stefansson-wrangel-09-35-003

"COMPANIES ACT" 1910 AND AMENDMENTS

A Company limted by shares.

ARTICLES OF ASSOCIATION

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THE STEFANSSON ARCTIC EXPLORATION AND DEVELOPMENT COMPANY LIMITED

1. The refulations in Table "A" in the First Schedule to the Companies Act, with the exception of Numbers 2, 51, 52, 66, 68, 75, 76, 77, 78, 79, 86 and 108, and except in so far as the same are modified by or are inconsistent with the following Articles, shall be deemed to be the Articles of Association of the Company,

2. Section 5 is amended by stricking out all the words after "Subscription" in the first line thereof.

3. Section 20 is amended by striking out the words "Not being fully paid up shares" in the first and second lines thereof

4. Sections 34 to 40 inclusive in so far as they refer to share warrants are hereby excluded.

5. The affairs of the Company shall be under the control of a Board of not more than three (3) directors, of whom two (2) shall form a quorum.

6. Notice of any Directors' Meeting shall be deemed sufficient if served or posted at or to the last known address of any Director; such address shall be left with the Secretary of the Company, and where no such address is left as aforesaid, no notice shall be deemed necessary to be given to the Director; verbal notice personally given to any Director by the Secretary shall be deemed sufficient. All meetings of the Board of Director : shall be called by the Secretary, and all notices shall be given by the Secretory, or in hie absence by such person who shall be appointed by the Board of Directors to act as Secretary pro tem.

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7. The office of Director shall he vacated before its expiry in due course - (a) if the Director ceases to he a shareholder in the Company; (b) if he be declared lunatic or become of unsound mind; (c) it he sends in his written resignation to the Board of Directors, and the same be accepted before the withdrawal thereof; the time of acceptance to be considered as the time the resolution of the acceptance was passed by the Board of Directors.

8. The Company may by ordinary resolution at any meeting, general or special, callod for the consideration of any business of the Company, remove any Director before the expiration of his period of office, and may by ordinary resolution appoint another person in his stead; the person so appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.

9. The Directors shall cause minutes to be made and kept in books provided for such purpose - (a) of all appointments of officers made by the Director; (b) of all the names of the Directors present at each meeting of the Directors and of any committee of the Directors; (c) of all resolutions and proceedings at all meetings of the Company and of the Directors and all committees of Directors; and such minutes of any respective meeting either of the Company or of the Directors or Committee of Directors, shall be signed by the Chairman of the Board of Directors and by the Secretary of the Company in such book, and in the absence of the Chairman and the Secretary or either of then, then by any two (2) directors who may be present.

10. The Directors shall have power to make bylaws and regulations not inconsistent with the Articles of Association or Memorandum of Association, providing for all matters pertaining to the internal management and economy of the Company

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and the details of its business, and alter, amend, or repeal the same from time to time in their discretion.

11. A majority of the direct ora may from tine to time at their discretion raise or borrow or secure any sum or sums of money for the purpose of the Company, and for that purpose to execute any mortgage or mortgages, bills of sale, promissory notes or other securities, negotiable or otherwise, or give or execute any other form of security whatsoever on real or personal property of the Company, and to sign, deal and execute and deliver the same.

12. A resolution in writing signed by all the Directors, personally or by proxy, shall be as valid and effeotual as if it had been passed at a meeting of Directors duly called and constituted.

13. The Directors shall appoint such officers as shall in their opinion be requisite to cerry on the business of the Company.

14. The names of the first Directors shall be determined by the Subscribers to the Memorendum, and thereafter the Board of Directors of the Company shall be elected every year at the Orginary General Meeting of the Company, and the whole Board of Directors shall retire at such Annual General Meeting of the Company, and any retiring Director shall be eligible for re-election.

15. The business of the Company may be commenced as soon after the incorporation of the Company as the Directors shall think fit, notwithstanding that part of the shares of the capital may remain unallotted or unsubscribed.

16. The shares shall be under the control of the Directors, who may allot or otherwise dispose of them to such persons, on such terms and conditiona as they think fit, and may allot the same as fully paid up, although the consideration therefor shall be other then a cash consideration, subject to the terms of these Articles.

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17. The Seal of the Company shall not be affized to any instrument except by the authority of the resolution of the Board of Directors, and in the presence of the Secretary or one Director, which said Secretary or Director shall be present when the seal is the Company is so affixed, as afresaid, and the said Secretary or Director shall sign every insturment to which the seal of the Company is so affixed in his presence.

18. The Directors may refuse to register any transfer of shares - (a) whan the Company has a lien on such share or shares; (b) when the transferor is indebted or in any way obligated to the Company in respect of unpaid calls or otherwise howsoever.

19. The Directors may retain any dividends in respect of any share or shares on which tho Company has a lien, or in respect of which any moneys are owing or accruing due to the Company, and may apply the same in or towards the satisfaction of the debts, liabilities, obligations or engagements in respect of which such lien exists, and the Directors may declare a lien on the shares of any member of the Company who is or shall be obligated in any way to the Company through unpaid calls, loans, advances, or otherwise howsoever, and the passing of a resolution by the Boerd of Directors against eny share or shares shall create a lien when and as soon as such resolution shell be entered and signed in the Minute Book by the Directors; such lien shall at once be considered as and be created and exist from the date and time of passing such resolution.

20. The Directors may accept as a pledge of good faith from any shareholder of the Company who may from time to time occupy any official capacity or in any way be concerned in the service of the Company, any share or shares owned by such member, and such shares so deposited as a pledge of good faith and good conduct on the part of such member, officer, agent or official of the Company shall be deposited with the Secretary of the Company, and from time of such deposit it shall be considered