and (y) not later than one business day following the date of completion of the Magna Transaction, and, if no such determination is made by the Current Slate, such determination will be deemed to have been made and the date deemed to be determined shall be one business day following the date of completion of the Magna Transaction (any such determined time, the "Change of Board Time"), as more fully described in the Management Information Circular; and (B) to elect the directors of the Corporation to serve from the Change of Board Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;
• 1. to consider and, if deemed advisable, to pass, with or without variation, a resolution approving the stock option plan of the Corporation;
• 1. to consider and, if deemed appropriate, to pass, with or without variation, a resolution, as more fully described in the Management Information Circular, approving By-law No. 1 of the Corporation substantially in the form attached to the Management Information Circular;
• 1. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to "Magna Mining Inc." or such other name as may be proposed by Magna Mining Corp. and acceptable to the TSX Venture Exchange, as more fully described in the Management Information Circular;
• 1. to consider and, if deemed advisable, to pass with or without variation, a special resolution authorizing the consolidation of the Corporation's issued and outstanding common shares on the basis of 1 new common share for every 4 common shares issued and outstanding before the consolidation, with such consolidation being conditional upon completion of the Transaction; and
• 1. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

Information relating to the items above is set forth in the Management Information Circular accompanying this notice of Meeting.

Only shareholders of record as of January 25, 2021, the record date, are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof.

Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of shareholders, employees, other stakeholders and the community, shareholders are strongly encouraged to vote on the matters before the Meeting by proxy, appointing the person designated by management in the proxy form or voting instruction instead of attending the Meeting in person.

We ask that shareholders review and follow the instructions of any provincial, regional or other health authorities holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact with has travelled outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Management Information Circular accompanying this notice of Meeting.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, state and local laws and orders, including without limitation: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation's profile on SEDAR at www.sedar.com as well as on the Corporation's website at lloneincinfo@gmail.com. We strongly recommend that you check the Corporation's website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

IMPORTANT

It is desirable that as many common shares as possible be represented at the Meeting. If you do not expect to attend and would like your common shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be deposited at the office of the Registrar and Transfer Agent of the Corporation, Computershare Investor Services Inc., at its principal office at 100 University Ave, 8th Floor, Toronto ON, M5J 2Y1 not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.

DATED at Toronto, Ontario this 25th day of January, 2021.

By Order of the Board of CT Developers Ltd.

(signed) "Norman Eyolfson"

Norman Eyolfson Chief Executive Officer

CT DEVELOPERS LTD.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (the "Management Information Circular") is provided in connection with the solicitation of proxies by management of CT Developers Ltd. (the "Corporation") for use at the annual and special meeting (the "Meeting") of the holders ("Shareholders") of common shares in the capital of the Corporation ("Common Shares"). The Meeting will be held on March 1, 2021 at 11:00 a.m. (Vancouver time) at 1125 Howe St #1400, Vancouver, BC V6Z 2K8, for the purposes set forth in the notice of annual and special meeting accompanying this Management Information Circular (the "Notice").

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication, who will not be remunerated therefor. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of Shareholders, employees, other stakeholders and the community, Shareholders are strongly encouraged to vote on the matters before the Meeting by proxy, appointing the person designated by management in the proxy form or voting instruction instead of attending the Meeting in person.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent hassent these materials directly to you, your name and address and information about your securities holdings, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding such securities on your behalf.

Accompanying this Management Information Circular (and filed with applicable securities regulatory authorities) is a form of proxy for use at the Meeting (the "Instrument of Proxy"). Each Shareholder who is entitled to attend the Meeting is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

In light of the rapidly evolving news and guidelines related to the COVID-19 pandemic, we ask that, in considering whether to attend the Meeting in person, Shareholders follow the instructions of any provincial, regional or other health authorities holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact with has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in this Management Information Circular.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, state and local laws and orders, including without limitation: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation's profile on SEDAR at www.sedar.com. We strongly recommend that you check the Corporation's website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

Unless otherwise stated, the information contained in this Management Information Circular is given as of January 25, 2021 (the "Effective Date").

All time references in this Management Information Circular are in Vancouver time.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper form of proxy to Computershare Investor Services Inc. (the "Transfer Agent") either in person, or by mail or courier, to 100 University Ave, 8th Floor, Toronto, Ontario, M5J 2Y1.

The persons named as proxyholders in the Instrument of Proxy accompanying this Management Information Circular are directors or officers of the Corporation and are representatives of the Corporation's management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) as his or her representative at the Meeting may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person's name in the blank space provided in the accompanying Instrument of Proxy; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to the Transfer Agent, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Instrument of Proxy should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and provide instructions on how the Common Shares are to be voted. The nominee should bring personal identification to the Meeting. In any case, the form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the form of proxy).

In order to validly appoint a proxy, instruments of proxy must be received by the Transfer Agent (the address is stated above or in the Instrument of Proxy) at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment or postponement thereof. After such time, the Chairman of the Meeting may accept or reject a form of proxy delivered to him in his discretion but is under no obligation to accept or reject any particular late form of proxy.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the registered office of the Corporation (1764 Rathburn Road East, Unit 1 Mississauga, Ontario L4W 2N8) or the Transfer Agent (100 University Ave, 8th Floor, Toronto, Ontario, M5J 2Y1) at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to be used, or deposited with the Chairman of such Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

Additionally, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the Chairman before the proxy is exercised) and vote in person (or withhold from voting).

Signature on Proxies

The form of proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A form of proxy signed by a person acting as attorney or in some other representative capacity should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his or her proxy how to vote his or her Common Shares by completing the blanks on the Instrument of Proxy.

The Common Shares represented by the enclosed proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, such Common Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Instrument of Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. Unless otherwise stated, the Common Shares represented by a valid Instrument of Proxy will be voted in favour of the election of nominees set forth in this Management Information Circular except where a vacancy among such nominees occurs prior to the Meeting, in which case, such Common Shares may be voted in favour of another nominee in the proxyholder's discretion. As at the Effective Date, management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

Advice to Beneficial Shareholders

The information set forth in this section is of importance to many Shareholders, as certain Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Management Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders who are registered shareholders (that is, shareholders whose names appear on the records maintained by the registrar and transfer agent for the Common Shares as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder's name. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("BFS") in Canada. BFS typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to BFS, or otherwise communicate voting instructions to BFS (by way of the Internet or telephone, for example). BFS then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a BFS voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to BFS (or instructions respecting the voting of Common Shares must otherwise be communicated to BFS) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the

voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, CDS & Co. or another intermediary, the Beneficial Shareholder may attend the Meeting as proxyholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder, should enter their own names in the blank space on the Instrument of Proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

All references to Shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice are to registered Shareholders unless specifically stated otherwise.

QUALIFYING TRANSACTION

The Corporation expects to enter into a definitive agreement (the "Definitive Agreement") with Magna Mining Corp. ("Magna") and CT Developers Ltd. ("CT") which shall govern the Corporation's qualifying transaction (the "Qualifying Transaction") pursuant to Policy 2.4 – Capital Pool Companies (the "Policy") of the TSX Venture Exchange (the "Exchange"). The Definitive Agreement will supersede the non-binding letter of intent dated October 9, 2020 (the "LOI") entered into between Magna and CT. In connection with the completion of the Transaction, it is expected that an aggregate of 61,570,304 Common Shares will be issued to the Magna Shareholders. The Amalgamation will constitute a reverse takeover of CT because, following the Closing, the Magna Shareholders will own approximately 97% of the outstanding Resulting Issuer Shares on an undiluted basis.

Upon completion of the Amalgamation, CT will continue the business of Magna with Magna as its wholly‐owned, operating subsidiary (the Corporation, after the Amalgamation, referred to herein as the "Resulting Issuer"). Effective on closing of the Magna Transaction, it is anticipated that the name of the Resulting Issuer will be changed to "Magna Mining and Exploration Inc." or such other name as may be acceptable to Magna and the Exchange.

SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE MAGNA TRANSACTION. However, the Magna Transaction is very important to the Corporation and certain matters to be considered at the Meeting are necessary in order to prepare the Corporation to complete the Magna Transaction. Full details regarding Magna and the Magna Transaction will be disclosed by the Corporation in a filing statement (the "Filing Statement") to be prepared and filed under the CPC Policy. The Filing Statement will be posted on SEDAR at www.sedar.com prior to completion of the Magna Transaction. Management of the Corporation will endeavour to post the Filing Statement on SEDAR as quickly as possible, but the posting thereof is not expected to occur until after the date of the Meeting. Shareholders are encouraged to review the Filing Statement of the Corporation when filed on SEDAR as it contains important disclosure regarding the Resulting Issuer and the Magna Transaction.

Subject to receipt of all approvals, including from the Exchange and the Ontario Securities Commission, the Magna Transaction is scheduled to close by no later than June 30, 2021 or on such other date as may be agreed to in writing by the Corporation and Magna. Certain of the resolutions sought to be passed by the Shareholders at the Meeting will be conditions to the completion of the Magna Transaction. Failure to pass these resolutions could impede or prevent the completion of the Magna Transaction.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Shareholders of record as of January 25, 2021 (the "Record Date") are entitled to receive notice and attend and vote at the Meeting. As at the Effective Date, the Corporation had 7,538,446 issued and outstanding Common Shares. These Common Shares are the only voting shares of the Corporation.

To the knowledge of the directors and officers of the Corporation, as at the Effective Date, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No directors or officers of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any one of them, is or was indebted, directly or indirectly, to the Corporation or its subsidiaries at any time since the beginning of the financial period ended June 30, 2020.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Management Information Circular, no director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them, has or has had, at any time since the beginning of the financial period ended June 30, 2020, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation, except as disclosed in this Management Information Circular.

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Management Information Circular, no director or senior officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

All capitalized terms used herein shall have the meaning ascribed thereto in the CPC Policy, unless otherwise defined herein. Section 8.1 of the CPC Policy states that, until the completion of the Qualifying Transaction, no payment of any kind may be made, directly or indirectly, by a CPC to a Non-Arm's Length Party of the CPC or a Non-Arm's Length Party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the CPC or the securities of the CPC or any Resulting Issuer by any means including,

• (a) remuneration, which includes, but is not limited to:
  • (i) salaries;
  • (ii) consulting fees;
  • (iii) management contract fees or directors' fees;
  • (iv) finder's fees;
  • (v) loans;
  • (vi) advances;
  • (vii) bonuses; and
• (b) deposits and similar payments.

The only compensation that is permitted to the directors, officers, employees and consultants of the Corporation is the granting of incentive stock options.

Compensation of Directors

During the financial period ended June 30, 2020, the Corporation paid no cash compensation (including salaries, director's fees, commissions, bonuses paid for services rendered, bonuses paid for services rendered in a previous year, and any compensation other than bonuses earned by the directors for services rendered) to the directors for serving in their capacity as directors, except that the Corporation reimburses the out-of-pocket expenses of its directors incurred in connection with attendance at or participation in meetings of the board of directors (the "Board").

Executive officers of the Corporation who also act as directors of the Corporation do not receive any additional compensation for services rendered in such capacity, other than as paid by the Corporation to such executive officers in their capacity as executive officers.

The following table sets for all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation any subsidiary thereof to each Named Executive Officer ("NEO") and each director of the Corporation, in any capacity, including, for greater certainly, all plan and non-plan compensation, direct and in-direct pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Corporation or any subsidiary thereof:

Name	Salary,consultingfee,retainer orcommission($)	Bonus($)	Committeeor meetingfees($)	Value ofperquisites($)	Value of all othercompensation ($)	Total compensation($)
NormanEyolfson	Nil	Nil	Nil	Nil	Nil	Nil
RichardBuzbuzian	Nil	Nil	Nil	Nil	Nil	Nil
TerryChristopher	Nil	Nil	Nil	Nil	Nil	Nil
Jason C.Monaco	Nil	Nil	Nil	Nil	Nil	Nil

Stock Options and Other Compensation Securities

The officers and directors of the Corporation have been granted a total of 120,000 options (each, an "Option"). Each Option is exercisable to acquire one Common Share at an exercise price of $0.06 per Common Share until the date that is five years from the date of grant, being October 23, 2022. Each of Norman Eyolfson, Richard Buzbuzian, Terry Christopher and Jason C. Monaco were granted 120,000 Options.

During the year ended June 30, 2020, the Corporation granted the following compensation securities to its directors or NEO of the Corporation or any subsidiary thereof, for services provided, or to be provided, directly, to the Corporation or any subsidiary thereof.

Compensation Securities
Name andposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities,andpercentage ofclass	Dateofissueorgrant	Issue,conversionor exerciseprice($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)	Expirydate
NormanEyolfsonCEO, CFODirector	Stock Options	--	--	--	--	--	--
RichardBuzbuzianSecretary,Treasurer,Director	Stock Options	--	--	--	--	--	--
TerryChristopherDirector	Stock Options	--	--	--	--	--	--

Compensation Securities
Name andposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities,andpercentage ofclass	Dateofissueorgrant	Issue,conversionor exerciseprice($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)	Expirydate
Jason C.MonacoDirector	Stock Options	--	--	--	--	--	--

Exercise of Stock Options

During the financial end June 30, 2020, no directors or NEO's of the Corporation exercised compensation Securities.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth the Corporation's compensation plans under which equity securities are authorized for issuance as at the year ended June 30, 2020.

Plan Category	Number of securities tobe issued upon exerciseof outstanding options,warrants and rights	Weighted-averageexercise price ofoutstanding options,warrants and rights	Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))
Equity compensation plansapproved by securityholders	480,000	N/A	273,800
Equity compensation plansnot approved bysecurityholders	N/A	N/A	N/A
Total	480,000		273,800

Termination of Employment, Change in Responsibilities and Employment Contracts

As at the Effective Date, the Corporation did not have any plan, contract or arrangement, compensatory or otherwise: (1) regarding the employment of a NEO, or (2) whereby a NEO is entitled to receive more than $100,000 (including periodic payments or instalments) in the event of the NEO's resignation, retirement or employment, a change of control of the Corporation, or a change in the NEO's responsibilities following a change in control of the Corporation.

Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to the NEO's or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) during the last completed fiscal year other than benefits and perquisites which did not amount to $10,000 or greater per individual.

AUDIT COMMITTEE

Under National Instrument 52-110 - Audit Committees ("NI 52-110"), the Corporation is required to include in this Management Information Circular the disclosure required under Form 52-110F2 with respect to the audit committee (the "Audit Committee") of the Board, including the composition of the Audit Committee, the text of the Audit Committee charter (attached hereto as Schedule "A") and the fees paid to the external auditor. The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 as the Corporation is a "venture issuer". As a result, the Corporation is exempt from the requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Composition of the Audit Committee

The following are the current members of the Audit Committee:

Name	Independence (1)	Financial Literacy
Richard Buzbuzian	Not Independent	Financially Literate
Terry Christopher	Independent	Financially Literate
Jason Monaco	Independent	Financially Literate

Notes:

Please see "Matters to be Considered at the Meeting – Election of Directors – Current Slate" below for biographical information regarding the Audit Committee members and their relevant education and experience.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial period has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52- 110, in whole or in part, granted under Part 8 of NI 52-110.

Audit Committee Charter

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the charter of the Audit Committee attached hereto as Schedule "A".

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditor in the financial period for the year ended June 30, 2020 are approximately as follows:

Financial Period	Audit Fees	Audit Related	Tax Fees	All Other Fees	Total
Ending		Fees
June 30, 2020	$6,000	$0	$0	$0	$6,000
June 30, 2019	$6,000	$0	$0	$0	$6,000

The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 as the Corporation is a "venture issuer".

AUDITOR

At the Meeting, D&H Group LLP, Charted Professional Accountants, located at 1333 W Broadway #10, Vancouver, BC V6H 4C1, will be recommended by the Board for appointment as auditor at remuneration to be fixed by the Board. D&H Group LLP has served as the Corporation's auditor since April 5, 2011. It is anticipated that effective upon completion of the Magna Transaction that D&H Group LLP will resign as the Corporation's auditor and the New Slate (as hereinafter defined) will fill the vacancy by the appointment of Baker Tilly WM LLP.

(1) The Corporation is a "venture issuer" for the purposes of NI 52-110. As such, the Corporation is exempt from the requirement to have the Audit Committee comprised entirely of independent members.

CORPORATE GOVERNANCE

The Board assumes overall responsibility for the direction of the Corporation through its delegation to senior management and through the ongoing function of the Board and its committees, as applicable. The sole business activity of the Corporation to date has been the identification of a potential qualifying transaction.

There are four directors on the Board, of which two members, being Terry Christopher and Jason Monaco, are independent directors. Richard Buzbuzian and Norman Eyolfson are not independent as they are members of management of the Corporation.

The Corporation recognizes the importance of having diversity on its Board and in senior management. However, as a capital pool company without any operations, the Corporation has not yet implemented any specific diversity policies or adopted any specific targets. The Board and management of the Corporation resulting from the Magna Transaction will be responsible for developing and implementing any such policies.

At present, there are no women, visible minorities, Aboriginal peoples or persons with disabilities who are serving on the Board or as senior executive officers of the Corporation. The number and proportion of members of the Board and senior management who self-identify as being a member of one or more of the aforementioned designated groups has been furnished by the respective individuals on a voluntary basis, and such responses have not been independently verified by the Corporation.

MANAGEMENT CONTRACTS

The Corporation does not currently have any management contracts in place.

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the Board, the only matters to be brought before the Meeting are set forth in the accompanying Notice. These matters are described in more detail under the headings below.

1) Financial Statements

The audited financial statements of the Corporation and the auditor's report thereon to be received by the Shareholders at the Meeting are as at and for: (i) the year ended June 30, 2020 and (ii) the year ended June 30, 2019. Each of the annual financial statements to be presented to the Shareholders at the Meeting were audited by D&H Group LLP of Vancouver, BC.

2) Appointment of Auditor

At the Meeting, the Shareholders are required to appoint the auditor of the Corporation. Ordinarily, that would involve re-appointing D&H Group LLP, the Corporation's current auditor, to hold office until the next annual meeting of Shareholders. However, if the Magna Transaction is completed, it will be desirable to change the auditor of the Corporation. In such circumstances, the Shareholders would be asked to consider appointing Baker Tilly WM LLP as auditor of the Corporation. At the time of the Meeting, the Magna Transaction may not yet have been completed and, as such, there can be no assurance that it will be completed.

In order to avoid changing the auditor of the Corporation should it prove unnecessary to do so, and in order to dispense with the need to call an additional meeting of Shareholders to approve a change of auditor following completion of the Magna Transaction, the Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass an ordinary resolution, the text of which is as follows:

"BE IT HEREBY RESOLVED that:

(1) the appointment and service of D&H Group LLP as auditor of the Corporation for prior years be ratified and approved;

• (2) the appointment of D&H Group LLP as auditor of the Corporation to hold office until the earlier of:
  • (a) the next annual meeting of the Shareholders, or
  • (b) 12:01 a.m. on the day following the date on which the Magna Transaction is completed (the "Change of Auditor Time"),

is hereby approved;

• (2) the appointment of Baker Tilly WM LLP, Certified Public Accountants, as auditor of the Corporation to hold office from the Change of Auditor Time until the next annual meeting of the Shareholders is hereby approved; and
• (3) the Board is hereby authorized to fix the remuneration of the auditors so appointed."

D&H Group LLP have agreed to resign as the auditor of the Corporation as of the Change of Auditor Time. The determination not to re-appoint D&H Group LLP as auditor of the Corporation has been made in the context of the Magna Transaction and not because of any reportable event (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations). Baker Tilly WM LLP is the current auditor of Magna and is intended to replace D&H Group LLP, the current auditor of the Corporation.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the resolution regarding the appointment of the auditor as set forth above.

3) Election of Directors

At the Meeting, the Shareholders are required to elect the directors of the Corporation to hold office until the next annual meeting of Shareholders or until the successors of such directors are elected or appointed. It is desirable to: (A) elect the directors of the Corporation (the "Current Slate") to serve from the close of the Meeting until the earlier of (i) the close of the next annual meeting of Shareholders of the Corporation, and (ii) a date determined by the Current Slate, such date to be (x) no earlier than the time of completion of the Magna Transaction, and (y) no later than one business day following the date of completion of the Magna Transaction (and if no such determination is made by the Current Slate, such determination will be deemed to have been made and the date deemed to be determined shall be one business day following the date of completion of the Magna Transaction) (any such determined time, the "Change of Board Time"); and (B) to elect the directors of the Corporation to serve from the Change of Board Time until the close of the next annual meeting of Shareholders of the Corporation or until their successors are elected or appointed (the "New Slate").

It is a condition to the completion of the Magna Transaction that the New Slate, comprised of Jason Jessup, Derrick Weyrauch, Carl DeLuca, John Seaman and Vernon Baker and such other directors as determined by Magna and acceptable to the Exchange, be elected, effective at the Change of Board Time, as directors of the Resulting Issuer. The Board has determined to fix the number of directors effective immediately following the Change of Board Time at five.

At the time of the Meeting, the Magna Transaction will not yet have been completed and, as such, there can be no assurance that it will be completed.

The Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass an ordinary resolution, the text of which is as follows:

"BE IT HEREBY RESOLVED that:

(1) the election of Norman Eyolfson, Richard Buzbuzian, Terry Christopher and Jason Monaco as directors of the Corporation to hold office until the earlier of:

• (a) the close of the next annual meeting of Shareholders of the Corporation; and
• (b) the Change of Board Time,

is hereby approved; and

(2) the election of Jason Jessup, Derrick Weyrauch, Carl DeLuca, John Seaman, and Vernon Baker as directors of the Corporation to hold office from the Change of Board Time until the next annual meeting of the Shareholders, or until their successors are elected or appointed, is hereby approved."

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the election of the directors as set forth above. The Corporation does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed director nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying Instrument of Proxy will be voted FOR another director nominee in their discretion unless the Shareholder has specified in his or her form of proxy that his or her Common Shares are to be withheld from voting in the election of directors. Each director elected as: (A) a Current Slate director will hold office from the close of the Meeting until the earlier of (i) the next annual meeting of Shareholders, or (ii) until the Change of Board Time, as the case may be; and (B) a New Slate director will hold office from the Change of Board time until (i) the next annual meeting of Shareholders, or (ii) their successors are elected or appointed, all as the case may be, unless his or her office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the Canada Business Corporations Act to which the Corporation is subject or any similar corporate legislation to which the Corporation becomes subject.

See below for detailed information regarding the Current Slate and the New Slate under the corresponding headings.

Current Slate

The following table sets forth: (i) the name of each of the persons proposed to be nominated for election as a director of the Corporation as part of the Current Slate, the nominees' municipality and country of residence and all positions and offices in the Corporation presently held by such nominees; (ii) the period during which the respective nominees have served as directors; (iii) the number and percentage of Common Shares beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised; and (iv) principal occupation at the present time and during the preceding five years, as of the Effective Date.

Name,Municipality ofResidence andPosition with theCorporation	Director orOfficer Since	Number and Percentage ofCommon Shares BeneficiallyOwned or Controlled(1)	Principal Occupation forPast Five Years
Norman EyolfsonPresident, Chief ExecutiveOfficer, Chief FinancialOfficer, DirectorOntario, Canada	April 1, 2011	100,000(1.33%)	President, CEO, CFO andDirector of the Corporation;Marketing Consultant; President,843314 Ontario Inc.; Director,Zonte Metals Inc.;
Richard BuzbuzianSecretary, Treasurer,DirectorOntario, Canada	April 1, 2011	150,000(1.99%)	President and director, DroneDelivery Canada Corp.;Director, CT Developers Ltd;President and CEO, OrianaResources Corp.
Terry ChristopherDirectorNova Scotia, Canada	April 1, 2011	230,000(3.05%)	President and CEO, ZonteMetals Inc., Director, CTDevelopers Ltd, Director, OrianaResources Corp;

Name,Municipality ofResidence andPosition with theCorporation	Director orOfficer Since	Number and Percentage ofCommon Shares BeneficiallyOwned or Controlled(1)	Principal Occupation forPast Five Years
Jason MonacoDirectorOntario, Canada	April 1, 2011	550,000(7.30%)	Principal, First Canadian CapitalMarkets, Director, Zonte MetalsInc., Director, Oriana ResourcesCorp

Notes:

(1) Based on the Common Shares issued and outstanding as at the Effective Date.

Biographical information regarding the Current Slate is set out below.

Norman Eyolfson, President, Chief Executive Officer, Chief Financial Officer and Director

Norman Eyolfson is a Toronto based entrepreneur with a background in marketing. Mr. Eyolfson has undertaken many roles in the public markets. Mr. Eyolfson was contracted to perform investor relations for Latitude Minerals Corp., a company in which he later became President and managed through a major reorganization. The company is now known as Corex Gold Corp. (TSXV: CGE). Mr. Eyolfson has been on the Boards of Directors of Corex Gold Corp., Otis Gold Corp. (TSXV: OOO), Magnum Uranium Corp. (TSXV: MM) and Zonte Metals Inc. (TSXV: ZON). He was a member of the Special Committee overseeing the recent amalgamation of Magnum Uranium Corp. and Energy Fuels Inc. Mr. Eyolfson currently sits on the Board of Directors of Otis Gold Corp., Zonte Metals Inc. and Asher Resources Corporation.

Richard Buzbuzian, Secretary, Treasurer and Director

During the past 15 years, Richard Buzbuzian has held various senior executive positions as both a principal and an advisor to public and private companies. His business expertise in the metals and mining industry includes corporate finance, business development, and investor relations. Mr. Buzbuzian was a Director and Chief Operating Officer of the Griffin Corporation (TSXV: GRN) from 1998 to 2004 and was a Director of Armada Data Corp. (TSXV: ARD) from 1999 to 2009. Mr. Buzbuzian is currently a director of Asher Resources Corporation and is responsible for Investor Relations at New Dawn Mining Corp. (TSXV: ND) and Royal Coal Corp. (TSXV: RDA).

Terry Christopher, Director

Terry Christopher is currently the President and CEO of Zonte Metals Inc. (TSXV: ZON), a newly formed exploration company focused on gold. Prior to Zonte, Mr. Christopher was the Chief Geoscientist for Nayarit Gold (TSXV: NYG). Mr. Christopher also served as the Chief Geoscientist for Linear Gold Corp. (TSX: LRR), a mineral exploration company. Mr. Christopher has a Ph.D. in Geochemistry and a BSc. (Hons) in Geology from the Department of Earth Sciences, Memorial University of Newfoundland and currently sits on the Board of Asher Resources Corporation.

Jason Monaco, Director

Mr. Monaco is co-founder of the First Canadian Group of Companies. The First Canadian Group of Companies comprises: First Canadian Capital Markets Ltd., First Canadian Capital Corp., FC Financial Group Ltd., Mortgage Cents Inc., and St. Andrews Insurance Services. Jason's day to day operations are in Investment Banking and Investor Relations, overseeing the capital initiatives and introduction of public companies to the investment community.

Corporate Cease Trade Orders or Bankruptcies

No individual who is currently a director of the Corporation is, or has been within the past ten years, a director, officer or promoter of any other issuer that, while such person was acting in that capacity, was:

• (a) the subject of a cease trade or similar order or an order that denied the issuer access to any exemptions under applicable securities law for a period of more than 30 consecutive days, or
• (b) was declared bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

New Slate

The following table sets forth: (i) the name of each of the persons proposed to be nominated for election as a director of the New Slate and the nominee's municipality and country of residence; (ii) the principal occupation at the present time and during the preceding five years; and (iii) the number and percentage of Common Shares currently beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised, as of the Effective Date.

Name and Place of Residence	Principal Occupation for Past Five Years	Number and Percentage ofCommon SharesBeneficially Owned orControlled(1)
Jason Jessup,Dowling, Ontario, Canada	President, Chief Executive Officer and Director ofMagna since December 2016; Director of Ready SetGold Corp. since December 2020; President of MineManagement Partners Ltd. since August 2014.	Nil(0%)
Derrick WeyrauchToronto, Ontario, Canada	President and Chief Executive Officer of PalladiumOne Mining Inc. since March 2019; Chief FinancialOfficer of Magna since July 2018; Director of Magnasince December 2016; Chief Financial Officer ofCardinal Resources Ltd. from July 2017 to November2018; Chief Executive Officer of Magna fromDecember 2016 to July 2018; Chief Financial Officerof Jaguar Mining Inc. from June 2013 to February2016.	Nil(0%)
Carl DeLucaToronto, Ontario, Canada	Independent legal counsel since February 2020;General Counsel and Corporate Secretary at DetourGold Corporation from January 2019 to January 2020;Head of Legal, Deputy General Counsel, AssociateGeneral Counsel at Vale Canada Limited from October2003 to March 2017.	Nil(0%)
John SeamanThunder Bay, Ontario, Canada	President and Chief Executive Officer of ApexInvestigation & Security Inc. since August 2002;Director of Wolfden Resources Corporation since June2018; Director of Premier Gold Mines Limited sinceMay 2006; Chief Financial Officer of Premier GoldMines Limited from August 2006 to July 2012.	Nil(0%)
Vernon BakerMinneapolis, Minnesota, USA	Chief Executive Officer of Jaguar Mining Inc. sinceAugust 2019; President of Delta Strategies from April2018 to August 2019; General Manager at Goldcorp.from December 2015 to April 2018.	Nil(0%)

Notes:

(1) Based on the number of Common Shares issued and outstanding as at the Effective Date.

Biographical information regarding the New Slate is set out below.

Jason Jessup, Age 44, Proposed Chief Executive Officer and Director of Resulting Issuer

Mr. Jessup has 24 years of experience in the mining industry comprised of operations management, corporate development and project evaluation. He is the founder and President of Mine Management Partners Ltd., a consulting firm that provides management and technical services to the mining industry. Prior to co-founding and serving as Chief Executive Officer of Magna, Mr. Jessup held various positions at FNX Mining, Sandstorm Gold, Premier Royalty, Bridgeport Ventures and INCO. He is also an advisor to the board of directors of Ely Gold Royalties Inc.

Derrick Weyrauch, Age 56, Proposed Chief Financial Officer and Director of Resulting Issuer

Mr. Weyrauch is an experienced mining executive with over 30 years of international experience. He is currently the Chief Executive Officer of Palladium One Mining Inc. and a non-executive director at Cabral Gold Inc. Mr. Weyrauch has previously served as the Chief Financial Officer and non-executive director, including special, audit, compensation and governance committee chairman for a number of mining companies.

Carl DeLuca, Age 53, Proposed Director of Resulting Issuer

Mr. DeLuca was the Chief Legal Counsel for Detour Gold until the acquisition by Kirkland Lake Gold in January 2020. He has more than 13 years of experience with Vale (Inco) in various roles including Head of Legal, Corporate & Assistant Secretary. He is experienced in significant business transactions including complex M&A, JV and project financing.

John Seaman, Age 53, Proposed Director of Resulting Issuer

Mr. Seaman is an accomplished executive with more than 22 years of experience in the mining industry from exploration through development and production. Mr. Seaman is currently the Lead Director of Premier Gold Mines (TSX: PG). Mr. Seaman served as the CFO of Premier Gold Mines from 2006-2012.

Vernon Baker, Age 62, Proposed Director of Resulting Issuer

Mr. Baker has over 30 years of experience in the mining sector. He is currently the CEO of Jaguar Mining (TSX: JAG) and previously served as General Manager of Goldcorp's Cerro Negro Mine, VP Operations at FNX Mining and President of Duluth Metals.

4) Approval of Stock Option Plan

At the Meeting, shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution approving the stock option plan of the Corporation (the "Stock Option Plan") for directors, officers, employees and consultants of the Corporation and its subsidiaries, a copy of which is attached as Schedule "C" to this Management Information Circular. Set forth below is a summary of the Stock Option Plan. The following summary is qualified in all respects by the provisions of the Stock Option Plan. Reference should be made to the Stock Option Plan for the complete provisions thereof.

The purpose of the Stock Option Plan is to add incentive and provide consideration for effective services of employees, officers and directors of the Corporation, and persons performing special technical or other services to the Corporation and its subsidiaries. The number of Common Shares, the exercise price per Common Share, the vesting period and any other terms and conditions of options granted pursuant to the Stock Option Plan, from time to time, are determined by the Board at the time of the grant, subject to the defined parameters of the Stock Option Plan.

The Stock Option Plan is administered by the Board and the Compensation Committee. Participation is limited to directors, officers, employees and consultants providing services to the Corporation.

The exercise price of any option cannot be less than the discounted market price of the Common Shares at the time the option is granted. Market price is deemed to be the closing price as reported on the principal stock exchange or over-the-counter market on which the Common Shares are listed or quoted, on the last trading day immediately preceding the day upon which the option is granted. The exercise period cannot exceed ten years. Options will terminate on the date of expiration specified, 90 days after a participant ceases to be eligible (or 30 days if the recipient is involved in investor relations activities), or one year after the date of death.

The Stock Option Plan allows for the issuance of stock options on a "rolling" basis whereby up to a maximum of 10% of the issued and outstanding Common Shares may be reserved for granting under the Stock Option Plan with no vesting provisions. The maximum number of Common Shares reserved for issuance to any one person shall not exceed 5% of the issued and outstanding Common Shares and to any employee conducting investor relation activities shall not exceed 2% of the issued and outstanding Common Shares, in each case subject to adjustment of such number pursuant to the provisions contained in the Stock Option Plan related to share capital readjustments. Similarly, the maximum number of Common Shares reserved for issuance to Insiders shall not exceed 10% of the issued and outstanding Common Shares.

The complete text of the resolution (the "Stock Option Plan Resolution"), which management intends to place before the Meeting, approving the Stock Option Plan is as follows:

"BE IT RESOLVED THAT:

• (1) the Stock Option Plan, in the form attached as Schedule "B" to the Management Information Circular, be and is hereby confirmed and approved, subject to approval from the Exchange;
• (2) the Board be and hereby is authorized to make any changes to the stock option plan, pursuant to the terms thereof, or as may be required by the Exchange; and
• (3) any one director or officer of the Corporation be and is hereby authorized and directed to perform all such acts, deeds and things and to execute and deliver all such instruments, deeds and documents, and any amendments thereto, as may be necessary or advisable in order to give effect to the foregoing resolution."

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Stock Option Plan Resolution.

5) Approval of By-law No. 1 of the Corporation

At the Meeting, shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution ratifying, adopting and approving By-law No. 1 of the Corporation, in the form attached as Schedule "C" to this Management Information Circular, to improve alignment with the CBCA and market standards.

In addition to several clarifying and administrative changes, By-law No. 1 requires advance notice of director nominations by shareholders and amends the quorum requirements at any meeting of shareholders. The "advance notice" requirement in By-law No. 1 fixes a deadline by which shareholders must submit director nominations prior to any meeting of shareholders. To be timely, notice from the nominating shareholder must be delivered to the Corporation: (i) in the case of an annual meeting, not less than 30 days prior to the date of the meeting, provided, however, that if the annual meeting of shareholders is called for a date that is less than 50 days after the date on which the first public announcement (the "Notice Date") of the date of the annual meeting was made, notice must be received not later than the close of business on the 10th day following the date on which the public announcement of the date of the annual meeting is first made by the Corporation; (ii) in the case of a special meeting of shareholders (which is not also an annual meeting of shareholders), advance notice must be delivered to the Corporation not later than the close of business on the 15th day following the day on which the public announcement of the date of the special meeting of shareholders is first made by the Corporation; and (iii) in either case, if the Corporation uses "notice-andaccess" (as defined in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials to shareholders in respect of a meeting described above in (i) or (ii), and the Notice Date is not less than 50 days before the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the date of the applicable meeting. The adjournment or postponement of a meeting of shareholders or the announcement thereof shall commence a new time period for the giving of a nominating shareholder's notice.

By-law No. 1 further requires any shareholder making a director nomination to provide certain important information about its nominees with its advance notice. By-law No. 1 provides that the Board may, in its sole discretion, waive any advance notice requirement. The Board believes that all shareholders should be provided with sufficient disclosure and time to make appropriate decisions on the election of their board representatives, allowing shareholders to fully participate in the director election process in an informed and effective manner. The advance notice requirement in By-law No. 1 provides a transparent, structured, and fair director nomination process, consistent with the guidelines published by leading proxy advisory firms. No director nominations have been received by the Corporation in respect of the Meeting.

In order for quorum to be met at any meeting of shareholders, it is necessary that two persons entitled to vote at the meeting be present and for not less than 10% of the outstanding shares of the Corporation which may be voted at the meeting to be represented in person or by proxy or by a duly authorized representative of a shareholder.

By-law No. 1 of the Corporation, which replaces in its entirety the existing By-law No. 1 of the Corporation, is attached Schedule "C" to this Management Information Circular. By-law No. 1 of the Corporation was approved by the Board on January 25, 2021, subject to and effective upon approval by shareholders of the Corporation at the Meeting. In order to be effective, an ordinary resolution requires approval by a majority of the votes cast by shareholders for such resolution.

The complete text of the resolution (the "Amended By-law Resolution"), which management intends to place before the Meeting, ratifying, adopting and approving By-law No. 1 is as follows:

"BE IT HEREBY RESOLVED that:

• (1) the repeal of By-law No. 1 of the Corporation is confirmed;
• (2) By-law No. 1 of the Corporation, in the form attached as Schedule "C" to the Management Information Circular, is hereby ratified, adopted and approved; and
• (3) any director or officer of the Corporation is hereby authorized to take any and all such other steps or actions as may be reasonably necessary or appropriate to execute and deliver for and in the name of and on behalf of the Corporation, whether under corporate seal or not, all such other certificates, instruments, agreements, documents and notices, and to take such further actions as may be necessary or appropriate in order to give effect to this resolution."

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Amended By-law Resolution.

6) Corporation Name Change

Upon completion of the Magna Transaction, it is intended that the business of Magna, as currently contemplated to be constituted, will be the business of the Corporation. In connection therewith, the Corporation intends to change its name to "Magna Mining Inc.", or such other name proposed by Magna and acceptable to the Exchange (the "Name Change"). Management is of the opinion that the Name Change is in the best interests of the Corporation in order to reflect the change in its business activities.

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing an amendment of the articles of the Corporation (the "Articles") to effect the Name Change.

The amendment to the Articles to effect the Name Change must be approved by special resolution in order to become effective. To pass, a special resolution requires the affirmative vote of not less than two-thirds of the votes cast by the holders of Common Shares present at the Meeting in person or by proxy. If the holders of Common Shares do not approve the special resolution, the Name Change will not proceed. Shareholders are urged to vote in favour of this special resolution.

The complete text of the resolution (the "Name Change Resolution") which management intends to place before the Meeting authorizing the change of the name of the Corporation is as follows:

"BE IT HEREBY RESOLVED as a special resolution of the Corporation that:

• (1) the name of the Corporation be changed to "Magna Mining Inc." or such other name as may be proposed by Magna and acceptable to the Exchange, and the Director appointed under the Canada Business Corporations Act (the "CBCA") may permit;
• (2) any one director or officer be and is hereby authorized to send to the Director appointed under the CBCA the articles of amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file the articles of amendment in the prescribed form in order to give effect to this resolution, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this resolution; and
• (3) notwithstanding approval of the Shareholders of the Corporation as herein provided, the Board may, in its sole discretion, revoke the resolution before it is acted upon without further approval of the Shareholders of the Corporation."

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Name Change Resolution.

7) Consolidation of Common Shares

In connection with the Magna Transaction, management of the Corporation wishes to be in a position to effect a consolidation of the Corporation's Common Shares on the basis of 4 pre-consolidation Common Shares for 1 postconsolidation Common Share (the "Consolidation"), or such lesser whole number of pre-Consolidation Common Shares as the directors of the Corporation may determine.

Any registered Shareholder who, on the date this resolution is effected, is the registered holder of a number of Common Shares not divisible by four, then in such event, the number of post-Consolidation Common Shares shall be rounded down to the nearest whole number of Common Shares.

As of the Effective Date, there were 7,538,446 Common Shares issued and outstanding. On the basis that there are no changes in the issued capital of the Corporation, following the Consolidation, a total of 1,884,611 Common Shares would be issued and outstanding. There is currently no maximum number of authorized Common Shares and on effecting the Consolidation there will continue to be no maximum number of authorized Common Shares.

Shareholders will be asked to pass a special resolution authorizing the Consolidation, the text of which is set out below. To pass, the special resolution requires the affirmative vote of not less than two-thirds of the votes cast by the holders of Common Shares present at the Meeting in person or by proxy. If the holders of Common Shares do not approve the special resolution, the Consolidation may not proceed. The Consolidation is also subject to applicable regulatory approval, including the approval of the Exchange. Shareholders are urged to vote in favour of this special resolution.

The complete text of the resolution (the "Consolidation Resolution") which management intends to place before the Meeting authorizing the change of the name of the Corporation is as follows:

"BE IT HEREBY RESOLVED as a special resolution of the Corporation that:

• (1) the authorized share structure of the Corporation be altered by consolidating all of the Corporation's issued and outstanding Common Shares on the basis of 4 preconsolidation Common Shares for 1 post-consolidation Common Share;
• (2) in the event that the consolidation would result in the issuance of a fractional Common Share, no fractional Common Share shall be issued and such fraction will be rounded down to the nearest whole number;
• (4) notwithstanding approval of the Shareholders of the Corporation as herein provided, the Board may, in its sole discretion, revoke the resolution before it is acted upon without further approval of the Shareholders of the Corporation; and
• (5) any one director or officer be and is hereby authorized to execute and deliver all such other deeds, documents and other writings and perform any such other acts as may be necessary or desirable to give effect to this resolution."

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Consolidation Resolution.

ADDITIONAL INFORMATION

Financial information pertaining to the Corporation is provided in the Corporation's financial statements and management's discussion and analysis ("MD&A") for the year ended June 30, 2020. Copies of the Corporation's financial statements and related MD&A can be obtained by contacting Norman Eyolfson, CEO of the Corporation, at n.eyolfson@gmail.com. Additional Information relating to the Corporation is available under the Corporation's SEDAR profile at www.sedar.com.

DIRECTORS APPROVAL

The contents of this Management Information Circular and the sending thereof to the Shareholders of the Corporation have been approved by the Board.

January 25, 2021.

(signed) "Norman Eyolfson"

Norman Eyolfson Chief Executive Officer

SCHEDULE "A"

AUDIT COMMITTEE CHARTER

See attached.

CT DEVELOPERS LTD. (the "Corporation")

AUDIT COMMITTEE CHARTER

Statement of Policy

The purpose of the Corporation's audit committee (the "Audit Committee") is to assist the board of directors of the Corporation (herein, the "Board") in discharging its responsibilities with respect to the accounting policies, internal controls and financial reporting of the Corporation. The Audit Committee is also responsible for monitoring compliance with applicable laws and regulations, standards of ethical business conduct and the systems of internal controls. The Audit Committee shall have the authority to retain special legal, accounting or other consultants to advise the Audit Committee. The Audit Committee may request any, director, officer or employee of the Corporation or the Corporation's outside counsel or independent auditor, to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.

The guidelines of the TSX Venture Exchange (the "Exchange Guidelines") suggest that the Board of every listed company should be constituted with a majority of individuals who qualify as "unrelated" directors. An "unrelated" director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act with a view to the be interests of the Corporation other than interest and relationships arising from shareholding. In addition, where a company has a significant shareholder, the Exchange Guidelines suggest that the Board should include a number of directors who do not have interests in either the Corporation or the significant shareholder. In assessing the Exchange Guidelines and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors.

Mandate of the Board of Directors

The mandate of the Board, as prescribed by the Canada Business Corporations Act, is to manage or supervise the management of the business and affairs of the Corporation and to act with a view to the best interests of the Corporation. In doing so, the Board oversees the management of the Corporation's affairs directly and through its committees.

Meetings of the Board of Directors

The Board meets to deal with matters as circumstances require. The Board transacts its business by circulating resolutions for signature by all directors.

Mandate of the Audit Committee

The primary function of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation's systems of internal controls regarding finance and accounting and the Corporation's auditing, accounting and financial reporting processes. The Audit Committee's primary duties and responsibilities are to:

• (a) serve as an independent and objective party to monitor the Corporation's financial reporting and internal control system and review the Corporation's financial statements;

• (b) review and assess management's overall process to identify principal risks that could affect the achievement of the Corporation's business plans and to monitor the process to manage such risks;

• (c) oversee and monitor the Corporation's compliance with legal and regulatory requirements;

• (d) be directly responsible for the appointment, compensation and oversight of the external auditors;

• (e) oversee audits of the Corporation's financial statements;

• (f) oversee and monitor the qualifications, independence and performance of the Corporation's external auditors and internal auditing department;

• (g) oversee and monitor the integrity of the Corporation's financial reporting process and system of internal controls regarding financial reporting and accounting compliance;

• (h) provide an avenue of communication among the external auditors, management, the internal auditing department and the Board; and

• (i) report to the Board regularly.

The Audit Committee has the authority to conduct any review or investigation appropriate to fulfilling its responsibilities. The Audit Committee shall have unrestricted access to personnel and information and any resources necessary to carry out its responsibility. In this regard the Audit Committee may direct internal audit personnel to particular areas of examination.

Operation of the Audit Committee

Reporting of the Audit Committee

The Audit Committee shall report to the Board. The full Board shall be kept informed of the Audit Committee's activities by a report following each Audit Committee meeting.

Composition of the Audit Committee

The Audit Committee shall consist of not less than three directors as determined by the Board, the majority of whom shall qualify as unrelated directors and who are free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the Audit Committee.

All members of the Audit Committee shall have the financial literacy to be able to read and understand the Corporation's financial statements and to understand the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements. At least one member shall have acquired, through: (i) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions; (ii) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; (iii) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or (iv) other relevant experience:

• (a) an understanding of generally accepted accounting principles and financial statements;
• (b) the ability to assess the general application of such principles in connection with the accounting for estimates accruals and reserves;
• (c) experience in preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements, or experience actively supervising one or more persons engaged in such activities;
• (d) an understanding of internal controls and procedures for financial reporting; and
• (e) an understanding of audit committee functions.

Audit Committee members shall not simultaneously serve on the audit committees of more than two other public companies, unless the Board first determines that such simultaneous service will not impair the ability of the relevant members to effectively serve on the Audit Committee, and required public disclosure is made.

At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purpose of the Corporation's Audit Committee Charter, as may be determined by the Board from time to time (herein the "Audit Committee Charter"), the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation's financial statements.

Appointment of Audit Committee Members

Members of the Audit Committee shall be appointed at a meeting of the Board typically held immediately after the Corporation's annual shareholders' meeting; provided that any member may be removed or replaced at any time by the Board and shall in any event cease to be a member of the Audit Committee upon ceasing to be a member of the Board.

Vacancies

Where a vacancy occurs at any time in the membership of the Audit Committee it may be filled by the Board.

Chairperson

The Corporation's Corporate Governance Committee will recommend an unrelated director as Chairperson of the Audit Committee to the Board for approval. The Board shall appoint the Chairperson of the Audit Committee.

If the Chairperson of the Audit Committee is not present at any meeting of the Audit Committee, one of the other members of the Audit Committee present at the meeting shall be chosen by the Audit Committee to preside as Chairperson.

The Chairperson presiding at any meeting shall not have a casting vote. Secretary

The Audit Committee shall appoint a Secretary who need not be a member of the Audit Committee or a director of the Corporation. The Secretary shall keep minutes of the meetings of the Audit Committee.

Compensation

Audit Committee members may not, other than in their respective capacities as members of the Audit Committee, the Board or any other committee of the Board, accept any consulting, advisory or other compensatory fee from the Corporation or its affiliates. For greater certainty, director's fees are the only compensation an Audit Committee member may receive from the Corporation or its affiliates.

Meetings of the Audit Committee

The Audit Committee shall meet at least quarterly at the call of the Chairperson. The Chairperson of the Audit Committee may call additional meetings as required. In addition, a meeting may be called by any director or by the external auditors. As part of its job to foster open communication, the Audit Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Audit Committee meetings may be held in person, by video-conference, by means of telephone or by any combination of any of the foregoing.

Notice of Meetings

Notice of the time and place of every meeting may be given orally, in writing, by facsimile or by electronic communication to each member of the Audit Committee and to external auditors at least 48 hours prior to the time fixed for such meeting.

A member and the external auditors may, in any manner, waive notice of the meeting. Attendance of a member at the meeting shall constitute waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.

Quorum

A majority of Audit Committee members, present in person, by videoconference, by telephone or by a combination thereof, shall constitute a quorum.

Attendance at Meetings

The Chief Executive Officer, the Chief Financial Officer, the Controller and the head of internal audit of the Corporation are expected to be available to attend meetings, but a portion of every meeting will be reserved for in camera discussion without members of management being present.

The Audit Committee should meet on a regular basis and without management present, with the lead of internal audit, the external auditors and management in separate executive sessions to discuss any matters that the Audit Committee or these groups believe should be discussed privately with the Audit Committee.

The Audit Committee may by specific invitation have other resource persons in attendance.

The Audit Committee shall have the right to determine who shall and who shall not be present at any time during a meeting of the Audit Committee.

Minutes

Minutes of Audit Committee meetings shall be sent to all Audit Committee members and to the external auditors.

Engaging Outside Resources

The Audit Committee is empowered to engage outside resources, as it deems advisable, at the expense of the Corporation.

Major Responsibilities and Functions of the Audit Committee

Review Procedures

The Audit Committee shall review and update the Audit Committee's Charter at least annually and provide a summary of the Audit Committee's composition and responsibilities in the Corporation's annual report or other public disclosure documentation.

Annual Financial Statements

• 1. The Audit Committee shall discuss and review with management and the external auditors the Corporation's annual audited financial statements and related documents prior to their filing or distribution. Such a review is to include but not be limited the following:
  • (a) the annual financial statements and related footnotes, including significant issues regarding accounting policies and practices and significant management estimates and judgments, including

any significant changes in the Corporation's selection or application of accounting principles, any major issues as to the adequacy of the Corporation's internal controls and any specific steps adopted in light of material control deficiencies;

• (b) a review of the use of off-balance sheet financing, including management's risk assessment and adequacy of disclosure;
• (c) a review of the external auditors' audit examination of the financial statements and their report thereon;
• (d) a review of any significant changes required in the external auditors' audit plan;
• (e) a review of any serious difficulties or disputes with management encountered during the course of the audit, including any restrictions on the scope of the external auditors' work or access to required information;
• (f) a review of other matters related to the conduct of the audit which are to be communicated to the Audit Committee under generally accepted auditing standards;
• (g) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the external auditors; and
• (h) other material written communications between the external auditors and management, such as any management letter or schedule of unadjusted differences.
• 1. Review and formally recommend approval to the Board of:
  • (a) the Corporation's year-end audited financial statements;
  • (b) the Corporation's management's discussion and analysis;
  • (c) the Corporation's annual information forms and
  • (d) all prospectuses and information circulars of the Corporation as to financial information.

The review shall include a report from the external auditors about the quality of the most critical accounting principles upon which the Corporation's financial status depends, and which involve the most complex, subjective or significant judgmental decisions or assessments.

Quarterly financial statements

• 1. The Audit Committee shall review with management and the external auditors and either approve (such approval to include the authorization for public release) or formerly recommend for approval to the Board of the Corporation's:
  • (a) quarterly unaudited financial statements and related documents, including management's discussion and analysis; and
  • (b) any significant changes to the Corporation's accounting principles.
• 1. The Audit Committee shall review and discuss quarterly reports from the external auditors regarding:
  • (a) all critical accounting policies and practices to be used;

• (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; and

• (c) other material written communications between the external auditors and management, such as any management letter or schedule or unadjusted differences.

Internal Control Environment

• 1. The Audit Committee shall ensure that management provides the Audit Committee with an annual report on the Corporation's control environment as it pertains to the Corporation's financial reporting process and controls.
• 1. The Audit Committee shall review and discuss significant financial risks or exposures and assess the steps management has taken to monitor, control, report and mitigate such risk to the Corporation.
• 1. The Audit Committee shall review the effectiveness of the overall process for identifying the principal risks affecting the achievement of business plans and provide the Audit Committee's view to the Board.
• 1. The Audit Committee shall review significant findings prepared by the external auditors and the internal auditing department together with management's responses.
• 1. The Audit Committee shall review, in consultation with the internal auditors and the external auditors, the degree of coordination in the audit plans of the internal auditors and the external auditors, and enquire as to the extent the planned scope can be relied upon to detect weaknesses in internal controls, fraud or other illegal acts.

Other Review Items

• 1. The Audit Committee shall review policies and procedures with respect to officers' and directors' expense accounts and prerequisites, including their use of corporate assets, and consider the result of any review of these areas by the internal auditor or the external auditors.
• 1. The Audit Committee shall review all insider transaction and related party transactions between the Corporation and any officers or directors.
• 1. The Audit Committee shall review with counsel to the Corporation, the head of internal audit and the external auditors the result of their review of the Corporation's monitoring compliance with each of the Corporation's published codes of business conduct and applicable legal requirements.
• 1. The Audit Committee shall review legal and regulatory matters, including correspondence with regulators and governmental agencies that may have material impact on the interim or annual financial statements, related compliance policies and programs and reports received from regulators or governmental agencies.
• 1. The Audit Committee shall review policies and practices with respect to off-balance sheet transactions and trading and hedging activities, and consider the results of any review of these areas by the internal auditors or the external auditors.
• 1. The Audit Committee shall review with the President, the Chief Executive Officer and the Chief Financial Officer of the Corporation and the external auditors: (i) all significant deficiencies identified and material weakness in the design of operation of the Corporation's internal controls and procedures for financial reporting which could adversely affect the Corporation's ability to record, process, summarize and report financial information required to be disclosed by the Corporation in the reports that it files or submits with all regulatory bodies having jurisdiction over the affairs of the Corporation within the required time periods; and (ii) any fraud, whether or not material, that involves management of the Corporation or other

employees who have significant role in the Corporation's internal controls and procedures for financial reporting.

External Auditors

• 1. The Audit Committee shall be directly responsible, in the Audit Committee's capacity as a committee of the Board and subject to the rights of shareholders and applicable law, for the appointment, compensation and oversight of the work of the external auditors (including resolution of disagreements between management and the external auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The external auditors shall report directly to the Audit Committee.
• 1. The Audit Committee shall meet on a regular basis with the external auditors (without management present) and have the external auditors available to attend Audit Committee meetings or portions thereof at the request of the Chair of the Audit Committee or by a majority of the members of the Audit Committee.
• 1. The Audit Committee shall review and discuss with the external auditors all significant relationships that the external auditors and their affiliates have with the Corporation and its affiliates in order to determine the external auditors' independence including, without limitation: (i) receiving and reviewing, as a part of the report described in the preceding paragraph, a formal written statement from the external auditors delineating all relationships that may reasonably be thought to bear on the independence of the external auditors with respect to the Corporation and its affiliates; (ii) discussing with the external auditors any disclosed relationships or services that the external auditors believe may affect the objectivity and independence of the external auditors; and (iii) recommending that the Board take appropriate action in response to the external auditors' report to satisfy itself of the external auditors' independence.
• 1. The Audit Committee shall review and evaluate:
  • (a) the external auditor's and the lead partner of the external auditors' team's performance, and make recommendation to the Board regarding the reappointment of the external auditors at the annual meeting of the Corporation's shareholders or regarding the discharge of such external auditors;
  • (b) the terms of engagement of the external auditors, together with their proposed fees;
  • (c) external audit plans and results;
  • (d) any other related audit engagement matters; and
  • (e) the engagement of the external auditors to perform non-audit services, together with the fees therefore, and the impact thereof, on the independence of the external auditors.
• 1. Upon reviewing and discussing the information provided to the Audit Committee in accordance with paragraphs 18 and 19 hereinabove, evaluating the external auditors' qualifications, performance and independence, and the provision of permitted non-audit services as compatible with maintaining auditor independence, taking into account the opinions of management and the head of internal audit. The Audit Committee shall present its conclusions with respect to the external auditors to the Board.
• 1. The Audit Committee shall ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner for reviewing the audit as required by law. Consider whether, in order to assure continuing external auditor independence, it is appropriate to adopt a policy of rotating the external auditing firm on a regular basis.
• 1. The Audit Committee shall recommend to the Board policies for the Corporation's hiring of employees or former employees of the external auditors who participate in any capacity in the audit of the Corporation.
• 1. The Audit Committee shall consider with management and the external auditors the rationale for employing audit firms other than the principal external auditors, including a review of management

consulting services and related fees provided by the external auditors compared to those of other audit firms.

Internal Audit Department and Legal Compliance

• 1. The Audit Committee shall meet with the internal auditors as required, but in any event at least quarterly.
• 1. The Audit Committee shall review and concur in the appointment, replacement, reassignment or dismissal of the lead of internal audit.
• 1. The Audit Committee shall confirm and assure, annually, the independence of the internal audit department.
• 1. The Audit Committee shall consider and review with management, the external auditors and the head of internal audit:
  • (a) significant findings during the year and management's responses and follow-up thereto;
  • (b) any difficulties encountered in the course of their audits, including any restriction on the scope of their work or access to required information;
  • (c) any changes required in the planned scope of their audit plan;
  • (d) the resources, budget, reporting relationships and planned activities of the internal auditors;
  • (e) the internal audit department charter; and
  • (f) internal audit's compliance with the IIA's Standards for the Professional Practice of Internal Auditing (Standards).

Approval of Audit and Non-Audit Services

• 1. The Audit Committee shall review and, where appropriate, approve the provision of all permitted non-audit services (including the fees and terms thereof) in advance of the provisions of those services by the external auditors (subject to the de minimus exception for non-audit services prescribed in applicable legislation which are approved by the Audit Committee prior to the completion of the audit).
• 1. The Audit Committee shall review and, where appropriate and permitted, approve the provision of all audit services (including the fees and terms thereof) in advance of the provision of those services by the external auditors.
• 1. If the pre-approvals contemplated in paragraphs 28 and 29 hereinabove are not obtained, approve, where appropriate and permitted, the provisions of all audit and non-audit services promptly after the Audit Committee or a member of the Audit Committee to whom authority is delegated becomes aware of the provision of those services.
• 1. The Audit Committee shall delegate, if the Audit Committee deems necessary or desirable, to subcommittees consisting of one or more members of the Audit Committee, the authority to grant the preapprovals and approvals described in paragraphs 28 through 30 hereinabove. The decision of any such subcommittee to grant pre approval shall be presented to the full Audit Committee at the next scheduled Audit Committee meeting.

Other Matters

• 1. The Audit Committee shall review and concur in the appointment, replacement, reassignment or dismissal of the Chief Financial Officer.
• 1. The Audit Committee shall review and approve hiring policies regarding partners, employees and former partners and employees of the present and former external auditor.
• 1. The Audit Committee shall report Audit Committee actions to the Board with such recommendations as the Audit Committee may deem appropriate.
• 1. The Audit Committee shall conduct or authorize investigations into any matters within the Audit Committee's scope of responsibilities.
• 1. The Corporation shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the external auditors for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit Committee.
• 1. The Audit Committee shall review and reassess the adequacy of this Audit Committee Charter annually and recommend any proposed changes to the Board for approval.
• 1. The Audit Committee shall evaluate its performance annually.
• 1. The Audit Committee shall perform such other functions as required by law, the Corporation's Audit Committee Charter, the articles of the Corporation, or the Board.
• 1. The Audit Committee shall consider any other matters referred to it by the Board.
• 1. The Audit Committee shall establish procedures for: (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or audit matters; and (ii) the confidential submission by employees of the Corporation of concerns regarding questionable accounting controls or auditing matters.

SCHEDULE "B"

STOCK OPTION PLAN

See attached.

CT DEVELOPERS LTD.

STOCK OPTION PLAN

1. Purpose

The purpose of this stock option plan (the "Plan") is to add incentive and to provide consideration for effective services of bona fide officers, directors, employees, management company employees and consultants of CT Developers Ltd. (the "Corporation"). Stock options granted under the Plan are not in lieu of salary or any other compensation for services. In the event of the continuance of the Corporation, the Plan will bind the Corporation's successor.

2. Administration

The Plan shall be administered by the board of directors of the Corporation (the "Board").

3. Definitions

In this Plan, capitalized terms used herein that are not otherwise defined shall have the meaning ascribed thereto in the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV"), and in particular, in policies 1.1, 2.4 and 4.4 of such Corporate Finance Manual.

4. Granting Options

The Board may from time to time designate bona fide officers, directors, employees, management company employees and consultants (collectively, "Optionees") of the Corporation (or in each case their wholly owned personal holding companies), to whom options to purchase shares of the Corporation may be granted, and the number of shares to be optioned to each, provided that the total number of shares to be optioned shall not exceed the number provided in paragraph 5 hereof and that the total number of shares to be optioned to (i) any one Optionee in any 12 month period shall not exceed 5% of the issued and outstanding shares of the Corporation unless disinterested shareholder approval has been obtained; (ii) any one Consultant in any 12 month period shall not exceed 2% of the issued and outstanding shares of the Corporation; and (iii) all Employees in the aggregate conducting Investor Relations Activities in any 12 month period shall not exceed 2% of the issued and outstanding shares of the Corporation, in each case subject to adjustment of such number pursuant to the provisions of paragraph 9 hereof. All options granted shall be subject to the terms of this Plan and a copy of the Plan shall be given, upon request, to each Optionee.

5. Shares Subject to Plan

Options may be granted on a number of authorized but unissued common shares without nominal or par value in the share capital of the Corporation, but not exceeding in the aggregate 10% of the issued and outstanding common shares of the Corporation. Shares in respect of which options have not been exercised and are no longer subject to being purchased pursuant to the terms of any options shall be available for further options under the Plan. Upon the granting of options hereunder, the Corporation shall execute in favour of the grantee, a stock option agreement (the "Option Agreement") setting forth the particulars of the option grant.

The options granted under the Plan shall not result at any time in: (i) the number of shares reserved for issuance pursuant to options granted to Insiders exceeding 10% of the issued and outstanding shares;(ii) the grant to Insiders within a 12 month period, of a number of options exceeding 10% of the outstanding shares; or (iii) the grant to any one Optionee within a 12 month period, of a number of options exceeding 5% of the issued and outstanding shares unless disinterested shareholder approval has been obtained.

6. Option Price

The option price on shares that are the subject of any option shall be fixed by the Board when such option is granted, provided that such price shall not be less than the Discounted Market Price of the shares of the Corporation, or such other price as may be determined under applicable rules and regulations of all regulatory authorities to which the Corporation is subject, including the TSXV rules and policies.

In the event that the Corporation proposes to reduce the Exercise Price of the Options granted to an Optionee who is an Insider of the Corporation at the time of the proposed amendment, said amendment shall not be effected until disinterested shareholder approval has been obtained in respect of said exercise price reduction.

Notwithstanding the foregoing, if the Optionee's position with the Corporation is terminated for cause, or if the Optionee violates the terms of their Option Agreement(s) or any agreement he/she may have with the Corporation, all options granted to the Optionee pursuant to the Plan shall become null and void immediately without penalty to the Corporation.

7. Terms Restricting Exercise of Options

The terms of each Option Agreement are limited by the following:

• a. The period during which any option may be exercised shall be determined by the Board when the option is granted, provided that the term shall be no more than 10 years from the date of the granting of the option and all options shall be subject to earlier termination as provided in subparagraph b hereof;
• b. upon the death of the Optionee, the Option shall terminate on the date determined by the Board, which date shall not be later than the earlier of the expiry date of the Option and one year from the date of death;
• c. if the Optionee ceases to be a Director or Officer of, be in the employ of, or be providing ongoing management or consulting services to the Corporation, the Option shall terminate on the earlier of the expiry date of the Option and the expiry of a period not in excess of 90 days prescribed by the Board at the time of the grant, following the date that the Optionee ceases to be a Director, Officer or Employee of the Corporation, or ceases to provide ongoing management or consulting services to the Corporation, as the case may be;
• d. notwithstanding sub-paragraph 7(c) above, if the Optionee does not continue to be a Director, Officer, technical consultant or Employee of the Resulting Issuer, the Option shall terminate on the date that is 90 days after the Optionee ceases to be a Director, Officer, technical consultant or Employee of the Resulting Issuer;
• e. if the Optionee ceases to be employed to provide Investor Relations Activities on behalf of the Corporation, the Option shall terminate on the earlier of the expiry date of the Option and the expiry of the period not in excess of 30 days prescribed by the Board at the time of the grant, following the date that the Optionee ceases to be employed to provide Investor Relations Activities; and
• f. except as provided in subparagraph (b) hereof, the option shall not be transferable nor assignable by the Optionee otherwise than by Will or the law of intestacy and the said option may be exercised, during his or her lifetime, only by the Optionee;

provided that the number of shares of the Corporation that the Optionee (or his or her heirs or successors) shall be entitled to purchase until the applicable termination date shall be the number of Common Shares which the Optionee was entitled to purchase on the date of death or the date the Optionee ceased to be an Officer, Director or Employee of, or ceased providing ongoing management or consulting services to, the Corporation, as the case may be.

8. Regulatory Restrictions

The exercise by the Optionee of his rights hereunder and the consequent obligation of the Corporation to issue and deliver its shares pursuant to such exercise is subject to the approval of the Plan by: (a) the stock exchange(s) on which the Corporation's shares are listed; (b) the Board; and (c) the shareholders of the Corporation.

Appropriate adjustments in the number of shares optioned, in the aggregate number of shares reserved for issue pursuant to options and in the option price per share, as regards options granted or to be granted, will be made by the Board to give effect to adjustments in the number of shares of the Corporation resulting subsequent to the approval of the Plan as provided in paragraph 8 hereof from subdivisions, consolidations, reclassification of the shares of the Corporation, the payment of stock dividends and any merger, amalgamation or reorganization to which the Corporation is a party. Without limiting the generality of the foregoing, the Corporation will make adjustments to any options granted hereunder as follows:

• a. If a dividend in shares of the Corporation is paid on the common shares of the Corporation, there shall be added to the common shares subject to any option the number of shares which would have been issuable to the Optionee had he then been the holder of record of the number of common shares then remaining under the option. In such event, the option price per share shall be reduced proportionately.
• b. If the common shares of the Corporation shall be subdivided into a greater number of shares or consolidated into a lesser number of shares or changed into the same or a different number of shares with par value, the number of shares which may thereafter be acquired under any option shall be the number of shares which would have been received by the Optionee on such subdivision, consolidation, or change had the Optionee then been the holder of record of the number of common shares then remaining under the option. In such event, the option price per share shall be decreased or increased proportionately.
• c. If there is any capital reorganization or reclassification of the share capital of the Corporation, or any consolidation or merger or amalgamation of the Corporation with any other corporation or corporations, adequate provisions shall be made by the Corporation so that there shall be substituted under any option the shares or securities which would have been issuable or payable to the Optionee had he then been the holder of record of the number of common shares then remaining under the option.
• d. If the Corporation at any time during the term of any option offers for sale to holders of its share capital common shares of its share capital or of other classes of shares or of other securities of the Corporation or in connection with any transaction shall acquire or shall cause to be issued rights to acquire shares or other securities of another corporation to or for the benefit of holders of share capital of the Corporation, the Corporation will give notice to the Optionee of rights which are thus to be acquired or issued to or for the benefit of the holders of record of shares of the Corporation in sufficient time to permit the Optionee to exercise the option to the fullest extent possible, if the Optionee should wish to do so, and to permit the Optionee to participate in such rights as a holder of record of share capital of the Corporation.
• e. Any shares or securities added to or substituted for the shares under any option shall be subject to adjustment in the same manner and to the same extent as the common shares originally covered by such option.
• f. No fractional shares shall be issued upon the exercise of any option. If, as a result of any adjustment under this paragraph, the Optionee would become entitled to a fractional share, he shall have the right to acquire only the adjusted number of full shares and no payment or other adjustment will be made with respect to the fractional shares so disregarded.

10. Exercise

• a. Subject to the provisions of the Plan, an option may be exercised in whole or in part by the payment to the Corporation in cash or certified cheque of the full purchase price at the option price per share stipulated (the "Exercise Price") in paragraph 6 herein, subject to any adjustment thereto in accordance with paragraph 9 herein, for the shares purchased and the Corporation shall thereupon deliver a share certificate or certificates of the Corporation for such shares.
• b. An option shall be in whole or in part exercised by written notice or notices delivered to the Corporation's registered office and any option shall be deemed for all purposes to be exercised to the extent stated in such

notice upon delivery of the notice and payment for the number of shares specified in such notice, notwithstanding any delay in the issuance and delivery of certificates for the shares so subscribed.

c. Notwithstanding anything to the contrary, the Board may upon graduating to the TSX and delisting from the TSX Venture Exchange, in its sole discretion, allow for the cashless exercise of all or a portion of the Options granted hereunder (a "Cashless Exercise") by waiving the Optionee's obligation to pay the Exercise Price per Option exercised and allowing for the Optionee to dispose of the Options and receive the aggregate number of Shares (rounded down to the nearest whole number) equal to the product of (i) the number of Options that the Optionee has elected to dispose of and (ii) the excess of the fair market value of a common share over the Exercise Price.

For the purposes of this section, the fair market value of the common shares shall be determined by reference to the volume-weighted average price of the common shares on a recognized Canadian stock exchange for the five trading days immediately prior to the Cashless Exercise, or else if the Corporation is not listed on a recognized Canadian stock exchange, the Board may determine the fair market value of the common shares.

11. Amendment of Plan

• a. The Board may amend or change this Plan and any options granted hereunder from time to time subject to receipt of consents or approvals of all applicable authorities and exchanges, except that the Board shall not adversely affect the rights of any Optionee to whom an option has therefore been granted without his consent and any reduction in option price for options outstanding, other than any reduction made in accordance with paragraph 9 herein, shall comply, as of the date of revision or amendment, with the option price provisions of paragraph 6 hereof.
• b. The Board may discontinue the Plan at any time except that such discontinuance may not alter or impair any option previously granted under the Plan to an Optionee.

12. General

Options granted pursuant to the Plan shall specify in the Grantee's Stock Option Plan Agreement(s) that:

• a. that the option agreement does not impose upon the Optionee any obligation to take up and pay for any of the optioned shares;
• b. the address of each of the Optionee and the Corporation to which notices pursuant to the option and the Plan may be delivered;
• c. that all options granted are subject to the express terms of the Plan; and
• d. the periods governing the exercise of the option.

SCHEDULE "C"

BY-LAW NO. 1

See attached.

CT DEVELOPERS LTD.

BY-LAW NO. 1

	GENERAL 1
1.1	Definitions1
1.2	Registered Office 1
1.3	Seal1
	DIRECTORS1
2.1	Number 1
2.2	Vacancies1
2.32.4	Powers2Duties2
2.5	Qualification2
2.6	First Directors 2
2.7	Election/Term of Office 2
2.8	Consent to Election 3
2.9	Removal 3
2.10	Vacation of Office3
2.11	Validity of Acts3
	ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS 3
3.1	Nomination of Directors3
3.2	Timely Notice 4
3.3	Proper Written Form 4
3.4	Further Information5
3.5	Determination of Eligibility 5
3.6	Discussion Permitted5
3.7	Meaning of Public Announcement6
3.8	Notice6
3.9	Waiver6
	MEETINGS OF DIRECTORS6
4.1	Regular and Ad Hoc Meetings6
4.2	Notice6
4.3	Waiver of Notice 6
4.4	Omission of Notice 7
4.5	Electronic, Telephone Participation Etc. 7
4.6	Adjournment 7
4.7	Quorum and Voting7
4.8	Resolution in Lieu of Meeting7
	COMMITTEES OF DIRECTORS 7
5.1	General7
5.2	Audit Committee8
	OFFICERS9
6.1	Appointment of Officers 9
6.2	Removal of Officers and Vacation of Office9
6.3	Chair of the Board9
6.4	President9
6.5	Vice-President 10
6.6	Secretary 10
6.7	Treasurer 10
6.8	Assistant Secretary and Assistant Treasurer10
6.9	Managing Director 10
6.10	Duties of Officers may be Delegated 10
6.11	Agents and Attorneys 11
7.1	SHAREHOLDERS' MEETINGS11Annual Meeting 11
7.2	Special Meetings 11
7.3	Meeting on Requisition of Shareholders11
7.4	Participation in Meetings by Electronic Means11
7.5	Meetings held by Electronic Means11

7.6	Notice 11
7.7	Waiver of Notice 12
7.8	Omission of Notice 12
7.9	Record Dates 12
7.10	Chair of the Meeting 12
7.11	Votes 13
7.12	Electronic Voting 13
7.13	Right to Vote 13
7.14	Proxies 14
7.15	Conduct of Meeting 14
7.16	Adjournment 14
7.17	Quorum 14
7.18	Persons Entitled to be Present 15
7.19	Resolution in Lieu of Meeting15
	SHARES AND TRANSFERS 15
8.1	Issuance 15
8.2	Security Certificates 15
8.3	Agent 15
8.4	Dealings with Registered Holder16
8.5	Defaced, Destroyed, Stolen or Lost Security Certificates 16
8.6	Enforcement of Lien for Indebtedness 16
8.7	Electronic, Book-Based or Other Non-Certificated Registered Positions 16
	DIVIDENDS 17
9.1	Dividends 17
9.2	Joint Shareholders 17
9.3	Dividend Payments 17
	MISCELLANEOUS 17
10.1	Remuneration of Directors, Officers and Employees17
10.2	Submission of Contracts or Transactions to Shareholders for Approval18
10.3	Conflict of Interest 18
10.4	For the Protection of Directors and Officers 18
10.5	Indemnities to Directors and Others19
10.6	Voting Securities in Other Bodies Corporate 20
10.7	Service 20
10.8	Failure to Locate Shareholder 20
10.9	Shares Registered in More than one Name 20
10.10	Persons Becoming Entitled by Operation of Law 20
10.11	Signatures upon Notices 21
10.12	Computation of Time 21
10.13	Proof of Service 21
10.14	Custody of Securities 21
10.15	Execution of Contracts, Etc21
10.16	Fiscal Period 22
10.17	Unanimous Shareholder Agreement22
10.18	Delivery of Documents 22
10.19	Borrowing Money, Etc 22
10.20	Former By-Laws May be Repealed22

BY-LAW NO. 1

A by-law relating generally to the conduct of the business and affairs of CT DEVELOPERS LTD. (the "Corporation") is made as follows:

GENERAL

1.1 Definitions

In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:

• (a) "Act" means the Canada Business Corporations Act and the regulations made thereunder, as from time to time amended, and in the case of such amendment any reference in the by-laws shall be read as referring to the amended provisions thereof;
• (b) "Board" means the board of directors of the Corporation; and
• (c) "by-laws" means this by-law and all other by-laws of the Corporation from time to time in force and effect.

All terms used in the by-laws that are defined in the Act and are not otherwise defined in the by-laws shall have the meanings given to such terms in the Act. Words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders. The headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

1.2 Registered Office

The Corporation shall at all times have a registered office in the province in Canada specified in its articles. The directors of the Corporation may change the place and address of the registered office within the province specified in its articles.

1.3 Seal

The directors may by resolution from time to time adopt and change a corporate seal of the Corporation.

DIRECTORS

2.1 Number

The number of directors shall be the number fixed by the articles, or where the articles specify a variable number, the number shall be not less than the minimum and not more than the maximum number so specified and shall be determined from time to time within such limits by the Board. At least 25% of the directors of the Corporation, or such other number of directors (if any) as may be prescribed by the Act from time to time, shall be resident Canadians. If the Corporation has less than four directors, at least one director shall be a resident Canadian.

2.2 Vacancies

Subject to Section 111 of the Act, a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or minimum or maximum number of directors or from a failure to elect the number or minimum number of directors provided for in the articles. If there is not a quorum of directors, or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall without delay call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

A director appointed or elected to fill a vacancy holds office for the unexpired term of his or her predecessor.

2.3 Powers

The directors shall manage or supervise the management of the business and affairs of the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not expressly directed or required to be done in some other manner by the Act, the articles, the by-laws, any special resolution of the shareholders of the Corporation, a unanimous shareholder agreement or by statute.

2.4 Duties

Every director and officer of the Corporation in exercising his or her powers and discharging his or her duties to the Corporation shall:

• (a) act honestly and in good faith with a view to the best interests of the Corporation; and
• (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

2.5 Qualification

The following persons are disqualified from being a director of the Corporation:

• (a) anyone who is less than 18 years of age;
• (b) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;
• (c) a person who is not an individual; and
• (d) a person who has the status of bankrupt.

A director of the Corporation is not required to hold shares issued by the Corporation.

2.6 First Directors

Each director named as a first director of the Corporation will hold office from the date of issue of the certificate of incorporation until the first annual meeting of shareholders following such director's election or appointment or until a successor to such director has been elected or appointed.

2.7 Election/Term of Office

Subject to Section 106 and 107 of the Act, the shareholders of the Corporation shall, at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election. A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his or her election but, if qualified, is eligible for re-election. Notwithstanding the foregoing, if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.

If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles or by the Act by reason of the disqualification, incapacity or death of one or more candidates, the directors elected at that meeting, if they constitute a quorum, may exercise all the powers of the directors, pending the holding of a meeting of shareholders in accordance with the Act.

2.8 Consent to Election

A person who is elected or appointed as a director is not a director unless such person was present at the meeting when the person was elected or appointed and did not refuse to act as a director, or if the person was not present at the meeting when the person was elected or appointed, the person consented to act as a director in writing before the person's election or appointment or within 10 days after it or the person has acted as a director pursuant to the election or appointment.

2.9 Removal

Subject to Section 107 of the Act, the shareholders of the Corporation may by ordinary resolution at a special meeting remove any director from office before the expiration of his or her term of office and may elect any person in his or her stead for the remainder of the director's term. Notwithstanding the foregoing sentence, where the holders of any class or series of shares of the Corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

2.10 Vacation of Office

A director of the Corporation ceases to hold office when:

• (a) the director dies or resigns;
• (b) the director is removed from office; or
• (c) the director ceases to be qualified pursuant to Section 2.5 hereof.

A resignation of a director becomes effective at the time a written resignation is received by the Corporation, or at the time specified in the resignation, whichever is later.

2.11 Validity of Acts

An act of a director or officer is valid notwithstanding an irregularity in the director's or officer's election or appointment or a defect in the director's or officer's qualification.

ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS

3.1 Nomination of Directors

Only persons who are nominated in accordance with the provisions of this Article 3 shall be eligible for election as directors of the Corporation. Nominations of persons for election as directors of the Corporation at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors as set forth in the Corporation's notice of such special meeting, may only be made:

• (a) by or at the direction of the Board or an authorized officer of the Corporation, including pursuant to a notice of meeting;

• (b) by or at the direction or request of one or more shareholders pursuant to a proposal submitted to the Corporation in accordance with the Act or a requisition of meeting submitted to the directors in accordance with the Act; or

• (c) by any person (a "nominating shareholder"):

• (i) who, at the close of business on the date of the giving of the notice provided for below and on the record date for determining shareholders entitled to vote at such meeting, is a registered holder or beneficial owner of shares that are entitled to be voted at such meeting; and

• (ii) complies with the notice and other procedures set forth in this Article 3.

3.2 Timely Notice

In addition to any other requirements in this Article 3 and under applicable laws, for a nomination to be made by a nominating shareholder, the nominating shareholder must have given timely notice thereof in proper written form to the Secretary at the principal executive office of the Corporation in accordance with this by-law. To be timely, the Secretary must receive the nominating shareholder's notice at the principal executive offices of the Corporation:

• (a) in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that if an annual meeting of shareholders is called for a date that is less than 50 days after the date on which the first public announcement (the "Notice Date") of the date of the annual meeting was made, notice must be received not later than the close of business on the 10th day following the date on which the public announcement of the date of the annual meeting is first made by the Corporation;
• (b) in the case of a special meeting of shareholders (which is not also an annual meeting of shareholders), not later than the close of business on the 15th day following the day on which the public announcement of the date of the special meeting of shareholders is first made by the Corporation; and
• (c) provided that, in either case, if the Corporation uses "notice-and-access" (as defined in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials to shareholders in respect of a meeting described above in subsection 3.2(a) or subsection 3.2(b), and the Notice Date is not less than 50 days before the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the date of the applicable meeting.

The adjournment or postponement of a meeting of shareholders or the announcement thereof shall commence a new time period for the giving of a nominating shareholder's notice as described above.

3.3 Proper Written Form

To be in proper written form, a nominating shareholder's notice to the Secretary must set forth:

• (a) as to each person whom the nominating shareholder proposes to nominate for election as a director:
  • (i) the name, age, business address and residential address of the nominee,
  • (ii) the principal occupation or employment of the nominee,
  • (iii) whether the nominee is a resident Canadian within the meaning of the Act,
  • (iv) the class or series and number of shares of the Corporation which are controlled or which are owned beneficially or of record by the nominee as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice,
  • (v) any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the nominee or any

of its affiliates and the nominating shareholder, any person acting jointly or in concert with the nominating shareholder or any of their respective affiliates, and

• (vi) any other information relating to the nominee 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
• (b) as to the nominating shareholder giving the notice,
  • (i) the name and record address of the nominating shareholder,
  • (ii) the class or series and number of shares of the Corporation 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,
  • (iii) any derivatives or other economic or voting interests in the Corporation and any hedges implemented with respect to the nominating shareholders' interests in the Corporation,
  • (iv) any proxy, contract, arrangement, understanding or relationship pursuant to which the nominating shareholder has a right to vote any shares of the Corporation,
  • (v) whether the nominating shareholder intends to deliver a proxy circular and form of proxy to any shareholders of the Corporation in connection with the election of directors, and
  • (vi) any other information relating to the 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.

Such notice must be accompanied by the written consent of each nominee to being named as a nominee and to serve as a director, if elected. Reference to "nominating shareholder" in this Section 3.3 shall be deemed to refer to each shareholder that nominates a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making such nomination proposal. All information provided in a nominating shareholder's notice will be made publicly available to shareholders of the Corporation.

3.4 Further Information

The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such proposed nominee.

3.5 Determination of Eligibility

The chair of the meeting of shareholders at which an election for directors is held 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.

3.6 Discussion Permitted

Nothing in this Article 3 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter it is entitled to discuss pursuant to the Act.

3.7 Meaning of Public Announcement

For purposes of this Article 3, "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 Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

3.8 Notice

Notwithstanding any other provision of the by-laws of the Corporation, notice given to the Secretary pursuant to this Article 3 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Secretary for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Secretary at the address of the principal executive offices of the Corporation, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); 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.

3.9 Waiver

Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Article 3.

MEETINGS OF DIRECTORS

4.1 Regular and Ad Hoc Meetings

Unless the articles otherwise provide, meetings of directors and of any committee of directors may be held at any place. A meeting of directors may be convened by the Chair of the Board (if any) or any director at any time, and the Secretary (if any) or any other officer or any director shall, as soon as reasonably practicable following receipt of a direction from any of the foregoing, send a notice of the applicable meeting to the directors. A quorum of the directors may, at any time, call a meeting of the directors for the transaction of any business the general nature of which is specified in the notice calling the meeting.

4.2 Notice

Notice of the time and place for the holding of any meeting of directors or of any committee of directors shall be sent to each director, or each director who is a member of such committee, as the case may be, not less than 48 hours before the time of the meeting; provided that a meeting of directors, or of any committee of directors, may be held at any time without notice if all the directors or members of such committee are present (except where a 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) or if all the absent directors waive notice of the meeting.

For the first meeting of directors to be held following the election of directors at an annual or special meeting of the shareholders or for a meeting of directors at which a director is appointed to fill a vacancy in the Board, no notice of such meeting need be given to the newly elected or appointed director or directors in order for the meeting to be duly constituted, provided a quorum of the directors is present.

4.3 Waiver of Notice

Notice of any meeting of directors or of any committee of directors or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof may be waived by any director in writing or by facsimile or electronic mail addressed to the Corporation or in any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of a director at any meeting of directors or of any committee of directors is a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

4.4 Omission of Notice

The accidental omission to give notice of any meeting of directors or of any committee of directors or the non-receipt of any notice by any person shall not invalidate any resolution passed or any proceeding taken at such meeting.

4.5 Electronic, Telephone Participation Etc.

If all the directors of the Corporation consent, a director may participate in a meeting of directors or of any committee of directors by means of a telephonic, electronic or other communication facility that permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously. A director's consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board or a committee thereof held while the director holds office. A director participating in such a meeting by such means is deemed for the purposes of the Act and the by-laws to be present at that meeting.

4.6 Adjournment

Any meeting of directors or of any committee of directors may be adjourned from time to time by the chair of the meeting, with the consent of the meeting, to a fixed time and place. Notice of an adjourned meeting of directors or committee of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at the adjourned meeting that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

4.7 Quorum and Voting

A majority of the number of directors then in office constitutes a quorum at any meeting of directors. Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Subject to Section 111 of the Act and subsections 114(3) and (4) of the Act, directors shall not transact business at a meeting of directors unless a quorum is present and at least 25% of the directors present are resident Canadians. Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of an equality of votes, the chair of the meeting in addition to his or her original vote shall not have a second or casting vote.

4.8 Resolution in Lieu of Meeting

A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or a committee of directors. A resolution in writing dealing with all matters required by the Act or the by-laws to be dealt with at a meeting of directors, and signed by all the directors entitled to vote at that meeting, satisfies all the requirements of the Act and the by-laws relating to meetings of directors.

COMMITTEES OF DIRECTORS

5.1 General

The directors may from time to time appoint from their number a managing director, or a resident Canadian, or one or more committees of directors, and may delegate to such managing director or such committee any of the powers of the directors, except that (unless the Act otherwise permits) no managing director or committee shall have the authority to:

• (a) submit to the shareholders any question or matter requiring the approval of the shareholders;
• (b) fill a vacancy among the directors or in the office of auditor, or appoint additional directors;
• (c) issue securities except as authorized by the directors;
• (d) issue shares of a series under Section 27 of the Act except as authorized by the directors;
• (e) declare dividends;
• (f) purchase, redeem or otherwise acquire shares issued by the Corporation;
• (g) pay a commission referred to in Section 41 of the Act except as authorized by the directors;
• (h) approve a management proxy circular;
• (i) approve a take-over bid circular or directors' circular;
• (j) approve any financial statements referred to in Section 155 of the Act; or
• (k) adopt, amend or repeal by-laws of the Corporation; or
• (l) exercise any other power which under the Act a managing director or committee of directors has no authority to exercise.

Notwithstanding the foregoing, the directors may, by resolution, delegate to a director, a committee of directors, or an officer the power to:

• (a) borrow money upon the credit of the Corporation;
• (b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
• (c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and
• (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

5.2 Audit Committee

Unless authorized by the Director appointed pursuant to Section 260 of the Act to dispense with an audit committee, if the Corporation becomes a "distributing corporation" (as defined in the Act), any of the issued securities of which remain outstanding and are held by more than one person, the directors shall appoint from among their number an audit committee to be composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates. At any time when the Corporation is not a "distributing corporation", any of the issued securities of which remain outstanding and are held by more than one person, the directors may (but shall not be required to) appoint from among their number an audit committee to be composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates.

Each member of the audit committee shall serve at the pleasure of the Board and, in any event, only so long as such member shall be a director. The directors may fill vacancies in the audit committee by election from among their number.

The audit committee, if appointed, shall have power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any requirements imposed by the Board from time to time and to the following paragraph.

The auditor of the Corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat, and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor. The auditor of the Corporation or any member of the audit committee may call a meeting of the audit committee.

The audit committee, if appointed, shall review the financial statements of the Corporation referred to in Section 155 of the Act prior to approval thereof by the Board and shall have such other powers and duties as may from time to time by resolution be assigned to it by the Board.

OFFICERS

6.1 Appointment of Officers

The directors annually or as often as may be required may appoint from among themselves a Chair of the Board (either on a full-time or part-time basis) and may appoint a President, one or more Vice-Presidents (to which title may be added words indicating seniority or function), a Secretary, a Treasurer and one or more assistants to any of the officers so appointed. None of such officers except the Chair of the Board needs to be a director of the Corporation although a director may be appointed to any office of the Corporation. Two or more offices of the Corporation may be held by the same person. The directors may from time to time appoint such other officers, employees and agents as they shall deem necessary who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the directors. The directors may from time to time and subject to the provisions of the Act, vary, add to or limit the duties and powers of any officer, employee or agent.

6.2 Removal of Officers and Vacation of Office

All officers, employees and agents shall be subject to removal by resolution of the directors at any time, with or without cause.

An officer of the Corporation ceases to hold office when such officer dies, resigns or is removed from office. A resignation of an officer becomes effective at the time a written resignation is sent to the Corporation, or at the time specified in the resignation, whichever is later.

6.3 Chair of the Board

The Chair of the Board (if any) shall, if present, preside as chair at all meetings of the Board and at all meetings of the shareholders of the Corporation. The Chair of the Board shall have such other powers and shall perform such other duties as may from time to time be assigned to him or her by resolution of the directors.

6.4 President

The President (if any) shall, unless otherwise determined by resolution of the Board, be the chief executive officer of the Corporation and shall, subject to the direction of the Board, exercise general supervision and control over the business and affairs of the Corporation. In the absence of the Chair of the Board (if any), and if the President is also a director of the Corporation, the President shall, when present, preside as chair at all meetings of directors and the shareholders of the Corporation. The President shall have such powers and shall perform such duties as may from time to time be assigned to him or her by resolution of the directors or as are incident to his or her office.

6.5 Vice-President

The Vice-President (if any) or, if more than one, the Vice-Presidents in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President, provided, however, that a Vice-President who is not a director shall not preside as chair at any meeting of directors or shareholders. The Vice-President or, if more than one, the Vice-Presidents shall have such powers and shall perform such duties as may from time to time be assigned to him, her or them by resolution of the directors or as are incident to the office of the applicable Vice-President.

6.6 Secretary

Unless another officer has been appointed for that purpose, the Secretary (if any) shall give or cause to be given notices for all meetings of directors, any committee of directors and shareholders when directed to do so and shall, subject to the provisions of the Act, maintain the records of the Corporation including as required under the Act. The Secretary shall have such powers and shall perform such duties as may from time to time be assigned to the Secretary by resolution of the directors or as are incident to the office of the Secretary.

6.7 Treasurer

Subject to the provisions of any resolution of the directors, the Treasurer (if any) or such other officer who has been appointed for that purpose shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such other depositary or depositaries as the directors may by resolution direct; provided that the Treasurer may from time to time arrange for the temporary deposit of monies of the Corporation in banks, trust companies or other financial institutions within or outside Canada not so directed by the Board for the purpose of facilitating transfer thereof to the credit of the Corporation in a bank, trust company or other financial institution so directed. Unless another officer has been appointed for that purpose, the Treasurer shall prepare and maintain adequate accounting records. The Treasurer shall have such powers and shall perform such duties as may from time to time be assigned to such person by resolution of the directors or as are incident to the office of the Treasurer. The Treasurer may be required to give such bond for the faithful performance of his or her duties as the directors in their sole discretion may require and no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.

6.8 Assistant Secretary and Assistant Treasurer

The Assistant Secretary (if any) or, if more than one, the Assistant Secretaries in order of seniority, and the Assistant Treasurer (if any) or, if more than one, the Assistant Treasurers in order of seniority, shall assist the Secretary and Treasurer, respectively, in the performance of his or her duties and shall be vested with all the powers and shall perform all the duties of the Secretary and Treasurer, respectively, in the absence or inability or refusal to act of the Secretary or Treasurer as the case may be. The Assistant Secretary or, if more than one, the Assistant Secretaries and the Assistant Treasurer or, if more than one, the Assistant Treasurers shall have such powers and shall perform such duties as may from time to time be assigned to him, her or them by resolution of the directors.

6.9 Managing Director

The Managing Director (if any) shall conform to all lawful orders given to him or her by the directors and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Corporation.

6.10 Duties of Officers may be Delegated

In case of the absence or inability or refusal to act of any officer of the Corporation or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

6.11 Agents and Attorneys

The Corporation shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.

SHAREHOLDERS' MEETINGS

7.1 Annual Meeting

The annual meeting of shareholders shall be held at a place within Canada (or outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place) determined by the directors on such day in each year and at such time as the directors may determine.

7.2 Special Meetings

The directors of the Corporation may at any time call a special meeting of shareholders to be held on such day and at such time and at such place within Canada (or outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place) as the directors may determine.

7.3 Meeting on Requisition of Shareholders

The holders of not less than 5% of the issued shares of the Corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition. The requisition shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the Corporation. Subject to subsection 143(3) of the Act, upon receipt of the requisition, the directors shall call a meeting of shareholders to transact the business stated in the requisition (but if the directors are obligated to call a meeting and do not do so within 21 days after receiving the requisition, any shareholder who signed the requisition may call the meeting).

7.4 Participation in Meetings by Electronic Means

Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the Act, by means of a telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility and a person participating in a meeting by those means is deemed for the purposes of the Act and the by-laws to be present at the meeting.

7.5 Meetings held by Electronic Means

If the directors or the shareholders of the Corporation call a meeting of shareholders pursuant to the Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the Act, entirely by means of a telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

7.6 Notice

A notice in writing of a meeting of shareholders stating the day, hour and place of meeting and if special business is to be transacted thereat, stating (i) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment on that business and (ii) the text of any special resolution to be submitted to the meeting, shall be sent:

• (a) to each shareholder entitled to vote at the meeting, who on the record date for notice is registered on the records of the Corporation or its transfer agent as a shareholder;
• (b) to each director of the Corporation; and
• (c) to the auditor of the Corporation,

in each case not less than 21 days and not more than 60 days before the date of the meeting.

7.7 Waiver of Notice

Notice of any meeting of shareholders or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof may be waived by any shareholder, the duly appointed proxy of any shareholder, any director or the auditor of the Corporation in writing or any other manner and a shareholder or any other person entitled to attend at a meeting of shareholders may waive notice of such meeting of shareholders, and his or her attendance at a meeting of shareholders is a waiver of notice of the meeting except where he or she 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. Any such waiver may be validly given either before or after the meeting to which such waiver relates.

7.8 Omission of Notice

The accidental omission to give notice of any meeting of shareholders to or the non-receipt of any notice by any person shall not invalidate any resolution passed or any proceeding taken at any such meeting.

7.9 Record Dates

Subject to subsection 134(3) of the Act, the directors may, within the period prescribed by the Act, fix in advance a date as the record date for the determination of shareholders (i) entitled to receive payment of a dividend, (ii) entitled to participate in a liquidation distribution, (iii) entitled to receive notice of a meeting of shareholders, (iv) entitled to vote at a meeting of shareholders, or (v) for any other purpose.

If no record date is fixed,

• (a) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be
  • (i) at the close of business on the business day immediately preceding the day on which the notice is given; or
  • (ii) if no notice is given, the day on which the meeting is held; and
• (b) the record date for the determination of shareholders for any purpose other than to establish a shareholder's right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating to that purpose.

7.10 Chair of the Meeting

The Chair of the Board, if any, or, in his or her absence or in case of his or her inability or refusal or failure to act, such other person (other than a person who is an executive officer or employee of the Corporation) as may have been designated by the Chair of the Board to exercise such function in his or her absence, shall preside at meetings of shareholders. In the absence of all such persons or, in case of their inability or refusal or failure to act, the persons present entitled to vote shall choose another director as chair and if no director is present, or if all the directors present refuse to act, then the persons entitled to vote shall choose one of their number to be chair of the meeting.

7.11 Votes

Votes at meetings of shareholders may be cast either personally or by proxy. Subject to Section 7.13, every question submitted to any meeting of shareholders shall be decided on a show of hands, except when a ballot is required by the chair of the meeting or is demanded by a shareholder or proxyholder entitled to vote at the meeting or is otherwise required by the Act. A shareholder or proxyholder may demand a ballot either before or after any vote by a show of hands. At every meeting at which shareholders are entitled to vote, each shareholder present on his or her own behalf and every proxyholder present shall have one vote. Upon any ballot at which shareholders are entitled to vote, each shareholder present on his or her own behalf or by proxy shall (subject to the provisions, if any, of the articles) have one vote for every share registered in the name of such shareholder. In the case of an equality of votes under this Section 7.11, the chair of the meeting shall not have a second or casting vote in addition to the vote or votes to which he or she may be entitled as a shareholder or proxyholder.

At any meeting of shareholders, unless a ballot is demanded, an entry in the minutes of a meeting of shareholders, following a vote on the applicable motion by a show of hands, to the effect that the chair of the meeting declared a motion to be carried or defeated is, in the absence of evidence to the contrary, without proof of the number or proportion of the votes recorded in favour of or against the motion, although the chair may direct that a record be kept of the number or proportion of votes in favour of or against the motion for any purpose the chair of the meeting considers appropriate.

If at any meeting a ballot is demanded on the election of a chair for the meeting or on the question of adjournment or termination, the ballot shall be taken forthwith without adjournment. If a ballot is demanded on any other question or as to the election of directors, the ballot shall be taken in such manner and either at once or later at the meeting or after adjournment as the chair of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

7.12 Electronic Voting

Any person participating in a meeting of shareholders by telephone, electronic or other communication facility under Paragraph 7.4 or Paragraph Error! Reference source not found. and entitled to vote at that meeting may vote, in accordance with the Act, by means of the telephone, electronic or other communication facility that the Corporation has made available for that purpose. Any vote referred to in Paragraph Error! Reference source not found. may be held, in accordance with the Act, entirely by means of a telephone, electronic or other communication facility, if the Corporation makes available such a communication facility.

7.13 Right to Vote

Unless the articles otherwise provide, each share of the Corporation entitles the holder thereof to one vote at a meeting of shareholders.

Where a body corporate or a trust, association or other unincorporated organization is a shareholder of the Corporation, any individual authorized by a resolution of the directors of the body corporate or the directors, trustees or other governing body of the association, trust or unincorporated organization, to represent it at meetings of shareholders of the Corporation shall be recognized as the person entitled to vote at all such meetings of shareholders in respect of the shares held by such body corporate or by such trust, association or other unincorporated organization and the chair of the meeting may establish or adopt rules or procedures in relation to the recognition of a person to vote shares held by such body corporate or by such trust, association or other unincorporated organization.

Where a person holds shares as a personal representative, such person or his or her proxy is the person entitled to vote at all meetings of shareholders in respect of the shares so held by him or her, and the chair of the meeting may establish or adopt rules or procedures in relation to the recognition of such person to vote the shares in respect of which such person has been appointed as a personal representative.

Where a person mortgages, pledges or hypothecates his or her shares, such person or such person's proxy is the person entitled to vote at all meetings of shareholders in respect of such shares so long as such person remains the registered owner of such shares unless, in the instrument creating the mortgage, pledge or hypothec, the person has expressly empowered the person holding the mortgage, pledge or hypothec to vote in respect of such shares, in which case, subject to the articles, such holder or such holder's proxy is the person entitled to vote in respect of the shares and the chair of the meeting may establish or adopt rules or procedures in relation to the recognition of the person holding the mortgage, pledge or hypothec as the person entitled to vote in respect of the applicable shares.

Where two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons are present on their own behalf or by proxy, they shall vote as one on the shares jointly held by them and the chair of the meeting may establish or adopt rules or procedures in that regard.

7.14 Proxies

Every shareholder, including a shareholder that is a body corporate or a trust, association or other unincorporated organization, entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

A proxy must be signed in writing or by electronic signature by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature or if the shareholder is a body corporate, by an officer or attorney of the body corporate duly authorized.

The directors may, by resolution, fix a time and specify in a notice calling a meeting of shareholders a time not exceeding 48 hours, excluding Saturdays and holidays, preceding any meeting of shareholders or an adjournment of the meeting of shareholders before which time proxies to be used at that meeting must be deposited with the Corporation or its agent.

7.15 Conduct of Meeting

The chair shall conduct the proceedings at the meeting and the chair's decision in any matter or thing, including, without limitation, any question regarding the validity or invalidity of any instruments of proxy and any question as to the admission or rejection of a vote, shall be conclusive and binding upon the shareholders.

7.16 Adjournment

Subject to the Act, the articles or any unanimous shareholder agreement, the chair of the meeting may, with the consent of the meeting and subject to such conditions as the meeting decides, adjourn the meeting of shareholders from time to time and from place to place. If the meeting of shareholders is adjourned for less than 30 days, it is not necessary to give notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned. If the meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than 90 days, Section 149(1) of the Act does not apply.

Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The persons who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

7.17 Quorum

At all meetings of shareholders it shall be necessary in order to constitute a quorum for two persons entitled to vote at the meeting to be present and for not less than 10% of the outstanding shares of the Corporation which may be voted at the meeting to be represented in person or by proxy or by a duly authorized representative of a shareholder. If a quorum is present at the opening of a meeting of shareholders, the shareholders present may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

If the Corporation has only one shareholder, or one shareholder holding a majority of the shares entitled to vote at the meeting, that shareholder present on his or her own behalf or by proxy constitutes a meeting and a quorum for such meeting.

7.18 Persons Entitled to be Present

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or the by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

7.19 Resolution in Lieu of Meeting

Except where a written statement is submitted by a director under subsection 110(2) of the Act or by an auditor under subsection 168(5) of the Act, a resolution in writing, signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders, is as valid as if it had been passed at a meeting of shareholders, and a resolution in writing dealing with all matters required by the Act or the by-laws to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of the Act and the by-laws relating to meetings of shareholders.

SHARES AND TRANSFERS

8.1 Issuance

Subject to the articles and to Section 28 of the Act, shares in the Corporation may be issued at the times and to the persons and for the consideration that the directors determine; provided that a share shall not be issued until the consideration for the share is fully paid in money or in property or past service that is not less in value than the fair equivalent of the money that the Corporation would have received if the share had been issued for money.

8.2 Security Certificates

Security certificates (if any) shall (subject to compliance with the Act) be in such form as the directors may from time to time by resolution approve and such certificates shall be signed manually, or the signature shall be printed or otherwise mechanically reproduced on the certificate, by at least one director or officer of the Corporation or by a registrar, transfer agent or branch transfer agent of the Corporation or an individual on their behalf, or by a trustee who certifies it in accordance with a trust indenture, and any additional signatures required on a security certificate may be printed or otherwise mechanically reproduced thereon. If a security certificate contains a printed or mechanically reproduced signature of a person, the Corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the Corporation, and the security certificate is as valid as if he or she were a director or an officer at the date of its issue.

8.3 Agent

For each class of securities and warrants issued by the Corporation, the directors may from time to time by resolution appoint or remove,

(a) a trustee, transfer agent or other agent to keep the securities register and the register of transfer and one or more persons or agents to keep branch registers; and

and, subject to the Act, one person may be appointed for the purposes of both clauses (a) and (b) in respect of all securities and warrants of the Corporation or any class or classes thereof.

8.4 Dealings with Registered Holder

Subject to the Act and the by-laws, the Corporation may treat the registered holder of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of a holder of the security.

8.5 Defaced, Destroyed, Stolen or Lost Security Certificates

In the event of the defacement, destruction, theft or loss of a security certificate, the fact of such defacement, destruction, theft or loss shall be reported by the owner to the Corporation or to an agent of the Corporation (if any), on behalf of the Corporation, with a statement verified by oath or statutory declaration as to the defacement, destruction, theft or loss and the circumstances concerning the same and with a request for the issuance of a new security certificate to replace the one so defaced (together with the surrender of the defaced security certificate), destroyed, stolen or lost. Upon the giving to the Corporation (or if there be an agent, hereinafter in this Section 8.5 referred to as the "Corporation's agent", then to the Corporation and the Corporation's agent) of an indemnity bond (or other security approved by the directors) in such form as is approved by the directors or by any officer of the Corporation, indemnifying the Corporation (and the Corporation's agent if any) against all loss, damage or expense, which the Corporation and/or the Corporation's agent may suffer or be liable for by reason of the issuance of a new security certificate to such owner, a new security certificate shall be issued in replacement of the one defaced, destroyed, stolen or lost, and such issuance may be ordered and authorized by any officer of the Corporation or by the directors.

8.6 Enforcement of Lien for Indebtedness

Except in the case of any class or series of shares of the Corporation listed on a stock exchange, the Corporation shall have a lien on the shares registered in the name of a shareholder or the shareholder's legal representative for a debt of that shareholder to the Corporation and such lien may be enforced by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares. No sale shall be made until such time as the debt ought to be paid and until a demand and notice in writing stating the amount due and demanding payment and giving notice of intention to sell on default shall have been served on the holder or such shareholder's legal representative of the shares subject to the lien and default shall have been made in payment of such debt for seven days after service of such notice. Upon any such sale, the proceeds shall be applied, firstly, in payment of all costs of such sale, and, secondly, in satisfaction of such debt and the residue (if any) shall be paid to the shareholder or as such shareholder shall direct. Upon any such sale, the directors may enter or cause to be entered the purchaser's name in the securities register of the Corporation as holder of the shares, and the purchaser shall not be bound to see to the regularity or validity of, or be affected by, any irregularity or invalidity in the proceedings, or be bound to see to the application of the purchase money, and after the purchaser's name or the name of the purchaser's legal representative has been entered in the securities register, the validity of the sale shall not be impeached by any person.

8.7 Electronic, Book-Based or Other Non-Certificated Registered Positions

For greater certainty, but subject to the Act, a registered securityholder may have his or her holdings of securities of the Corporation evidenced by an electronic, book-based, direct registration service or other non-certificated entry or position on the register of securityholders to be kept by the Corporation in place of a physical security certificate pursuant to a registration system that may be adopted by the Corporation, in conjunction with its transfer agent (if any). The by-laws shall be read such that a registered holder of securities of the Corporation pursuant to any such electronic, book-based, direct registration service or other non-certificated entry or position shall be entitled to all of the same benefits, rights, entitlements and shall incur the same duties and obligations as a registered holder of securities evidenced by a physical security certificate. The Corporation and its transfer agent (if any) may adopt such policies and procedures and require such documents and evidence as they may determine necessary or desirable in order to facilitate the adoption and maintenance of a security registration system by electronic, book-based, direct registration system or other non-certificated means.

DIVIDENDS

9.1 Dividends

Subject to the articles, the directors may from time to time by resolution declare and the Corporation may pay dividends on its issued shares.

The directors shall not declare and the Corporation shall not pay a dividend if there are reasonable grounds for believing that:

• (a) the Corporation is, or after the payment, would be unable to pay its liabilities as they become due; or
• (b) the realizable value of the Corporation's assets would thereby be less than the aggregate of its liabilities and its stated capital of all classes.

The Corporation may pay a dividend by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation and the Corporation may pay a dividend in money or property.

9.2 Joint Shareholders

In case several persons are registered as the joint holders of any securities of the Corporation, any one of such persons may give effectual receipts for all dividends and payments on account of dividends, principal, interest and/or redemption payments in respect of such securities.

9.3 Dividend Payments

A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the recorded address of such registered holder, or, paid by electronic funds transfer to the bank account designated by the registered holder, unless such holder otherwise directs. In the case of joint holders, the cheque or payment shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and, if more than one address is recorded in the Corporation's security register in respect of such joint holding, the cheque shall be mailed to the first address so appearing. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, or the electronic funds transfer as aforesaid, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold. In the event of non-receipt of any dividend cheque or payment by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque or payment for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as any officer or the directors may from time to time prescribe, whether generally or in any particular case.

MISCELLANEOUS

10.1 Remuneration of Directors, Officers and Employees

The directors of the Corporation may fix the remuneration of the directors, officers and employees of the Corporation. Any remuneration paid to a director of the Corporation shall be in addition to the salary paid to such director in his or her capacity as an officer or employee of the Corporation. Subject to the Act, the directors may also by resolution award special remuneration to any director in undertaking any special services on the Corporation's behalf other than the routine work ordinarily required of a director of the Corporation. The confirmation of any such resolution by the shareholders shall not be required. The directors, officers and employees shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation.

10.2 Submission of Contracts or Transactions to Shareholders for Approval

The directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any annual meeting of the shareholders or at any special meeting of the shareholders called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified or confirmed by resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or other applicable law or by the Corporation's articles or any other by-law) shall be as valid and as binding upon the Corporation and upon all the shareholders as though it had been approved, ratified and/or confirmed by every shareholder of the Corporation.

10.3 Conflict of Interest

A director or officer of the Corporation who is:

• (a) a party to a material contract or transaction or proposed material contract or proposed transaction with the Corporation; or
• (b) a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or proposed transaction with the Corporation;

shall, at the time and in the manner provided in the Act, disclose in writing to the Corporation or request to have entered in the minutes of meetings of directors, the nature and extent of his or her interest. Except as provided in the Act, no such director of the Corporation shall attend any part of a meeting of directors during which the contract or transaction is discussed, and no such director shall vote on any resolution to approve such contract or transaction.

If a material contract is made or a material transaction is entered into between the Corporation and one or more of its directors or officers, or between the Corporation and another person of which a director or officer of the Corporation is a director or officer or in which he or she has a material interest, the director or officer shall not be accountable to the Corporation or its shareholders for any profit or gain realized from the contract or transaction, and the contract shall not be void or voidable, by reason only of that relationship or by reason only that such director is present at or is counted to determine the presence of a quorum at the meeting of directors that authorized the contract or transaction, if (a) the director or officer disclosed his or her interest in accordance with the Act, and (b) the contract or transaction was reasonable and fair to the Corporation at the time it was approved.

Even if the foregoing conditions are not met, a director or officer, acting honestly and in good faith, shall not be accountable to the Corporation or to its shareholders for any profit or gain realized from any such contract or transaction, by reason only of his or her holding the office of director or officer, and the contract or transaction, if it was reasonable and fair to the Corporation at the time it was approved, shall not be by reason only of the director's or officer's interest therein void or voidable, where (a) the contract or transaction is confirmed or approved by special resolution at a meeting of the shareholders duly called for that purpose, and (b) the nature and extent of the director's or officer's interest in the contract or transaction are disclosed in reasonable detail in the notice calling the meeting or in the information circular.

10.4 For the Protection of Directors and Officers

No director or officer of the Corporation shall be liable to the Corporation for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever that may happen in the execution of the duties of such director's or officer's respective office of trust or in relation thereto, unless the same shall happen by or through the director's or officer's failure to exercise the powers and to discharge the duties of office honestly and in good faith with a view to the best interests of the Corporation, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or relieve such director or officer from liability under the Act. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Corporation, the fact that the director or officer is a shareholder, director or officer of the Corporation or body corporate or member of the firm shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

10.5 Indemnities to Directors and Others

• (a) The Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, or any other individual permitted by the Act to be so indemnified in the manner and to the fullest extent permitted by the Act. Without limiting the generality of the foregoing, subject to the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including costs reasonably incurred in the defence of an action or proceeding and an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.
• (b) The Corporation shall advance monies to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 10.5(a). The individual shall repay the money if the individual does not fulfill the conditions of Section 10.5(c).
• (c) The Corporation shall not indemnify an individual under Section 10.5(a) unless the individual:
  • (i) acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request; and
  • (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.
• (d) The Corporation shall, with the approval of a court, indemnify an individual referred to in Section 10.5(a), or advance monies under Section 10.5(b), in respect of an action by or on behalf of the Corporation or other entity to obtain a judgment in its favour, to which the individual is made a party because of the individual's association with the Corporation or other entity as described in Section 10.5(a), against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in Section 10.5(c).
• (e) The Corporation may purchase and maintain insurance for the benefit of an individual referred to in Section 10.5(a) against any liability incurred by that individual to the extent permitted by the Act.

10.6 Voting Securities in Other Bodies Corporate

All securities of or other interests in a body corporate or a trust, association or other unincorporated organization carrying voting rights and held from time to time by the Corporation may be voted at all meetings of shareholders, unitholders, bondholders, debenture holders or holders of such securities or other interests, as the case may be, of such other body corporate or trust, association or other unincorporated organization, and in such manner and by such person or persons as the directors of the Corporation shall from time to time determine and authorize by resolution. Any officer of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies and arrange for the issuance of voting certificates or other evidence of the right to vote in such names as such officer may determine, without the necessity of a resolution or other action by the directors.

10.7 Service

Any notice or document required by the Act, the articles or the by-laws to be sent to any shareholder or director of the Corporation may be delivered personally to or sent by pre-paid mail addressed to:

• (c) the shareholder at the shareholder's latest address as shown in the records of the Corporation or its transfer agent; and
• (d) the director at the director's latest address as shown in the records of the Corporation or in the last notice filed under Section 106 or 113 of the Act.

A notice or document sent by mail as contemplated by this Section 10.7 to a shareholder or director of the Corporation shall be deemed to have been received by the shareholder or director (as the case may be) at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the shareholder or director (as the case may be) did not receive the notice or document at that time or at all.

Notwithstanding the foregoing, provided that the addressee has consented in writing and has designated an information system for the receipt of electronic documents as contemplated by the Act, the Corporation may satisfy the requirements to send any notice or document referred to above, subject to the Act, by creating an electronic document and providing such electronic document to the applicable specified information system or otherwise posting or making such document available on a generally accessible electronic source, such as a web site, and providing written notice of the availability and location of that electronic document, unless otherwise prescribed by the Act. Any such electronic document shall be deemed to have been sent to and received by the addressee when it enters the information system of the addressee or, if posted or otherwise made available through a generally accessible electronic source, when the addressee receives written notice of the availability and location of that electronic document.

10.8 Failure to Locate Shareholder

If the Corporation sends a notice or document to a shareholder and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the Corporation in writing of the shareholder's new address.

10.9 Shares Registered in More than one Name

All notices or documents shall, with respect to any shares in the capital of the Corporation registered in more than one name, be sent to whichever of such persons is named first in the records of the Corporation and any notice or document so sent shall be sufficient notice of delivery of such document to all the holders of such shares.

10.10 Persons Becoming Entitled by Operation of Law

Every person who by operation of law, transfer or by any other means whatsoever shall become entitled to any shares in the capital of the Corporation shall be bound by every notice or document in respect of such shares which prior to his or her name and address being entered on the records of the Corporation in respect of such shares shall have been duly sent to the person or persons from whom such person derives his or her title to such shares.

10.11 Signatures upon Notices

The signature of any director or officer of the Corporation upon any notice need not be a manual signature.

10.12 Computation of Time

Where a given number of days' notice or notice extending over any period is required to be given under any provisions of the articles or the by-laws, the day the notice is sent shall, unless it is otherwise provided by applicable law, be counted in such number of days or other period.

10.13 Proof of Service

A certificate of any officer of the Corporation in office at the time of the making of the certificate or of an agent of the Corporation as to facts in relation to the mailing or delivery or sending of any notice or document to any shareholder, director, officer or auditor of the Corporation or any other person or publication of any notice or document shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation or other person, as the case may be.

10.14 Custody of Securities

All securities (including warrants) owned by the Corporation may be lodged (in the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box or with such other depositaries or in such other manner as may be determined from time to time by any officer or director.

All securities (including warrants) belonging to the Corporation may be issued and held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfer thereof to be completed and registration thereof to be effected.

10.15 Execution of Contracts, Etc.

Contracts, documents or instruments requiring the signature of the Corporation may be signed by any director or officer alone or any person or persons authorized by resolution of the directors and all contracts, documents or instruments so signed shall be binding upon the Corporation without any further authorization or formality. The directors are authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents or instruments generally or to sign specific contracts, documents or instruments.

The corporate seal (if any) of the Corporation may be affixed by any director or officer to contracts, documents or instruments signed by such director or officer as aforesaid or by an officer or officers, person or persons appointed as aforesaid by resolution of the directors.

The term "contracts, documents or instruments" as used in the by-laws shall include notices, deeds, mortgages, hypothecs, charges, cheques, drafts, orders for the payment of money, notes, acceptances, bills of exchange, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings.

The signature or signatures of any director or officer or any other person or persons appointed as aforesaid by resolution of the directors may be printed, engraved, lithographed or otherwise mechanically or electronically reproduced upon all contracts, documents or instruments executed or issued by or on behalf of the Corporation and all contracts, documents or instruments on which the signature or signatures of any of the foregoing persons shall be so reproduced, shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments.

10.16 Fiscal Period

The fiscal period of the Corporation shall terminate on such day in each year as the Board may from time to time by resolution determine.

10.17 Unanimous Shareholder Agreement

The provisions of the by-laws are subject to the terms of any unanimous shareholder agreement in effect from time to time in respect of the Corporation and, to the extent of any inconsistency between the by-laws and any such unanimous shareholder agreement, such unanimous shareholder agreement shall prevail over the by-laws.

10.18 Delivery of Documents

The delivery of an executed copy of any and all by-laws, minutes of meetings, resolutions, consents, instruments, or like documents required by the Act to be kept with the records of the Corporation in counterparts, by facsimile or by electronic transmission shall be deemed to be the equivalent of the delivery of an original executed copy thereof and the counterparts together shall constitute one and the same document.

10.19 Borrowing Money, Etc.

The directors of the Corporation may from time to time:

• (a) borrow money on the credit of the Corporation;
• (b) issue, reissue, sell or pledge debt obligations of the Corporation, including without limitation, bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured;
• (c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any individual, partnership, association, body corporate, trustee, executor, administrator or legal representative;
• (d) mortgage, hypothecate, pledge or otherwise create an interest in or charge on all or any property of the Corporation, owned or subsequently acquired, to secure payment of a debt or performance of any other obligation of the Corporation; or
• (e) delegate to one or more directors, a committee of directors or one or more officers of the Corporation as may be designated by the directors, all or any of the powers conferred by the foregoing clauses of this Section 10.19 to such extent and in such manner as the directors shall determine at the time of each such delegation

10.20 Former By-Laws May be Repealed

Upon this by-law coming into force, By-Law No. 1 of the Corporation that is in effect at the time this by-law becomes effective is repealed provided that such repeal shall not affect the previous operation of such by-law so repealed or affect the validity of any act or right, privilege, obligation or liability acquired or incurred under the validity of any contract or agreement made pursuant to any such by-law prior to its repeal. All officers and provisions of this by-law and all resolutions of the shareholders or of the directors with continuing effect passed under such repealed by-law shall continue good and valid except to the extent inconsistent with this by-law and until amended or repealed.