KINROSS GOLD CORP (Form: 8-A12B/A, Received: 04/11/2012 13:28:07)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

KINROSS GOLD CORPORATION

(Exact Name of Company as Specified in its Charter)

Province of Ontario, Canada		98-0162236
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

25 York Street, 17 th Floor Toronto, Ontario, Canada		M5J 2V5
(Address of Principal Executive Offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered

Common Shares		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates: N/A

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of class)

ITEM 1. DESCRIPTION OF CORPORATION’S SECURITIES TO BE REGISTERED

This Form 8-A/A amends the Form 8-A12B previously filed by the Registrant on January 29, 2003, Registration No. 001-13382. It amends and updates the description of the registered securities of the Registrant set forth in Form 8-A dated July 31, 2001, Registration No. 001-13382.

Kinross Gold Corporation’s (the “Corporation”) authorized capital consists of an unlimited number of Common Shares, with no par value (the “Common Shares”), and 311,933 Convertible Preferred Shares (the “Preferred Shares”). There are no Preferred Shares outstanding. Unless otherwise indicated, all dollar amounts contained in this Form 8-A/A are expressed in Canadian dollars.

Holders of Common Shares are entitled to receive notice of and to attend all meetings of shareholders of the Corporation, except meetings at which only holders of another specified class of shares are entitled to vote, and are entitled to one vote for each Common Share held on all votes taken at such meetings. Holders of Common Shares do not have cumulative voting rights. Subject to the rights of the holders of any other class or series of shares of the Corporation, the holders of Common Shares are entitled to receive equally, share for share, (i) all dividends declared by the directors, (ii) all property of the Corporation that is ever distributed to any of its shareholders (including without limitation on any final distribution) and (iii) any remaining property of the Corporation on dissolution. Holders of Common Shares do not have preemptive, subscription or conversion rights, and there are no redemption or sinking fund provisions applicable thereto.

The foregoing summary of certain characteristics of the Common Shares does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Corporation’s Articles of Amalgamation, a copy of which is included as an exhibit to this form 8-A/A.

Common Stock Purchase Rights

On March 29, 2009 (the “Record Time”), the Board of Directors of the Corporation declared a distribution of one common share purchase right (a “Right”) for each outstanding Common Share of the Corporation, and similarly authorized the issuance of one Right (subject to adjustment) in respect of each Common Share issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time (each as hereinafter defined). Each Right entitles the registered holder, after the Separation Time and prior to the Expiration Time, to purchase from the Corporation one Common Share at a price of $90.00 (the “Exercise Price”), subject to adjustment. The description and terms of the Rights are set forth in the Shareholder Rights Plan Agreement dated as of February 26, 2009 (the “Rights Agreement”), between the Corporation and Computershare Investor Services Inc., as Rights Agent (the “Rights Agent”), a copy of which has been previously filed and is incorporated herein by this reference. See Item 2. Exhibits.

Until the earliest to occur of: (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (a “Person”) has become an Acquiring Person (as defined below); (ii) 10 business days following the commencement of, or announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a Person of 20% or more of the outstanding Common Shares; (iii) ten days after a Permitted Bid or Competing Permitted Bid ceases to be such; and (iv) such other date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person (the earliest of such dates being called the “Separation Time”), new Common Share certificates issued after the Record Time shall evidence one Right for each Common Share represented thereby and shall contain a notation incorporating the Rights Agreement by reference. Until the earlier of the Separation Time and the Expiration Time, certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of such notation.

A Person who acquires beneficial ownership of 20% or more of the outstanding Common Shares is an “Acquiring Person”; provided, however, that the term Acquiring Person does not include a Person who acquires beneficial ownership of 20% or more of the Common Shares as a result or any combination of: (i) a reduction by the Corporation of the Common Shares by way of acquisition or redemption; (ii) an acquisition by way of a “Permitted Bid” (as defined under the Rights Agreement); (iii) a Pro Rata Acquisition (the exercise or conversion of rights granted pro rata to holders); or (iv) an “Exempt Acquisition” (as defined under the Rights Agreement). Notwithstanding the foregoing, if a Person becomes an owner of 20% or more of the outstanding Common Shares under one or more of the foregoing provisions and thereafter becomes the owner of 1% of the outstanding Common Shares other than through the foregoing provisions, they shall be an Acquiring Person.

The Rights Agreement provides that, until the Separation Time, the Rights will be transferred with and only with Common Shares. Until the Separation Time (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Time, even without a notation incorporating the Rights Agreement by reference, will constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Separation Time, separate certificates evidencing the Rights (“Rights Certificates”) will be mailed to holders of record of the Common Shares as of the Separation Time and such separate Right Certificates alone will evidence the Rights. Additionally, such holders will also receive a disclosure statement describing the Rights.

The Rights are not exercisable until the Separation Time. The Rights will expire upon the termination of the annual meeting of the Corporation in the year 2012 and 2015 (the “Expiration Time”), unless the Rights Plan is reconfirmed by the shareholders at those meetings or unless the Rights are earlier redeemed by the Corporation, in each case as described below.

In the event of a stock dividend on, or a subdivision, consolidation or reclassification of, the Common Shares after the Record Time and prior to the Expiration Time, the Exercise Price and the number of Rights outstanding, or, if the payment or effective date of any of the foregoing shall occur after the Separation Time, the securities purchasable upon exercise of Rights, are subject to adjustment from time to time to prevent dilution.

The Exercise Price is also subject to adjustment if at any time after the Record Time and prior to the Separation Time the Corporation shall (i) fix a record date for the making of a distribution to all holders of the Common Shares of certain rights or warrants entitling them to subscribe for or purchase Common Shares at a price, or securities convertible into Common Shares with a conversion price, less than the Market Price per Common Share on such record date, or (ii) fix a record date for the making of a distribution to all holders of Common Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above). The Corporation may elect on or after the date of any adjustment of an Exercise Price to adjust the number of Rights, in lieu of any adjustment in the number of Common Shares purchasable upon the exercise of a Right.

With certain exceptions, no adjustment to the Exercise Price shall be required until cumulative adjustments require an adjustment of at least 1% of such Exercise Price. No fractional Rights, or fractional Common Shares issuable upon exercise of Rights, shall be issued or certificates representing such fractional Rights or Common Shares. In lieu of issuing fractional Common Shares or Rights, an adjustment in cash will be made based on the 20-day average closing price of the Common Shares.

In the event that any person becomes an Acquiring Person prior to the Expiration Time, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise of the Right that number of Common Shares having an aggregate market value on the date of consummation or occurrence of such event equal to two times the Exercise Price of the Right. Under certain circumstances, the Board of Directors may, and where required, with the prior consent of the independent holders of Common Shares, waive the above-described increase in value of the Rights that would otherwise occur upon a person becoming an Acquiring Person.

At any time prior to a Person becoming an Acquiring Person, the Board of Directors may, with the prior consent of the independent holders of Common Shares or Rights, elect to redeem the Rights in whole, but not in part, at a price of $0.00001 per Right, subject to adjustment pursuant to the terms of the Rights Agreement (the “Redemption Price”). Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

Notwithstanding any provision in the Rights Agreement to the contrary, the terms of the Rights Agreement may be amended by the Board of Directors of the Corporation without the consent of the holders of the Rights; provided, however, that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Corporation, including, without limitation, the right to vote or to receive dividends.

The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a Person that acquires 20% or more of the Common Shares other than by way of an Exempt Transaction. The purpose of the Rights is to ensure, to the extent possible, that all shareholders of the Corporation are treated fairly in connection with any take-over bid for the Corporation.

A copy of the Rights Agreement has been previously filed. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement as amended, which is hereby incorporated herein by this reference.

The Corporation does not currently have outstanding Preferred Shares.

As set forth in the Corporation’s Articles, Preferred Shares are entitled to receive fixed, cumulative, preferential cash dividends as and when declared by the directors of the Corporation at an annual rate of $0.80 per share, payable in equal quarterly installments on the first day of January, April, July, and October in each year. Holders of Preferred Shares are not entitled to any dividends in excess of the fixed, cumulative, preferential cash dividends. Holders of Preferred Shares are entitled at any time to convert all or any part of their Preferred Shares into Common Shares on the basis of 8.2555 Common Shares for each Preferred Share, subject to usual anti-dilution adjustments, including, without limitation, stock dividends, stock splits, consolidations or other recapitalizations of the Corporation. Any dividends that are accrued but unpaid at the time of conversion shall be paid or an adjustment made by the Corporation.

The Corporation may at any time redeem all or any part of the Preferred Shares at a price of $10.00 per share, together with an amount equal to all dividends accrued and unpaid thereon, whether or not declared, up to and including the date of redemption (collectively, the “Redemption Price”). In case only a part of the Preferred Shares are to be redeemed, the Preferred Shares to be redeemed shall be selected by lot or, if the directors of the Corporation so determine, on a pro rata basis.

Holders of Preferred Shares are entitled to require the Corporation to redeem all or any part of their Preferred Shares at a price equal to the Redemption Price. So long as any Preferred Shares are outstanding, the Corporation will not be permitted, without the approval of holders of Preferred Shares, to declare or pay dividends on or redeem, purchase for cancellation or otherwise retire shares of the Corporation ranking junior to the Preferred Shares unless all dividends on the Preferred Shares have been paid and, after giving effect to such payment, the Corporation would still be in a legal position to redeem all of the Preferred Shares then outstanding. Holders of Preferred Shares are not entitled (except as required by law) to receive notice of or to attend or vote at any meeting of shareholders of the Corporation. Any matter submitted to the holders of Preferred Shares must be approved by the affirmative vote of the holders of two-thirds of the votes cast at a meeting, at which a quorum is present or by the written consent of the holders of two-thirds of the outstanding Preferred Shares. In the event of the liquidation, dissolution, or winding-up of the Corporation, holders of Preferred Shares are entitled to receive an amount equal to the Redemption Price in preference to any amount distributed to the holders of Common Shares.

The foregoing summary of certain characteristics of the Preferred Shares does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Corporation’s Articles of Amalgamation, a copy of which is included as an exhibit to this form 8-A/A.

Exchange Controls and Other Limitations Affecting Security Holders

Capital . There are no governmental laws, decrees, or resolutions in Canada, other than withholding taxes, restricting the remittance of interest, dividends, or other payments to non-resident holders of Common Shares of the Company. See “Taxation of U.S. Holders” below for a discussion of the Canadian withholding tax applicable to such payments.

Control . The acquisition of control of the Company, a Canadian business, by non-Canadians is subject to the Investment Canada Act (the “Act”).

The term “non-Canadian” is defined in the Act as an individual, a government or government agency, or an entity that is not Canadian. The Act contains certain rules for determining whether a corporation or other entity is Canadian or non-Canadian.

Any non-Canadian, as defined in the Act, proposing to acquire control of the Company through:

(i) the acquisition of a majority of its voting shares;

(ii) the acquisition of one-third or more of its voting shares unless it can be established that, on the acquisition, the Company is not controlled in fact by the acquiror through the ownership of voting shares; or

(iii) the acquisition of all or substantially all of the assets of the Company;

must give notice of the investment in prescribed form to the Investment Review Division of Industry Canada, a department of the Canadian government, and if certain monetary thresholds are exceeded, may be required to obtain approval from the Minister of Industry pursuant to the statutorily prescribed review procedure prior to implementation of such acquisition. The monetary review thresholds are higher if the Investor is a “WTO” investor as defined in the Act.

The Act states that if an acquisition is made in contravention of the Act, a court may make an order providing for certain civil penalties including requiring any acquiror to divest of the shares or assets of the Company.

The Act also provides for criminal penalties in the event of the provision of false information.

Except as described above, statutes in Canada and the province of Ontario and the charter documents of the Company do not restrict the rights of non-Canadians to hold or vote the Common Shares of the Company.

Taxation of U.S. Holders

Dividends paid or credited, or deemed to be paid or credited, on shares beneficially owned by a holder that is not, and is not deemed to be, a resident of Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”) (such a holder, a “U.S. Holder”) are subject to Canadian withholding tax. The rate of Canadian withholding tax on dividends under the Tax Act is 25%. However, Article X of the reciprocal tax treaty between Canada and the United States of America (the “Treaty”) limits the rate of withholding tax to 15% if the beneficial owner of the dividends is a resident of the United States for purposes of, and is entitled to benefits in accordance with the provisions of, the Treaty (a “Treaty Resident”). The rate of withholding tax is further limited to 5% under the Treaty if the beneficial owner of the dividends is a Treaty Resident that is a United States company which owns at least 10% of the voting stock of the Company.

If the U.S. Resident beneficial owner of the dividends carries on business in Canada, and the Common Shares in respect of which the dividends are paid are used or held or deemed to be used or held in the business, the dividends are taxable in Canada as business income at rates which may exceed the above-mentioned withholding rates. However, under the provisions of the Treaty, a beneficial owner of dividends that is a Treaty Resident shall only be subject to tax thereon as business income if the Common Shares in respect of which the dividends are paid are effectively connected to a permanent establishment in Canada through which the business is carried on. Under the Treaty, Canada is permitted to apply its domestic law rules for differentiating dividends from interest and other disbursements.

A gain realized on the disposition of Common Shares by a U.S. Resident will not be subject to tax under the Tax Act unless the Common Shares held by the U.S. Resident are “taxable Canadian property” to the U.S. resident for purposes of the Tax Act. In general, the Common Shares will be “taxable Canadian property” to a U.S. Resident at a particular time if (A) they are then used or held by the U.S. Resident in a business carried on in Canada, or (B) provided the Common Shares are listed at that time on a designated stock exchange (which includes the Exchange), at any time during the 60-month period that ends at that time (1) the U.S. Resident, persons with whom the U.S. Resident does not deal with at arm’s length, or the U.S. Resident together with all such persons, has owned 25% or more of the issued shares of any class or series of the capital stock of the Company and (2) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of (i) real or immovable properties situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. If the Common Shares do constitute “taxable Canadian property” to a Treaty Resident, relief may be available under the Treaty. In general, under the provisions of Treaty, a gain realized by a Treaty Resident from the alienation of Common Shares will be exempt from tax in Canada if the Common Shares are not property forming part of the business property of a permanent establishment which the Treaty Resident has or had in Canada, and if the value of the shares of the Company was not principally derived from real property (which includes rights to explore for or to exploit mineral deposits) situated in Canada.

The foregoing discussion concerning exchange controls and taxation of U.S. security holders is a brief summary of current laws and regulations related thereto. The discussion is intended solely for general information and does not make specific representations to any security holder. A security holder’s particular situation may be such that some variation of the basic rules is applicable to him or her. In addition, such laws and regulations have been revised from time to time and may be changed again at any time in the future. Accordingly, security holders are encouraged to consult with competent tax advisors or counsel in connection with any purchase or sale of the Common Shares.

The following exhibits are filed as part of this Registration Statement on Form 8-A/A.

Exhibit Number	SEC Reference Number	Title of Document	Location

Item 3.
3.1	1	Articles of Amalgamation dated January 1, 2011	This Filing
3.2	2	Amended and Restated By-Law No. 1	This Filing

Item 4.
4.1	1	Shareholder Rights Plan Agreement, dated February 26, 2009, between Kinross Gold Corporation and Computershare Investment Services Inc.	Previously filed (1)

(1)

The Shareholder Rights Plan Agreement dated February 26, 2009 was filed as Exhibit 99.2 to Registrant’s report on Form 6-K filed March 3, 2009 and is incorporated herein by this reference.

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: April 10, 2012	KINROSS GOLD CORPORATION

	By	/s/ SHELLEY RILEY
	Shelley Riley, Vice President, Office Services and Corporate Secretary

	For Ministry Use Only		Ontario Corporation Number
	À l ’ usage exclusif du minist è re	Minist è re des	Num é ro de la soci é t é en Ontario
	Ministry or	Services gouvernementaux
	Government Services		1840581
CERTIFICATE		CERTIFICAT
This is to certify that these articles are effective on		Ceci certifie que les pr é sents statuts entrent en vigueur le
JANUARY 01 JANVIER, 2011

/s/ [ILLEGIBLE]
Director / Directrice
Business Corporations Act / Loi sur les sociétés par actions

ARTICLES OF AMALGAMATION

STATUTS DE FUSION

Form 4 Business Corporations Act

Formule 4
Loi sur les
sociétés par
actions

The name of the amalgamated corporation is: (Set out in BLOCK CAPITAL LETTERS)

D é nomination sociale de la soci é t é issue de la fusion: ( É crire en LETTRES MAJUSCULES SEULEMENT):

The address of the registered office is:

Adresse du siège social:

25 York Street, 17th Floor,

Street & Number or R.R. Number & if Multi-Office Building give Room No. /

Rue et num é ro ou num é ro de la R.R. et, s’il s’agit d’un é difice à bureaux, num é ro du bureau

Toronto

ONTARIO

Name of Municipality or Post Office /

Postal Code/ Code postal

Nom de la municipalit é ou du bureau de poste

Number of directors is:

Nombre d’administrateurs:

Fixed Number

Nombre fixe

OR minimum and maximum

OU minimum et maximum

The director(s) is/are: / Administrateur(s):

First name, middle names and surname
Pr é nom, autres pr é noms et nom de famille

Address for service, giving Street & No. or R.R. No., Municipality, Province, Country and Postal Code

Domicile é lu, y compris la rue et le num é ro ou le num é ro de la R. R., le nom de la municipalité, la province, le pays et le code postal

Resident Canadian

State ‘Yes’ or ‘No’

R é sident canadien

Oui/Non

See Page 1A attached

KINROSS GOLD CORPORATION

FORM 4 - ARTICLES OF AMALGAMATION

4. The director(s) is/are:


First name, initials and surname	Address for service, giving Street & No. or R.R. No., Municipality and Postal Code	Resident Canadian (State Yes or No)

John A. Brough	25 York Street, 17 th Floor Toronto ON M5J 2V5	Yes

Tye W. Burt	25 York Street, 17 th Floor Toronto ON M5J 2V5	Yes

John K. Carrington	25 York Street, 17 th Floor Toronto ON M5J 2V5	Yes

Richard Peter Clark	1281 West Cordova Street Suite 3001 Vancouver BC V6C 3R5	Yes

John M. H. Huxley	25 York Street, 17 th Floor Toronto ON M5J 2V5	Yes

John A. Keyes	10 Windhaven Drive The Woodlands TX 77381	No

Lukas Henrik Lundin	885 West Georgia Street Suite 2101 Vancouver BC V6C 3E8	Yes

Catherine E. McLeod-Seltzer	25 York Street, 17 th Floor Toronto ON M5J 2V5	Yes

George F. Michals	25 York Street, 17 th Floor Toronto ON M5J 2V5	No

John E. Oliver	25 York Street, 17 th Floor Toronto ON M5J 2V5	Yes

Terence C.W. Reid	25 York Street, 17 th Floor Toronto ON M5J 2V5	Yes


5.	Method of amalgamation, check A or B
	Méthode choisie pour la fusion – Cocher A ou B:

		A -	Amalgamation Agreement / Convention de fusion :

	o		The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below. Les actionnaires de chaque société qui fusionnne ont dûment adopté la convention de fusion conformément au paragraphe 176(4) de la Loi sur les sociétés par actions à la date mentionnée ci-dessous.
	or ou
		B -	Amalgamation of a holding corporation and one or more of its subsidiaries or amalgamation of subsidiaries / Fusion d’une société mère avec u ne ou plusieurs de ses filiales ou fusion de filiales:

	x		The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below. Les administrateurs de chaque société qui fusionne ont approuvé la fusion par voie de résolution conformément à l’article 177 de la Loi sur les soci é t é s par actions à la date mentionnée ci-dessous.

			The articles of amalgamation in substance contain the provisions of the articles of incorporation of Les statuts de fusion reprennent essentiellement les dispositions des statuts constitutifs de

				KINROSS GOLD CORPORATION
			and are more particularly set out in these articles. et sont énoncés textuellement aux présents statuts.

	Names of amalgamating corporations D é nomination sociale des sociétés qui fusionnent	Ontario Corporation Number Numéro de la société en Ontario	Date of Adoption/Approval Date d’adoption ou d’approbation
		Ontario Corporation Number Numéro de la société en Ontario	Year année	Month mois	Day jour

	Kinross Gold Corporation	1683689	2010-12-22

	Underworld Resources Inc.	1836216	2010-12-22













07121E (05/2007)


	6.	Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. Limites, s’il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la société.

		None.

	7.	The classes and any maximum number of shares that the corporation is authorized to issue: Catégories et nombre maximal, s ’ il y a lieu, d ’ actions que la société est autorisée à émettre:

		An unlimited number of Common Shares and 311,933 Convertible Preferred Shares.

07121E (05/2007)


	8.	Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:

		Droits, privil è ges, restrictions et conditions, s’il y a lieu, rattachés à chaque catégorie d’actions et pouvoirs des administrateurs relatifs à chaque catégorie d’actions qui peut être émise en s érie :

		See pages 4A to 4O attached hereto.

07121E (05/2007)

Part 1 - Interpretation

In this Appendix


	(a)	“Act” means the Business Corporations Act (Ontario), or its successor, as amended, replaced or re-enacted from time to time; and

	(b)	“final distribution” means the distribution of assets of the Corporation on any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs.

This Appendix, as from time to time amended, shall be read without regard to paragraph headings, which are included for ease of reference only, and with all changes in gender and number permitted by the context.

Part 2 - Common Shares

The rights, privileges, restrictions and conditions attaching to the Common Shares are as follows:

Section 2.1 Dividends and Distributions : Subject to the rights of the holders of any other class or series of shares of the Corporation, the holders of the Common Shares are entitled to receive equally, share for share: (i) all dividends declared by the directors, (ii) all property of the Corporation that is ever distributed to any of its shareholders (including without limitation on any final distribution) and (iii) any remaining property of the Corporation on dissolution.

Section 2.2 Votes : The holders of the Common Shares are entitled to receive notice of and to attend all meetings of shareholders of the Corporation, except meetings at which only holders of another specified class or series of shares are entitled to vote, and are entitled to one vote for each Common Share held on all votes taken at such meetings.

Part 3 - Preferred Shares

The rights, privileges, restrictions and conditions attaching to the Preferred Shares are as follows:

Section 3.1 Definitions and Interpretation :


(a)	Definitions : Where used in this Part 3, the following words and phrases shall, unless there is something in the context otherwise inconsistent therewith, have the following meanings, respectively:

	(i)	“board of directors” or “directors” means the board of directors of the Corporation or, if duly constituted and empowered, the executive or any other committee of the board of directors of the Corporation for the time being, and reference without further elaboration to action by the directors means either action by the directors of the Corporation as a board or action by any such committee;


		(ii)	“business day” means a day other than a Saturday, a Sunday or any other day that is treated as a holiday for the purpose of legislation in Canada or in the Province or municipality in which the registered office of the Corporation is located;

		(iii)	“certificate of the Corporation” means a written certificate of the Corporation signed on behalf of the Corporation by any two of the officers or directors of the Corporation having knowledge of the matters therein affirmed;

		(iv)	“Common Shares” means the Common Shares which the Corporation is authorized to issue;

		(v)	“Conversion Basis” means, for each Preferred Share converted, 8.2555 Common Shares, subject to adjustment as provided herein;

		(vi)	“Current Market Price” means the average closing price for at least one board lot sale of the Common Shares on any stock exchange on which the Common Shares are listed (and, if the Common Shares are listed on more than one stock exchange, then on the stock exchange specified by the directors for such purpose) for the 30 consecutive Trading Days commencing 45 Trading Days before the date for determining the Current Market Price;

		(vii)	“Dividend Payment Date” means the first day of each of January, April, July and October in each year;

		(viii)	“Dividend Quarter” means the period from but excluding a Dividend Payment Date to and including the next succeeding Dividend Payment Date;

		(ix)	“holder” means a person or, in the case of joint holders, the persons, recorded on the securities register of the Corporation as being the registered holder or holders of one or more Preferred Shares;

		(x)	“Initial Retraction Date” means March 31, 1998;

		(xi)	“ranking as to the return of capital” means ranking with respect to the distribution of assets, in the event of the liquidation, dissolution or winding-up of the Corporation, or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary, including a final distribution; and “ranking as to the payment of dividends” means ranking with respect to the payment of dividends by the Corporation on its shares; for greater certainty, references herein to “ranking on a parity with” do not mean or include “ranking prior to”;


		(xii)	“Trading Day” means any day on which any stock exchange on which the Common Shares are listed is open for trading, provided that if the Common Shares are listed on more than one stock exchange on any day which is intended to be a Trading Day for the purposes hereof, “Trading Day” shall mean any day that the stock exchange on which the Common Shares are listed, as shall be specified for such purpose by the directors, is open for trading; and

		(xiii)	“Transfer Agent” means such person, firm or corporation as the Corporation may, from time to time, appoint as the transfer agent of the Preferred Share at such locations as the Corporation may, from time to time, approve.

(b)	Business Day : In the event the date on which or by which any action is required to be taken by the Corporation or any holder of Preferred Shares is not a business day, then such action shall be required or permitted to be taken on or by the next succeeding date that is a business day.

(c)	Notice :

	(i)	Notice : Any notice (which term includes any communication or document) required or permitted to be given, sent, delivered or otherwise served to or upon a holder of Preferred Share pursuant to this Part 3 shall, unless some other means is specifically required, be sufficiently given, sent, delivered or otherwise served if given, sent, delivered or served by prepaid mail and shall be deemed to be given, sent, delivered, served and received, if sent by prepaid mail, on the date of mailing thereof.

	(ii)	Postal Disruption : If there exists any actual or apprehended disruption of mail services in any province of Canada in which there are holders of Preferred Shares whose addresses appear on the books of the Corporation to be in such province, notice may (but need not) be given to the holders in such province by means of publication once in each of two successive weeks in a newspaper of general circulation published in the capital city of such province, or if the Corporation or the Transfer Agent maintains a register or branch register of transfers for the Preferred Shares in such province, then in the city in such province where any such register is maintained. Notice given by publication shall be deemed for all purposes to be proper notice and to have been given on the day on which the first publication is completed in any city in which notice is published.

	(iii)	Accidental Omission : Accidental failure or omission to give notice to one or more holders of Preferred Shares in any circumstance where notice is required to be given hereunder shall not affect the validity of the action, event or circumstance so concerned, but upon such failure or omission being discovered notice shall be given forthwith to such holder or holders and shall have the same force and effect as if given in due time.

Section 3.2 Conversion Privilege :


(a)	Right to Convert : The holders of Preferred Shares shall have the right (the “Conversion Right”), exercisable at any time, to convert all or any part of their Preferred Shares into Common Shares on the Conversion Basis.

(b)	Exercise of Conversion Right : Any holder of Preferred Shares desiring to exercise the Conversion Right shall complete the conversion panel, if any, on the reverse of the certificate or certificates representing the Preferred Shares which such holder desires to convert (or such other document as may be provided by or on behalf of the Corporation for such purpose), specifying the number of Preferred Shares to be converted, and shall present and surrender to the Corporation at its registered office the certificate or certificates representing the Preferred Shares to be converted, naming the persons in whose name the Common Shares are to be registered, and stating the number of Common Shares to be issued to each. If any of the Common Shares are to be issued to persons other than the holder of such Preferred Shares, all other conditions precedent to the Corporation’s duty to register a transfer of shares shall also be satisfied. On the date of such delivery and if such conditions are satisfied, each person in whose name the Common Shares are to be issued as designated in the notice shall be deemed for all purposes the holder of fully paid Common Shares in the number designated in such notice (not exceeding in aggregate as among such persons the total number of Common Shares resulting from the conversion) and such persons shall be entitled to delivery by the Corporation of certificates representing their Common Shares promptly after such date. If less than all of the Preferred Shares represented by any certificate are converted, the Corporation shall issue a new certificate for the balance without charge.

(c)	Adjustment for Accrued Dividends : Upon the conversion of any Preferred Shares into Common Shares there shall be payment or adjustment by the Corporation on account of any dividends accrued but unpaid on the Preferred Shares.

(d)	Adjustment of Conversion Privilege : The Conversion Basis shall be subject to adjustment from time to time in accordance with the following provisions:

	(i)	Stock Dividends, Subdivisions and Consolidations by Corporation : If the Corporation shall:

		(A)	issue Common Shares or securities exchangeable for or convertible into Common Shares without further payment pursuant to a stock dividend to all or substantially all of the holders of Common Shares;

		(B)	make a distribution on its issued and outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares without further payment;

		(C)	subdivide its issued and outstanding Common Shares into a greater number of Common Shares; or


	(D)	consolidate its issued and outstanding Common Shares into a smaller number of Common Shares:

	(any such event being called a “Common Share Reorganization ” ), the Conversion Basis then in effect shall be adjusted effective immediately after the record date on which the holders of Common Shares are determined for the purposes of the Common Share Reorganization to the Conversion Basis determined by multiplying the Conversion Basis then in effect by the fraction, the numerator of which shall be the number of Common Shares which will be issued and outstanding after the completion of such Common Share Reorganization, including in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would be issued and outstanding had all of such securities been exchanged for or converted into Common Shares on such record date and the denominator of which shall be the number of Common Shares issued and outstanding on such record date.

(ii)	Rights Offerings by Corporation : If the Corporation shall distribute rights, options or warrants exercisable within a period of 45 days after the record date for such distribution to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per Common Share or at an exchange or conversion value per Common Share in the case of securities exchangeable for or convertible into Common Shares equal to or less man 90% of the Current Market Price for the Common Shares determined as of the record date for such distribution, to all or substantially all of the holders of Common Shares (any such event being called a “Rights Offering”), the Conversion Basis then in effect shall be adjusted effective immediately after the record date on which holders of Common Shares are determined for purposes of the Rights Offering to the Conversion Basis determined by multiplying:

	(A)	the Conversion Basis in effect on such record date by;

	(B)	the fraction

		(I)	the numerator of which shall be the aggregate of

			(1)	the number of Common Shares issued and outstanding on such record date, and

			(2)	the number of Common Shares offered pursuant to the Rights Offering or the maximum number of Common Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, and


(II)	the denominator of which shall be the aggregate of

	(1)	the number of Common Shares issued and outstanding on such record date, and

	(2)	the number determined by dividing either

		(x)	the product of

			1.	the number of Common Shares so offered, and

			2.	the price at which each one of such Common Shares is offered, or

		(y)	the product of

			1.	the maximum number of Common Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, and

			2.	the exchange or conversion value of each one of such securities so offered,

	as the case may be, by the Current Market Price for the Common Shares determined as of such record date. To the extent that such options, rights or warrants are not exercised prior to the expiry date thereof, the Conversion Basis shall be re-adjusted effective immediately after such expiry date to the Conversion Basis which would then have been in effect based upon the number of Common Shares or securities exchangeable for or convertible into Common Shares actually issued on the exercise of such options, rights or warrants.

(iii)	Special Distributions by Corporation : If the Corporation shall distribute to all or substantially all of the holders of Common Shares:

	(A)	shares of any class other than Common Shares;

	(B)	rights, options or warrants, other than rights, options or warrants referred to in paragraph 3.2(d)(ii) hereof and other than rights, options or warrants exercisable within a period of 45 days after the record date for such distribution to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per Common Share or at an exchange or conversion value per Common Share greater than 90% of the Current Market Price for the Common Shares determined as of the record date for such distribution;

	(C)	evidences of indebtedness; or


	(D)	any other assets, excluding Common Shares issued by way of stock dividends and cash dividends paid out of earnings including the value of any shares or other property distributed in lieu of such cash dividends at the option of shareholders; and

	such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any such event being called a “Special Distribution”), the Conversion Basis then in effect shall be adjusted effective immediately after the record date on which the holders of Common Shares are determined for the purpose of the Special Distribution to the Conversion Basis determined by multiplying the Conversion Basis in effect on the record date of the Special Distribution by:

	(E)	the fraction

		(I)	the numerator of which shall be the number of Common Shares issued and outstanding on such record date multiplied by the Current Market Price for the Common Shares determined as of such record date, and

		(II)	the denominator of which shall be the difference between

			(1)	the product of

				(x)	the number of Common Shares issued and outstanding on such record date, and

				(y)	the Current Market Price for the Common Shares determined as of such record date, and

			(2)	the fair value, as determined by the directors of the Corporation, whose determination shall be conclusive, to the holders of Common Shares of the shares, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution.

(iv)	Other Reorganizations by Corporation : If and whenever there is a capital reorganization of the Corporation not otherwise provided for in this subsection 3.2(d) or a consolidation, merger or amalgamation of the Corporation with or into another body corporate (any such event being called a “Capital Reorganization”), any holder of Preferred Shares who exercises the Conversion Right after the effective date of such Capital Reorganization shall be entitled to receive and shall accept, upon the exercise of such right, in lieu of the number of Common Shares to which such holder was theretofore entitled on conversion, the aggregate number of shares or other securities of the Corporation or of the body corporate resulting from the Capital Reorganization that such holder would have been, entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, such holder had been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon conversion, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in paragraphs (i), (ii) and (iii) of this subsection 3.2(d); provided that no such Capital Reorganization shall be made effective unless all necessary steps shall have been taken so that the holders of Preferred Shares shall thereafter be entitled to receive such number of such shares or other securities of the Corporation or of the body corporate resulting from the Capital Reorganization.


(v)	Reclassification by Corporation : If the Corporation shall reclassify the issued and outstanding Common Shares (such event being called a “Reclassification”), the Conversion Basis shall be adjusted effective immediately after the record date of such Reclassification so that holders of Preferred Shares who exercise the Conversion Right thereafter shall be entitled to receive the shares that such holders would have received had such Preferred Shares been converted immediately prior to such record date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in paragraphs (i), (ii) and (iii) of this subsection 3.2(d) .

(vi)	Price Adjustment Rules : The following rules and procedures shall be applicable to adjustments of the Conversion Basis made pursuant to this subsection 3.2(d):

	(A)	No adjustment in the Conversion Basis shall be made in respect of any event described in this subsection 3.2(d) if the holders of the Preferred Shares are entitled to participate in such event on the same terms mutatis mutandis as if such holders had converted their Preferred Shares prior to or on the effective date or record date of such event, provided that any such participation shall be subject to the prior approval of The Toronto Stock Exchange if any equity securities of the Corporation are on the effective date or record date or were at any time during the six month period preceding such date listed on The Toronto Stock Exchange with the exception that such prior written consent is not necessary if any equity securities of the Corporation ceased to be listed on The Toronto Stock Exchange during the six month period preceding such date by reason of all of any securities of the Corporation having been acquired by the Corporation or other party.

	(B)	No adjustment in the Conversion Basis shall be made pursuant to this subsection 3.2(d) in respect of the issue from time to time of Common Shares to holders of Common Shares who exercise an option to receive substantially equivalent dividends in Common Shares or securities exchangeable for or convertible into Common Shares in lieu of receiving cash dividends, and any such issue shall be deemed not to be a Common Share Reorganization.


			(C)	No adjustment in the Conversion Basis shall be made if such adjustment would result in a decrease below the applicable unadjusted Conversion Basis other than in respect of a consolidation of the issued and outstanding Common Shares into a smaller number of Common Shares.

			(D)	Forthwith after any adjustment in the Conversion Basis pursuant to this subsection 3.2(d) the Corporation shall file with the Transfer Agent a certificate of the Corporation certifying as to the particulars of such adjustment and, in reasonable detail, the event requiring and the manner of determining such adjustment. The Corporation shall also at such time give written notice to the holders of Preferred Shares of the Conversion Basis following such adjustment.

	(e)	Disputes : If any question arises with respect to the number of Common Shares to be issued on any exercise of the Conversion Right, it shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors of the Corporation and such determination shall bind the Corporation and all shareholders of the Corporation.

	(f)	No Fractions : In any case where a fraction of a Common Share would otherwise be issuable on the conversion of one or more Preferred Shares, the number of Common Shares to be issued to a holder on conversion of Preferred Shares into Common Shares shall be rounded down to the nearest whole number of Common Shares so that no fractional shares are issuable.

Section 3.3 Dividends

	(a)	Payment of Dividends : The holders of Preferred Shares shall be entitled to receive, and the Corporation shall pay thereon, as and when declared by the directors of the Corporation, out of monies of the Corporation properly applicable to the payment of dividends, fixed, cumulative, preferential cash dividends at an annual rate of $0.80 per share per annum, payable in equal quarterly instalments on each Dividend Payment Date. Subject as hereinafter provided, dividends on outstanding Preferred Shares shall accrue from day to day from the date of issue; provided that all Preferred Shares validly issued and outstanding on any record date for a dividend shall, regardless of their respective dates of issue be entitled to rank equally without distinction with respect to the amount of any dividend declared payable to holders of record thereon on any date following any of the respective dates of issue, with the intent that all holders of outstanding Preferred Shares on any record date for any dividend shall be entitled to receive the same amount of dividends per share. The holders of Preferred Shares shall not be entitled to any dividends other than or in excess of the fixed, cumulative, preferential cash dividends provided for herein.

	(b)	Dividends for a Partial Quarter : The amount of the dividend or amount calculated by reference to the dividend for any period which is less than a Dividend Quarter with respect to any Preferred Share:

		(i)	which is redeemed or purchased during such Dividend Quarter; or

		(ii)	where assets of the Corporations are distributed to the holders of Preferred Shares pursuant to section 3.8 hereof during such Dividend Quarter;

		shall be equal to the amount (rounded to the nearest l/10th of one cent) calculated by multiplying $0.20 by a fraction of which the numerator is the number of days in such Dividend Quarter that such Preferred Share has been outstanding (excluding the Dividend Payment Date at the beginning of such Dividend Quarter if such Preferred Share was outstanding on that date and including the date of redemption, purchase or distribution or the Dividend Payment Date at the end of such Dividend Quarter if such Preferred Share was outstanding on that date) and the denominator is the number of days in such Dividend Quarter (excluding the Dividend Payment Date at the beginning thereof and including the Dividend Payment Date at the end thereof).

	(c)	Method of Payment : Cheques payable in lawful money of Canada at par at any branch in Canada of the bank of the Corporation for the time being shall be issued in respect of dividends paid on the Preferred Shares (less any tax required to be deducted or withheld by or on behalf of the Corporation). The mailing on or before any Dividend Payment Date of such a cheque, payable on such Dividend Payment Date, to a holder of Preferred Shares shall be deemed to be payment of the dividends represented thereby unless the cheque is not paid upon presentation. Dividends which are represented by a cheque which has not been presented to the drawee for payment or which otherwise remain unclaimed for a period of six years from the date on which such dividends were declared payable shall be forfeited to the Corporation.

	(d)	Cumulative Payment of Dividends : If on any Dividend Payment Date the dividends accrued to such date are not paid in full on all of the Preferred Shares then outstanding, such dividend, or the unpaid part thereof, shall be paid on a subsequent date or dates determined by the directors on which the Corporation shall have sufficient monies properly applicable to the payment of such dividends.

Section 3.4		Redemption :

	(a)	Optional Redemption : Subject to the provisions of the Act, these articles and the provisions of this section 3.4 and of section 3.7 hereof, the Corporation may, upon giving notice as hereinafter provided, redeem at any time all or from time to time any part of the then outstanding Preferred Shares, on payment for each Preferred Share of $10.00 together with the amount equal to all dividends, if any, accrued and unpaid thereon, whether or not declared, up to and including the date specified for redemption (the whole amount constituting and being hereinafter referred to as the “Redemption Price”).

	(b)	Partial Redemption : In case a part only of the Preferred Shares are at any time to be redeemed, the Preferred Shares so to be redeemed shall be selected by lot or, if the directors of the Corporation so determine, on a pro rata basis, disregarding fractions, according to the number of Preferred Shares held by each holder thereof. If a part only of the Preferred Shares represented by any certificate shall be redeemed, a new certificate representing the balance of such Preferred Shares shall be issued to the holder at the expense of the Corporation.

	(c)	Method of Redemption : In any case of redemption of Preferred Shares, the Corporation shall, not less than 30 nor more than 60 days before the date specified for redemption, send to each holder of Preferred Shares to be redeemed notice of the intention of the Corporation to redeem such Preferred Shares. Such notice shall set out the number of Preferred Shares held by the holder which are to be redeemed, the Redemption Price, the date specified for redemption, and the place within Canada at which holders of Preferred Shares may present and surrender such Preferred Shares for redemption. On and after the date specified for redemption, the Corporation shall pay or cause to be paid to or to the order of the holders of the Preferred Shares to be redeemed the Redemption Price for each Preferred Share to be redeemed on presentation and surrender, at the registered office of the Corporation or any other place within Canada specified in the notice of redemption, of the certificate or certificates representing the Preferred Shares called for redemption. Payment in respect of Preferred Shares being redeemed shall be made by cheques payable in lawful money of Canada at par at any branch in Canada of the Corporation’s bankers for the time being. The Corporation shall have the right at any time after the giving of notice of redemption to deposit the aggregate Redemption Price of the Preferred Shares called for redemption or of such of the Preferred Shares which are represented by certificates which have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, to a special account in any chartered bank or any trust company in Canada named in such notice or in a subsequent notice to the holders of the Preferred Shares in respect of which the deposit is made, to be paid without interest to or to the order of the respective holders of Preferred Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing such Preferred Shares. Upon such deposit being made or upon the date specified for redemption, whichever is the later, the Preferred Shares in respect of which such deposit shall have been made shall be and be deemed to be redeemed and the rights of the holders thereof shall be limited to receiving, without interest, their proportionate part of the amount so deposited upon presentation and surrender of the certificate or certificates representing their Preferred Shares being redeemed. Any interest on any such deposit shall belong to the Corporation. From and after the date specified for redemption in any notice of redemption, the Preferred Shares called for redemption shall cease to be entitled to dividends and to participate in the assets of the Corporation and the holders thereof shall not be entitled to exercise any of their other rights as holders in respect thereof unless payment of the Redemption Price shall not be made upon presentation and surrender of the certificates in accordance with this subsection 3.4(c), in which case the rights of the holders thereof shall remain unaffected. Redemption monies which are represented by a cheque which has not been presented to the drawee for payment or which otherwise remain unclaimed (including monies held on deposit in a special account as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporation. Holders of Preferred Shares receiving a notice of redemption may, if so desired, exercise the Conversion Right in respect of the Preferred Shares to be redeemed at any time prior to the date fixed for redemption of such Preferred Shares unless payment of the Redemption Price shall not be made upon presentation and surrender of the certificates in accordance with this subsection 3.4(c), in which case the rights of the holders shall remain unaffected.

Section 3.5		Retraction :

	(a)	Right to Retract : Holders of Preferred Shares shall be entitled at any time on or after the Initial Retraction Date, upon giving notice as provided in subsection 3.5(b) hereof, to require the Corporation to redeem at any time the whole or from time to time any part of the Preferred Shares then outstanding and registered in the name of such holder on the books of the Corporation for the amount of $10.00 for each Preferred Share to be redeemed plus all accrued but unpaid dividends thereon, whether or not declared, up to and including the date specified for redemption and, upon receiving such notice in accordance with the provisions of subsection 3.5(b) hereof and subject to the provisions of the Act and section 3.5 hereof, the Corporation shall thereafter redeem such Preferred Shares in accordance with the provisions of this section 3.5.

	(b)	Mechanics of Retraction : A holder of Preferred Shares who desires to exercise the right of retraction provided for in subsection 3.5(a) hereof in respect of any Preferred Shares then outstanding and registered in the name of such holder on the books of the Corporation shall, at least five days before the date specified for redemption, tender to the Corporation at the registered office of the Corporation a notice in writing that the holder requires the Corporation to redeem all or part of the Preferred Shares registered on the books of the Corporation in the name of such holder. Such notice shall set out the date on which redemption is to take place and, if part only of the Preferred Shares held by such person is to be redeemed, the number of Preferred Shares of such holder to be redeemed, shall be signed by the person registered on the books of the Corporation as the holder of the Preferred Shares in respect of which the right of retraction is being exercised and shall be accompanied by the certificate or certificates representing the Preferred Shares tendered for redemption. On or before the date specified in the notice of retraction the Corporation shall pay or cause to be paid to or to the order of the registered holder of the Preferred Shares tendered for redemption the redemption price of the Preferred Shares tendered for redemption. Such payment shall be made by cheque payable at par at any branch in Canada of the bank of the Corporation for the time being and shall be mailed in a prepaid envelope addressed to such person at the address as it appears in the notice of retraction or, failing an address so appearing, at the address as it appears on the books of the Corporation or, in the event of the address of the holder not appearing on the books of the Corporation, then to the last known address of such holder. Such Preferred Shares shall thereupon be redeemed. If a part only of the Preferred Shares represented by any certificate are to be redeemed, a new certificate for the balance of such Preferred Shares shall be issued at the expense the Corporation. From and after the date specified in the notice a holder of Preferred Shares tendered for redemption shall cease to be entitled to receive dividends declared on the Preferred Shares and shall not be entitled to exercise any of the rights of holders of Preferred Shares unless payment of the redemption price shall not be made in accordance with the provisions hereof, in which case the rights of the holder shall remain unaffected. Money which is represented by a cheque which has not been presented for payment for a period of six years from the date specified in the notice shall be forfeited to the Corporation.

	(c)	Pro Rata Retraction : In the event that the Corporation is unable to redeem all of the Preferred Shares tendered for redemption pursuant to this section 3.5, the Preferred Shares to be redeemed shall be selected on a pro rata basis disregarding fractions.

Section 3.6		Purchase for Cancellation :

	(a)	Right to Purchase : Subject to the provisions of the Act, these articles and to the provisions of section 3.7 hereof, the Corporation may at any time or from time to time purchase for cancellation all or any part of the outstanding Preferred Shares at any price by invitation for tenders addressed to all of the holders of Preferred Shares then outstanding or in any other manner provided that the price for each Preferred Share so purchased for cancellation shall not exceed the Redemption Price plus costs of purchase.

	(b)	Pro Rata Purchase : If, in response to an invitation for tenders under the provisions of this section 3.6, more Preferred Shares are tendered at a price or prices acceptable to the Corporation than the Corporation is prepared to purchase, then the Preferred Shares to be purchased by the Corporation shall be purchased to the next lowest whole share as nearly as may be pro rata according to the number of Preferred Shares tendered by each holder who submits a tender to the Corporation or as otherwise may be required by applicable law, provided that when Preferred Shares are tendered at different prices, the pro rating shall be effected only with respect to Preferred Shares tendered at the price at which more Preferred Shares are tendered than the Corporation is prepared to purchase after the Corporation has purchased all of the Preferred Shares tendered at lower prices.

Section 3.7 Restrictions on Dividends and Retirement and Issue of Shares : So long as any of Preferred Shares are outstanding, the Corporation shall not, without the prior approval of the holders of the Preferred Shares given as specified in section 3.10 hereof:

	(a)	declare, pay or set apart for payment any dividend on the Common Shares or any other shares of the Corporation ranking as to the payment of dividends junior to the Preferred Shares (other than stock dividends in shares of the Corporation ranking as to dividends junior to the Preferred Shares);

	(b)	redeem, purchase for cancellation or otherwise retire or make any capital distribution on or in respect of any Common Shares or other shares ranking as to the return of capital junior to the Preferred Shares (except out of the net cash proceeds of a substantially concurrent issue of shares ranking as to capital junior to the Preferred Shares); or

	(c)	redeem, purchase for cancellation or otherwise retire less than all of the Preferred Shares;

	unless

		(i)	all dividends then payable on the Preferred Shares then outstanding and on all other shares of the Corporation ranking as to the payment of dividends on a parity with the Preferred Shares shall have been declared and paid or monies set apart for payment; and

		(ii)	after giving effect to the payment of such dividend or such redemption, purchase, retirement or capital distribution, the realizable value of the assets of the Corporation would not be less than the sum of the liabilities of the Corporation plus the amount that would be required to give effect to the rights of holders of shares (other than the Preferred Shares) that have a right to be paid, on redemption or liquidation, rateably with or prior to holders of Preferred Shares plus the amount required to redeem all of the then outstanding Preferred shares, all calculated at the date of such redemption, purchase or capital distribution, as the case may be, in accordance with the then applicable provisions of the Act.

Section 3.8 Liquidation, Dissolution or Winding Up : In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, including a final distribution, the holders of Preferred Shares shall be entitled to receive from the assets of the Corporation an amount equal to $10.00 for each Preferred Share together with the amount equal to all accrued but unpaid dividends thereon, whether declared or not, before any amount shall be paid by the Corporation or any assets of the Corporation shall be distributed to holders of Common Shares or other shares of the Corporation ranking as to the return of capital junior to the Preferred Shares. After payment to the holders of Preferred Shares of the amounts so payable to them, such holders shall not be entitled to share in any further payment in respect of the distribution of the assets of the Corporation.

Section 3.9 Modification of Series : The rights, privileges, restrictions and conditions attached to the Preferred Shares may be added to, changed, removed or otherwise amended only with the prior approval of the holders of the Preferred Shares given as specified in section 3.10 hereof, in addition to any vote or authorization required by the Act or these provisions.

3.10 Approval of Holders of Preferred Shares : The approval of the holders of Preferred Shares with respect to any matters referred to in these provisions may be given as specified below.

	(a)	Approval and Quorum : Any approval required to be given by holders of Preferred Shares shall be deemed to have been sufficiently given if it shall be given by a resolution signed by all of the holders of the then outstanding Preferred Shares or by a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of Preferred Shares who voted in respect of that resolution at a meeting of the holders of the Preferred Shares called and held for that purpose in accordance with the by-laws of the Corporation at which the holders of at least one-tenth of the then outstanding Preferred Shares are present in person or represented by proxy; provided that, if at any such meeting a quorum is not present within one-half hour after the time appointed for such meeting, the meeting shall be adjourned to the same day in the next week at the same time and to such place as the chairman of the meeting may determine and, subject to the provisions of the Act, it shall not be necessary to give notice of such adjourned meeting. At such adjourned meeting holders of Preferred Shares then present in person or represented by proxy shall constitute a quorum and may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast at such meeting shall constitute the approval of the holders of Preferred Shares.

	(b)	Votes : On every poll taken at any meeting of the holders of Preferred Shares, each holder of Preferred Shares shall be entitled to one vote in respect of the greater of (i) each $1.00 stated capital added to the stated capital account for the Preferred Snares in respect of the issue of each such share and (ii) each $1.00 of the liquidation preference or redemption preference (excluding any amount payable in respect of accrued but unpaid dividends) attached to each such share (and if the liquidation preference and redemption preference are not the same at the applicable time, then the greater of the two).

Subject to the foregoing, the formalities to be observed with respect to proxies, the giving of notice and the conduct of any such meeting or any adjourned meeting shall be those from time to time prescribed in the Act and the by-laws of the Corporation with respect to meetings of shareholders.

Section 3.11 Voting Eights : The holders of Preferred Shares shall not be entitled as such (except as hereinbefore or hereinafter specifically provided or as otherwise may be required by the Act) to receive notice of or to attend any meeting of shareholders of the Corporation and shall not be entitled to vote at any such meeting.


	9.	The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows: L’émission, le transfert ou la propriété d’actions est/n’est pas restreint. Les restrictions, s’il y a lieu, sont les suivantes:

		Not applicable.

	10.	Other provisions, (if any):
		Autres dispositions, s’il y a lieu:

		Not applicable.

	11.	The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule “A”. Les déclarations exigées aux termes du paragraphe 178(2) de la Loi sur les sociétés par actions constituent I ’ annexe A.

	12.	A copy of the amalgamation agreement or directors’ resolutions (as the case may be) is/are attached as Schedule “B”. Une copie de la convention de fusion ou les résolutions des administrateurs (selon le cas) constitue(nt) I’annexe B .

07121E (05/2007)

These articles are signed in duplicate.

Les pr é sents statuts sont signés en double exemplaire.

Name and original signature of a director or authorized signing officer of each of the amalgamating corporations. Include the name of each corporation, the signatories name and description of office (e.g. president, secretary). Only a director or authorized signing officer can sign on behalf of the corporation. / Nom et signature originale d’un administrateur ou d’un signataire autoris é de chaque soci é t é qui fusionne. Indiquer la dénomination sociale de chaque soci é t é , le nom du signataire et sa fonction (p. ex.: pr é sident, secr é taire). Seul un administrateur ou un dirigeant habilit é peut signer au nom de la soci é t é .

KINROSS GOLD CORPORATION
Names of Corporations / D é nomination sociale des soci é t é s
By / Par

/s/ Geoffrey Gold	Geoffrey Gold	Vice President
Signature / Signature	Print name of signatory /	Description of Office / Fonction
	Nom du signataire en lettres moulées

UNDERWORLD RESOURCES INC.
Names of Corporations / D é nomination sociale des sociétés
By / Par

/s/ Geoffrey Gold	Geoffrey Gold	Director
Signature / Signature	Print name of signatory /	Description of Office / Fonction
	Nom du signataire en lettres moulées

Names of Corporations / Dénomination sociale des sociétés

By / Par

Signature / Signature	Print name of signatory /	Description of Office / Fonction
	Nom du signataire en lettres moulées

Names of Corporations / Dénomination sociale des sociétés

By / Par

Signature / Signature	Print name of signatory /	Description of Office / Fonction
	Nom du signataire en lettres moulées

Names of Corporations / Dénomination sociale des sociétés

By / Par

Signature / Signature	Print name of signatory /	Description of Office / Fonction
	Nom du signataire en lettres moulées

SCHEDULE “A”

STATEMENT OF DIRECTOR

I, Geoffrey Gold , of the City of Toronto, in the Province of Ontario, solemnly state that:


1.	I am a director of Underworld Resources Inc., one of the amalgamating corporations (the “ Corporation ”) and as such have personal knowledge of the matters herein deposed to.

2.	There are reasonable grounds for believing that:

	(a)	the Corporation is and the amalgamated corporation will be able to pay its liabilities as they become due;

	(b)	the realizable value of the assets of the amalgamated corporation will not be less than the aggregate of its liabilities and stated capital of all classes; and

	(c)	no creditor of the Corporation will be prejudiced by the amalgamation.

	DATED December 22, 2010.

	/s/ Geoffrey Gold
	Geoffrey Gold

SCHEDULE “A”

STATEMENT OF OFFICER

I, Thomas M. Boehlert, of the City of Toronto, in the Province of Ontario, solemnly state that:


1.	I am the Chief Financial Officer of Kinross Gold Corporation, one of the amalgamating corporations (the “Corporation”) and as such have personal knowledge of the matters herein deposed to.

2.	There are reasonable grounds for believing that:

	(a)	the Corporation is and the amalgamated corporation will be able to pay its liabilities as they become due;

	(b)	the realizable value of the assets of the amalgamated corporation will not be less than the aggregate of its liabilities and stated capital of all classes; and

	(c)	no creditor of the Corporation will be prejudiced by the amalgamation.

	DATED December 22, 2010.

	/s/ Thomas M. Boehlert
	Thomas M. Boehlert

SCHEDULE “B”

UNDERWORLD RESOURCES INC.

(the “Corporation”)

CERTIFIED COPY OF THE RESOLUTION OF THE BOARD OF DIRECTORS

“RESOLVED THAT:


1.	The amalgamation of the Corporation and Kinross Gold Corporation pursuant to subsection 177(1) of the Business Corporations Act (Ontario) (“ OBCA ”), effective January 1, 2011, is authorized and approved.

2.	Subject to the issuance of a Certificate of Amalgamation pursuant to the OBCA and without affecting the validity of the incorporation and existence of the Corporation under its articles and of any act done thereunder, all shares of the capital of the Corporation, including all such shares which have been issued and are outstanding, shall be cancelled without any repayment of capital in respect thereof.

3.	The articles of amalgamation of the amalgamated corporation shall be the same as the articles of Kinross Gold Corporation.

4.	The by-laws of the amalgamated corporation, until repealed, amended, altered or added to, shall be the same as the by-laws of Kinross Gold Corporation.

5.	No securities shall be issued and no assets shall be distributed by the amalgamated corporation in connection with the amalgamation.

6.	Any director or officer of the Corporation is authorized and directed to do all things and execute all instruments and documents necessary or desirable to carry out the foregoing.”

CERTIFIED to be a true and correct copy of a resolution passed by the directors of Underworld Resources Inc. on December 22, 2010 which resolution is still in full force and effect, unamended.


DATED December 22, 2010.
	/s/ Geoffrey Gold
	Geoffrey Gold, Director

SCHEDULE “B”

KINROSS GOLD CORPORATION

(the “Corporation”)

CERTIFIED COPY OF THE RESOLUTION OF THE BOARD OF DIRECTORS

“RESOLVED THAT:


1.	Subject to the issuance of Certificate and Articles of Continuance by the Director under the Business Corporations Act (Ontario) (“OBCA”) to Underworld Resources Inc. (“Underworld”), the amalgamation of the Corporation and Underworld pursuant to subsection 177(1) of the OBCA, effective January 1, 2011, is authorized and approved.

2.	Subject to the issuance of a Certificate of Amalgamation pursuant to the OBCA and without affecting the validity of the incorporation and existence of Underworld under its articles and of any act done thereunder, all shares of the authorized capital of Underworld, including all such shares which have been issued and are outstanding, shall be cancelled without any repayment of capital in respect thereof.

3.	The articles of amalgamation of the amalgamated corporation shall be the same as the articles of the Corporation.

4.	The by-laws of the amalgamated corporation, until repealed, amended, altered or added to, shall be the same as the by-laws of the Corporation.

5.	No securities shall be issued and no assets shall be distributed by the amalgamated corporation in connection with the amalgamation.

6.	Any director or officer of the Corporation is authorized and directed to do all things and execute all instruments and documents necessary or desirable to carry out the foregoing.”

CERTIFIED to be a true and correct copy of a resolution passed by the directors of Kinross Gold Corporation on December 22, 2010 which resolution is still in full force and effect, unamended.


DATED December 22, 2010.
	/s/ Geoffrey Gold
	Geoffrey Gold
	Executive Vice President and Chief Legal
	Officer

Exhibit 3.2

AMENDED AND RESTATED

BY-LAW NO. 1

A by-law relating generally to the

transaction of the business and affairs of

KINROSS GOLD CORPORATION

CONTENTS

		Page No.

Article One	Interpretation	2

Article Two	Meetings of Shareholders	3

Article Three	Directors	5

Article Four	Officers and Employees	7

Article Five	Conduct of Directors and Officers and Indemnity	8

Article Six	Miscellaneous	10

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AMENDED AND RESTATED BY-LAW NO. 1

ARTICLE ONE

INTERPRETATION

1.1. Definitions: In this by-law and all other by-laws of the Corporation , unless the context otherwise requires:

(a)

“Act” means the Business Corporations Act (Ontario) or any successor statute, as amended from time to time, and includes the regulations thereunder;

(b)

“Corporation” means Kinross Gold Corporation;

(c)

“holiday” means Sunday and any other day that is a holiday as defined in the Interpretation Act (Ontario) or any successor statute, as amended from time to time;

(d)

“person” includes an individual, body corporate, sole proprietorship, partnership or syndicate, an unincorporated association or organization, a joint venture, trust or employee benefit plan, a government or any agency or political subdivision thereof, and a person acting as trustee, executor, administrator or other legal representative;

(e)

“recorded address” means, with respect to a single shareholder, his/her/its latest address as recorded in the securities register of the Corporation; with respect to joint shareholders, the first address appearing in the securities register in respect of their joint holding; and with respect to any other person, but subject to the Act, his/her/its latest address as recorded in the records of the Corporation or otherwise known to the Corporate Secretary;

(f)

“Securities Transfer Act” means the Securities Transfer Act (Ontario) 2006, C.8. as amended from time to time;

(g)

subject to the foregoing, words and expressions that are defined in the Act have the same meanings when used in the by-laws; and

(h)

words importing the singular include the plural and vice-versa, words importing any gender include the masculine, feminine and neuter genders, and headings are for convenience of reference only and shall not affect the interpretation of the by-laws.

1.02. Conflict with Laws

In the event of any inconsistency between the by-laws and mandatory provisions of the Act or the Securities Transfer Act, the provisions of the Act or the Securities Transfer Act, as applicable, shall prevail.

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ARTICLE TWO MEETINGS OF SHAREHOLDERS

2.1. Annual Meeting: The annual meeting of the shareholders shall be held on such day and at such time as the board may, subject to the Act, determine from time to time, for the purpose of transacting such business as is properly brought before the meeting.

2.2. Special Meeting: From time to time the board may call a special meeting of the shareholders to be held on such day and at such time as the board may determine. Any special meeting of shareholders may be combined with an annual meeting.

2.3. Place of Meetings: Meetings of shareholders shall be held at such place within Canada as the board may determine from time to time.

2.4. Record Date: The board may fix in advance a record date, preceding the date of any meeting of shareholders by not more than 50 clear days nor less than 21 clear days (or pursuant to the time limitations as may be prescribed by the Act from time to time), for the determination of the shareholders entitled to notice of the meeting, and where no such record date for notice is fixed by the board, the record date for notice shall be the close of business on the day immediately preceding the day on which notice is given. Notice of any such record date fixed by the board shall be given in the manner required by the Act.

2.5. Shareholder List: For each meeting of shareholders the Corporate Secretary shall cause to be prepared an alphabetical list of shareholders entitled to receive notice of the meeting showing the number of shares entitled to be voted at the meeting and held by each such shareholder. The list shall be prepared (i) if a record date for such notice is fixed by the board, not later than 10 clear days thereafter, or (ii) if no such record date is fixed by the board, at the close of business on the day immediately preceding the day on which notice of the meeting is given.

2.6. Notice: Notice in writing of the time, place and purpose for holding each meeting of shareholders shall be sent not less than 21 clear days nor more than 50 clear days before the date on which the meeting is to be held, to each director, the auditor of the Corporation and each person who on the record date for notice appears in the securities register of the Corporation as the holder of one or more shares carrying the right to vote at the meeting or as the holder of one or more shares the holders of which are otherwise entitled to receive notice of the meeting. Notice of a meeting of shareholders shall state or be accompanied by the text of any special resolution or by-law to be submitted to the meeting and a statement in accordance with the Act of the nature of all special business to be transacted at the meeting. Reference is made to sections 6.7 to 6.12.

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2.7. Proxy and Management Information Circular: The Corporate Secretary shall, concurrently with sending notice of a meeting of shareholders, (i) send a form of proxy and management information circular in accordance with the Act to each shareholder who is entitled to receive notice of and appears entitled to vote at the meeting, (ii) send such management information circular to any other shareholder who is entitled to receive notice of the meeting, to any director who is not a shareholder entitled thereto and to the auditor, and (iii) file with the Ontario Securities Commission and any other agencies entitled thereto a copy of all documents sent in connection with the meeting.

2.8. Financial Statements: Not less than 21 clear days (or as otherwise provided by the Act) before each annual meeting of shareholders the Corporate Secretary shall send to each shareholder a copy of the annual financial statements of the Corporation and the auditor’s report thereon. The Corporate Secretary shall also file a copy of the financial statements of the Corporation with the Ontario Securities Commission and any other agencies entitled thereto, as and when required.

2.9. Persons Entitled to be Present: The only persons entitled to attend a meeting of shareholders shall be those persons entitled to notice thereof and others who although not entitled to notice are entitled or required under any provision of the Act or the by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

2.10. Chairman, Corporate Secretary and Scrutineer: The Chairman of the Board or in his/her absence the Vice Chairman of the Board or in his/her absence the President or in their absence a person designated by the board shall be chairman of any meeting of shareholders. If no such person is present within 15 minutes after the time appointed for the holding of the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the Corporate Secretary is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. One or more scrutineers, who need not be shareholders, may be appointed by the chairman or by a resolution of the shareholders.

2.11. Quorum: The quorum for the transaction of business at any meeting of shareholders shall be two persons present at the opening of the meeting who are entitled to vote not less than 5% of the shares entitled to be voted at the meeting. If a quorum is not present within such reasonable time after the time appointed for the holding of the meeting as the persons present and entitled to vote may determine, they may adjourn the meeting to a fixed time and place at which the quorum for the transaction of business shall be two persons present and entitled to vote.

2.12. Persons Entitled to Vote: The persons entitled to vote at any meeting of shareholders shall be the persons entitled to vote in accordance with the Act.

2.13. Proxies: Every shareholder, including a shareholder that is a body corporate, entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or alternate proxyholders, who need not be shareholders, as his/her/its nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy. The board may specify in the notice calling a meeting of shareholders a time, not exceeding 48 hours (excluding Saturdays and holidays) preceding the meeting or any adjournment thereof, before which proxies must be deposited with the Corporation or its agent. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, where no such time is specified in such notice, if it has been received by the Corporate Secretary of the Corporation or the chairman of the meeting or any adjournment thereof before the time of voting. A proxy ceases to be valid one year from its date.

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2.14. Voting: At each meeting of shareholders every question proposed for consideration by the shareholders shall be decided by a majority of the votes duly cast thereon, unless otherwise required by the articles or by-laws of the Corporation or by law.

2.15. Show of Hands: At each meeting of shareholders voting shall be by show of hands unless a ballot is required or demanded as hereinafter provided. Upon a show of hands every person present and entitled to vote on the show of hands shall have one vote. Whenever a vote by show of hands has been taken upon a question, unless a ballot thereon be so required or demanded and such requirement or demand is not withdrawn, a declaration by the chairman of the meeting that the vote upon the question was carried or carried by a particular majority or not carried or not carried by a particular majority, and an entry to that effect in the minutes of the meeting, shall be prima facie evidence of the result of the vote without proof of the number or proportion of votes cast for or against.

2.16. Ballots: On any question proposed for consideration at a meeting of shareholders a ballot may be required by the chairman or demanded by any person present and entitled to vote, either before or after any vote by show of hands. If a ballot is so required or demanded and such requirement or demand is not withdrawn, a poll upon the question shall be taken in such manner as the chairman of the meeting shall direct. Subject to the articles, upon a ballot each person present shall be entitled to one vote in respect of each share which he/she is entitled to vote at the meeting on the question.

2.17. Adjournment: The chairman at the meeting of shareholders may with the consent of the meeting and subject to such conditions as the meeting may decide, or where otherwise permitted under the provisions of the Act, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. If a 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.

3.1. Powers of the Board of Directors: The board of directors shall supervise the management of the business and affairs of the Corporation.

3.2. Qualifications: No person shall be qualified for election as a director if (i) he/she is less than 18 years of age; (ii) if he/she is of unsound mind and has been so found by a court in Canada or elsewhere; (iii) if he/she is not an individual; or (iii) if he/she has the status of a bankrupt, or as otherwise prescribed by the Act. A director need not be a shareholder. The board of directors shall be comprised of the number of Canadian residents as may be prescribed from time to time by the Act. If the Corporation is or becomes an offering corporation within the meaning of the Act, at least one-third of the directors of the Corporation shall not be officers or employees of the Corporation or any of its affiliates.

3.3. Number and Quorum of Directors: The number of directors of the Corporation shall be the number of directors as specified in the articles or, where a minimum and maximum number of directors is provided for in the articles, the number of directors of the Corporation shall be the number of directors determined from time to time by special resolution or, if a special resolution empowers the directors to determine the number, the number of directors determined by resolution of the board. Subject to the Act, the quorum for the transaction of business at any meeting of the board shall be a majority of the number of directors then in office and or such greater number of directors as the board may from time to time determine by resolution.

3.4. Election and Term: Directors shall be elected to hold office for a term respectively expiring at the close of the next annual meeting of shareholders following their election or when their successors are duly elected or appointed.

3.5. Vacancies: Notwithstanding vacancies but subject to the Act, the remaining directors may exercise all the powers of the board as long as a quorum of the board remains in office. Vacancies in the board may be filled in accordance with the Act.

3.6. Calling Meetings: Meetings of the board shall be held from time to time at such places within or outside Ontario (or by such communication facilities as are permitted by the Act) on such days and at such times as any two directors or the Chairman or the Chief Executive Officer or any other officer designated by the board may determine. In any financial year of the Corporation a majority of the meetings of the board may be held within or outside Canada.

3.7. Notice: Notice of the time and of the place or manner of participation for every meeting of the board shall be sent to each director not less than 48 hours (excluding Saturdays and holidays) before the time of the meeting. A director may in any manner waive notice of or otherwise consent to a meeting of the board. Reference is made to sections 6.7 to 6.12.

3.8. First Meeting of New Board: Each newly constituted board may hold its first meeting without notice on the same day that such board was formed.

3.9. Regular Meetings: The board may appoint a day or days in any months for regular meetings of the board to be held at a place or by communications facilities and at an hour to be named. A copy of any resolution of the board fixing the time and place or manner of participation for such regular meetings shall be sent to each director forthwith after being passed and to each director elected or appointed thereafter, but no other notice shall be required for any such regular meeting.

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3.10. Chairman: The Chairman of the Board or in his/her absence the Vice Chairman of the Board or in his/her absence the President or in their absence a director designated by the board or in his/her absence a director designated by the meeting shall be chairman of any meeting of the board.

3.11. Voting: At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall be entitled to a casting vote.

3.12. Signed Resolutions: When there is a quorum of directors in office, a resolution in writing signed by all the directors entitled to vote thereon at a meeting of the board or any committee thereof is as valid as if passed at such meeting. Any such resolution may be signed in counterparts and if signed as of any date shall be deemed to have been passed on such date.

3.13. Remuneration: Directors may be paid such remuneration for acting as directors and such sums in respect of their out-of-pocket expenses incurred in performing their duties as the board may determine from time to time. Any remuneration or expenses so payable shall be in addition to any other amount payable to any director acting in another capacity.

3.14. Committees: The board shall establish an audit committee and from time to time may establish other committees of directors. The board may appoint and remove the members of each committee subject to the requirements of the Act. Each committee shall have those powers and duties lawfully delegated to it by the board or provided by the Act. Unless otherwise determined by the board, each committee may fix its quorum, elect its chairman and adopt rules to regulate its procedure. Subject to the foregoing, the procedure of each committee shall be governed by the provisions of this by-law which govern proceedings of the board so far as the same can apply except that a meeting of a committee may be called by any member thereof (or by any member or the auditor, in the case of the audit committee), notice of any such meeting shall be given to each member of the committee (or each member and the auditor, in the case of the audit committee) and the meeting shall be chaired by the chairman of the committee or, in his /her absence, some other member of the committee. The Corporate Secretary shall be the secretary of each committee (or such other person designated by the committee) . Each committee shall keep records of its proceedings and transactions and shall report all such proceedings and transactions to the board in a timely manner.

ARTICLE FOUR OFFICERS AND EMPLOYEES

4.1. Appointment of Officers: From time to time the board may appoint a Chairman of the Board, a Vice Chairman of the Board, a President, an Executive Vice President, one or more Senior Vice Presidents and Vice Presidents, the Treasurer, the Corporate Secretary, the Controller and such other officers as the board may determine (including one or more assistants to any of the officers so appointed), may designate one officer as Chief Executive Officer of the Corporation and one officer as Chief Financial Officer of the Corporation and may revoke any such designation. One person may hold more than one office. Except for the Chairman of the Board and the Vice Chairman of the Board, the officers so appointed need not be directors.

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4.2. Appointment of Non-Officers: The board may also appoint other persons to serve the Corporation in such other positions and with such titles, powers and duties as the board may determine from time to time.

4.3. Terms of Employment: The board may settle from time to time the terms of employment of the officers and other persons appointed by it and may remove at its pleasure any such person without prejudice to his/her rights, if any, to compensation under any employment contract.

4.4. Powers and Duties of Officers: The board may from time to time specify the duties of each officer, delegate to him powers to manage any business or affairs of the Corporation (including the power to sub-delegate) and change such duties and powers, all insofar as not prohibited by the Act. To the extent not otherwise so specified or delegated, and subject to the Act, the duties and powers of the officers of the Corporation shall be those usually pertaining to their respective offices.

4.5. Incentive Plans: For the purposes of enabling key officers and employees of the Corporation and its affiliates to participate in the growth of the Corporation and of providing effective incentives to such officers and employees, the board may establish such plans (including stock option plans and stock purchase plans) and make such rules and regulations with respect thereto, and such changes in such plans, rules and regulations, as the board may deem advisable from time to time. From time to time the board may designate the key officers and employees entitled to participate in any such plan. For the purposes of any such plan the Corporation may provide such financial assistance by means of loan, guarantee or otherwise to key officers and employees as is permitted by the Act.

ARTICLE FIVE CONDUCT OF DIRECTORS AND OFFICERS AND INDEMNITY

5.1. Standard of Care: Every director and officer of the Corporation in exercising his/her powers and discharging his/her duties shall act honestly and in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

5.2. Disclosure of Interest: A director or officer who now or in future is a party to, or is a director or officer of or has a material interest in another person who is a party to, any existing or proposed material contract or transaction with the Corporation shall in accordance with the Act disclose in writing to the Corporation or request to have entered in the minutes of meetings of the board the nature and extent of his/her interest. Except as permitted by the Act a director so interested shall not vote on any resolution to approve such contract or transaction. A general notice to the board by a director or officer that he/she is a director or officer of or has a material interest in a person and is to be regarded as interested in any contract made or transaction entered into with that person is a sufficient disclosure of interest in relation to any contract or transaction so made or entered into.

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5.3. Indemnity: Every person who at any time is or has been a director or officer of the Corporation or who at any time acts or has acted at the Corporation’s request as a director or officer, or in a similar capacity, of another entity of which the Corporation is or was a shareholder or creditor, and the heirs and legal representatives of every such person, shall at all times be indemnified by the Corporation in every circumstance where the Act so permits or requires. In addition and without prejudice to the foregoing and subject to the limitations in the Act regarding indemnities in respect of derivative actions, every person who at any time is or has been a director or officer, or in a similar capacity, of the Corporation or properly incurs or has properly incurred any liability on behalf of the Corporation or who at any time acts or has acted at the Corporation’s request (in respect of the Corporation or any other entity), and his/her heirs and legal representatives, shall at all times be indemnified by the Corporation against all costs, charges and expenses, including an amount paid to settle an action or satisfy a fine or judgment, reasonably incurred by him in respect of or in connection with any civil, criminal or administrative action, proceeding or investigation (apprehended, threatened, pending, under way or completed) to which he/she is or may be made a party or in which he/she is or may become otherwise involved by reason of being or having been such a director or officer or by reason of so incurring or having so incurred such liability or by reason of so acting or having so acted (or by reason of anything alleged to have been done, omitted or acquiesced in by him in any such capacity or otherwise in respect of any of the foregoing), and all appeals therefrom, if:

(a)

he/she acted honestly and in good faith with a view to the best interests of the Corporation (or, if applicable, in the best interest of the other entity for which the individual acted as a director, officer or in a similar capacity at the Corporation’s request); and

(b)

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he/she had reasonable grounds for believing his/her conduct was lawful.

Nothing in this section shall affect any other right to indemnity to which any person may be or become entitled by contract or otherwise, and no settlement or plea of guilty in any action or proceeding shall alone constitute evidence that a person did not meet a condition set out in clause (a) or (b) of this section or any corresponding condition in the Act. From time to time the board may determine that this section shall also apply to the employees of the Corporation who are not directors or officers of the Corporation or to any particular one or more or class of such employees, either generally or in respect of a particular occurrence or class of occurrences and either prospectively or retroactively. From time to time thereafter the board may also revoke, limit or vary the continued such application of this section.

5.4. Limitation of Liability: So long as he/she acts honestly and in good faith with a view to the best interests of the Corporation (or of the entity for which the individual acted as a director, officer or in a similar capacity at the Corporation’s request), no person referred to in section 5.3 (including, to the extent it is then applicable to them, any employees referred to therein) shall be liable for any damage, loss, cost or liability sustained or incurred by the Corporation, except where so required by the Act.

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5.5. Insurance: Subject to the Act, the Corporation may purchase liability insurance for the benefit of any person referred to in section 5.3.

ARTICLE SIX

MISCELLANEOUS

6.1. Execution of Documents: Contracts, documents or instruments in writing requiring the signature of the Corporation (except contracts, documents or instruments in writing arising in the ordinary course of the Corporation’s business which may be signed by any officer or employee acting within his/her scope of authority, in accordance with the Corporation’s policies) may be signed on behalf of the Corporation by any two (2) persons (a) holding the office of Chairman of the board, chair of a committee of the board, President, Chief Executive Officer, or Executive or Senior Vice President, or (b) any one of the foregoing persons and any other person holding the office of Vice President, Corporate Secretary or Treasurer of the Corporation, and contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board shall have power from time to time by resolution to appoint any officer or officers or any person or persons or any legal entity on behalf of the Corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

The seal of the Corporation may when required be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed as aforesaid by resolution of the board.

The term “contracts, documents or instruments in writing” as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, movable or immovable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures, notes or other securities and all paper writings.

The signatures of any two (2) persons (a) holding the office of Chairman of the board, chair of a committee of the board, President, Chief Executive Officer, or Executive or Senior Vice President, or (b) any one of the foregoing persons and any other person holding the office of Vice President, Corporate Secretary or Treasurer of the Corporation and/or any other officer or officers, person or persons, appointed as aforesaid by resolution of the board may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon any contracts, documents or instruments in writing or bonds, debentures, notes or other securities of the Corporation executed or issued by or on behalf of the Corporation and all contracts, documents or instruments in writing or bonds, debentures, notes or other securities of the Corporation on which the signature or signatures of any of the foregoing officers or directors or persons authorized as aforesaid shall be so reproduced pursuant to special authorization by resolution of the board, shall be deemed to have been manually signed by such officers or directors or persons whose signature or signatures is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the officers or directors or 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 in writing or bonds, debentures, notes or other securities of the Corporation.

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6.2. Share Certificates: Every shareholder of shares that are certificated securities under the Act, is entitled at his/her option to a share certificate that complies with the Act and states the number, class and series designation, if any, of shares held by him as appears on the records of the Corporation. However, the Corporation is not bound to issue more than one share certificate or acknowledgement in respect of shares held jointly by several persons, and delivery of such certificate or acknowledgement to one of such persons is sufficient delivery to all of them. Share certificates and acknowledgements shall be in such forms as the board shall approve from time to time and, unless otherwise ordered by the board, shall be signed in accordance with section 6.1 and need not be under corporate seal. However, certificates representing shares in respect of which a transfer agent has been appointed shall be signed manually by or on behalf of such transfer agent and other share certificates and acknowledgements shall be signed manually by at least one signing officer.

6.3. Replacement of Share Certificates: The Corporate Secretary may prescribe either generally or in a particular case reasonable conditions, in addition to those provided in the Act, upon which a new share certificate may be issued in place of any share certificate which is claimed to have been lost, destroyed or wrongfully taken, or which has become defaced.

6.4. Registration of Transfer: All transfers of securities of the Corporation shall be made in accordance with the Act and the Securities Transfer Act. Subject to the Act and the Securities Transfer Act, no transfer of shares (represented by a security certificate as defined in the Act) need be recorded in the register of transfers except upon surrender of the certificate representing such shares endorsed by the appropriate person under the Act, together with reasonable assurance that the endorsement is genuine and effective, and upon compliance with all other conditions set out in the Act.

6.5. Dividends: Subject to the Act and the articles the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. A dividend payable to any shareholder in money may be paid by cheque payable to the order of the shareholder and shall be mailed to the shareholder by prepaid mail addressed to him at his/her recorded address unless he/she directs otherwise. In the case of joint holders the cheque shall be made payable to the order of all of them, unless such joint holders direct otherwise in writing. The mailing of a cheque as aforesaid, unless it is not paid on due presentation, shall discharge the Corporation’s liability for the dividend to the extent of the amount of the cheque plus the amount of any tax thereon which the Corporation has properly withheld. If any dividend cheque sent is not received by the payee, the Corporation shall issue to such person a replacement cheque for a like amount on such reasonable terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Corporate Secretary may require.

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6.6. Dealings with Registered Shareholder: Subject to the Act, the Corporation may treat the registered owner of a share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share and otherwise to exercise all the rights and powers of a holder of the share. The Corporation may, however, treat as the registered shareholder any executor, administrator, heir, legal representative, guardian, committee, trustee, curator, tutor, liquidator or trustee in bankruptcy who furnishes appropriate evidence to the Corporation establishing his/her authority to exercise the rights relating to a share of the Corporation.

6.7. Notices To Shareholders. Directors: Any notice or document required or permitted to be sent by the Corporation to a shareholder or director may be mailed by prepaid Canadian mail in a sealed envelope addressed to, or may be delivered personally to, such person at his /her/its recorded address, or may be sent by any other means permitted under the Act. If so mailed, the notice or document shall be deemed to have been received by the addressee on the fifth clear day after mailing. If notices or documents so mailed to a shareholder are returned on three consecutive occasions because he/she/it cannot be found, the Corporation need not send any further notices or documents to such shareholder until he /she/it informs the Corporation in writing of his/her/its new address.

6.8. Notices to Others: Any notice or document required or permitted to be sent by the Corporation to any other person may be (i) delivered personally to such person, (ii) addressed to such person and delivered to his/her/its recorded address, (iii) mailed by prepaid Canadian mail in a sealed envelope addressed to such person at his/her/its recorded address or (iv) addressed to such person and sent to his/her/its recorded address by telegram, telex or any other means of legible communication then in business use in Canada. A notice or document so mailed or sent shall be deemed to have been received by the addressee when deposited in a post office or public letter box (if mailed) or when transmitted by the Corporation on its equipment or delivered to the appropriate communication agency or its representative for dispatch, as the case may be (if sent by telegram, telex or other means of legible communication).

6.9. Changes in Recorded Address: The Corporate Secretary may change the recorded address of any person in accordance with any information the Corporate Secretary believes to be reliable.

6.10. Computation of Days: In computing any period of days or clear days under the by-laws or the Act, the period shall be deemed to commence on the day following the event that begins the period and shall be deemed to end at midnight on the last day of the period except that if the last day of the period falls on a holiday, the period shall end at midnight of the day next following that is not a holiday.

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6.11. Omissions and Errors: The accidental omission to give any notice to any person, or the non-receipt of any notice by any person or any immaterial error in any notice shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

6.12. Waiver of Notice: Any person entitled to attend a meeting of shareholders or directors or a committee thereof may in any manner and at any time waive notice thereof, and attendance of any shareholder or his/her/its proxyholder or authorized representative or of any other person at any meeting is a waiver of notice thereof by such shareholder or other person except where the attendance is for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. In addition, where any notice or document is required to be given under the articles or by-laws or the Act, the notice may be waived or the time for sending the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto. Any meeting may be held without notice or on shorter notice than that provided for in the by-laws if all persons not receiving the notice to which they are entitled waive notice of or accept short notice of the holding of such meeting.