6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the period of: May 10 – 31, 2008

Platinum Group Metals Ltd.

(SEC File No. 0-30306)

Suite 328 – 550 Burrard Street, Vancouver BC, V6C 2B5, CANADA

Address of Principal Executive Office

Indicate by check mark whether the registrant files or will file annual reports under cover:  Form 20-F [  ] Form 40-F  [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  Yes  [   ]  No  [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 2, 2008	“R. Michael Jones”
	R. MICHAEL JONES PRESIDENT & CEO

Code of Ethics

Compensation Committee Charter

Governance & Nominate Charter

Timely Disclose Conf and Insider Policy

New Articles

EX-99.01

PLATINUM GROUP METALS LTD.

TIMELY DISCLOSURE, CONFIDENTIALITY AND INSIDER TRADING POLICY

1.   Purpose of this Policy

The purpose of this Policy is to ensure that Platinum Group Metals Ltd. (the “Corporation”) and all persons to whom this Policy applies meet their obligations under the provisions of securities laws and stock exchange rules by establishing a process for the timely disclosure of all Material Information (as defined herein), ensuring that all persons to whom this Policy applies understand their obligations to preserve the confidentiality of Undisclosed Material Information (as defined herein) and ensuring that all appropriate parties who have Undisclosed Material Information are prohibited from Insider Trading (as defined herein) and Tipping (as defined herein) under applicable law, stock exchange rules and this Policy.  This Policy covers disclosures in documents filed with the securities regulators and written statements made in the Corporation’s annual and quarterly reports, news releases, letters to shareholders, presentations by senior management and information contained on the Corporation’s web site and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls.

2.   To Whom this Policy Applies

The main groups to whom this Policy apply are set forth in Schedule “A” attached hereto.  Each section of the Policy that imposes restrictions and obligations will describe which groups of persons are subject to that section. References in this Policy to “any person to whom this Policy applies” or similar references are intended to include persons in all of the groups described in Schedule “A”.

3.   Responsibility for this Policy

The Corporation has created an operational committee (the “Disclosure Committee”) consisting of the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and one independent director together with such other persons as they may delegate from time to time.  The composition of the Disclosure Committee may change from time to time and the Corporation will advise all persons to whom this Policy applies of any such changes. Any actions required to be taken may be taken by any two members of the Committee

4.   Individuals Who Are Authorized to Speak on Behalf of the Corporation

4.1   Only the individuals (“Spokespersons”) listed below are authorized to communicate with analysts, the media and investors on behalf of the Corporation and only with respect to the areas noted opposite their respective names. The list may be changed by the Disclosure Committee from time to time.

Spokesperson	Area
R. Michael Jones	All
Frank Hallam	All
John Foulkes	All

4.2   A Spokesperson may, from time to time, delegate in writing (1) other Board Members, Officers, Employees or Contractors, or (2) with the approval of the Disclosure Committee, any other person, to speak on behalf of the Corporation as back-ups or to respond to specific inquiries.  The Spokesperson will advise the Chief Executive Officer that such a delegation has been made.

4.3   Any person to whom this Policy applies who is approached by the media, an analyst, investor or any other member of the public to comment on the affairs of the Corporation, must refer all inquiries to the Chief Executive Officer and must promptly notify the Chief Executive Officer that the approach was made.

4.4   Notwithstanding the requirements of this Policy, any Director of the Corporation is authorized to speak on behalf of the Corporation if approached by, an analyst, investor or any other member of the public so long as such discussion is restricted to only cover information, statements and policy positions already disclosed by the Corporation and therefore already in the public domain.  All media enquiries will be directed to a spokesperson.

5.   Disclosure of Material Information

5.1   “Material information” consists of both “material facts” and “material changes”.  A “material fact” means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the securities of the Corporation.  A “material change” means a change in the business, operations, assets or ownership of the Corporation that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the Corporation and includes a decision to implement such a change if such a decision is made by senior management of the Corporation who believe that confirmation of the decision by the board of directors of the Corporation (the “Board”) is probable.  Under U.S. securities legislation, Material Information also includes any matters to which there is substantial likelihood that a reasonable investor would attach importance in making investment decisions.

5.2   In making materiality judgments, it is necessary to take into account a number of factors that cannot be captured in a simple bright-line standard or test.  These include, among other things, the nature of the information itself, the volatility of the Corporation’s securities and prevailing market conditions.  The materiality of a particular event or piece of information may vary between companies according to their size, the nature of their operations and many other factors.  Under volatile market conditions, apparently insignificant variances between earnings projections and actual results can have a significant impact on share price once released.  The Corporation will monitor and assess the market’s reaction to different information that is publicly disclosed to help make materiality judgments in the future.  As a guiding principle, if there is any doubt about whether particular information is material or not, the Corporation should err on the side of materiality and release the information publicly.

5.3   Any person to whom this Policy applies who becomes aware of information that has the possibility of being Material Information must immediately disclose that information to a member of the Disclosure Committee.  Schedule “B” attached hereto lists examples of Material Information.  That list is not exhaustive and the Corporation still needs to exercise its own judgment in making materiality determination.

5.4   Material Information is required to be disclosed immediately except in restricted circumstances where immediate release of the information would be unduly detrimental to the interests of the Corporation.  (See Section 8.2 of this Policy.) The Disclosure Committee, in consultation with the Board and others as appropriate, shall determine what is deemed to be Material Information and the appropriate public disclosure. Disclosure must be corrected immediately if the Corporation subsequently learns that earlier disclosure by the Corporation contained a material error at the time it was given and must be updated if earlier disclosure has become misleading as a result of intervening events.

5.5   News releases disclosing Material Information will be transmitted to the American Stock Exchange and to the Toronto Stock Exchange (the “Exchanges”), relevant regulatory bodies and major news wire services (that provide simultaneous distribution in Canada and the U.S.) that disseminate financial news to the financial press and to daily newspapers that provide regular coverage of financial news in the areas where the Corporation has operations.  When the Exchanges are open for trading, advance notice of a press release announcing Material Information must be provided to the Market Surveillance Branch (or similar departments) of the Exchanges to determine if a halt in trading is necessary to provide time for the market to digest the news.  When a press release announcing Material Information is issued outside of trading hours, the Market Surveillance Branch of the Exchanges should be notified before the market opens.  Copies of all press releases should be supplied to the Market Surveillance Branch of the Exchanges and to the relevant securities regulators immediately.

5.6   The Corporation’s news releases should contain enough detail to enable the media and investors to understand the substance and importance of the change that is being disclosed.  The guiding principle should be to communicate clearly and accurately the nature of the information, without including unnecessary details, exaggerated reports or editorial commentary designed to colour the investment community’s perception of the announcement one way or another.

5.7   All news releases must include the name of an officer or director of the Corporation who is responsible for the announcement, together with the Corporation’s telephone number.  It may also include the name and telephone number of additional contact persons.

5.8   News releases announcing Material Information will be disseminated through an approved news wire service that provides simultaneous national (in Canada and the U.S.) distribution to stock exchange members, relevant regulatory bodies and appropriate financial media.

5.9   All news releases will be posted on the Corporation’s website promptly after confirmation of dissemination over the news wire.  The website will include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent news disclosures.

5.10   All news releases will, as soon as practicable after dissemination, be filed on SEDAR and be furnished to the U.S. Securities and Exchange Commission (“SEC”) under cover of Form 6-K on the SEC’s EDGAR database.

6.   Internet Chat Rooms and Bulletin Boards

6.1   Board Members, Officers, Employees and Contractors must not discuss or post any information relating to the Corporation or any of its subsidiaries or trading in securities of the Corporation in Internet chat rooms, newsgroups or bulletin boards.

6.2   Board Members, Officers, Employees and Contractors should advise the Disclosure Committee if they are aware of any discussion of information of the Corporation in a chat room, newsgroup or bulletin board.

7.   Rumours

The Corporation shall not comment, affirmatively or negatively, on rumours. This also applies to rumours on the Internet. Spokespersons will respond consistently to those rumours, saying “It is our policy not to comment on market rumours or speculation.”  If an Exchange or a securities regulatory authority requests that the Corporation make a statement in response to a market rumour, the Disclosure Committee will consider the matter and make a recommendation to the Chief Executive Officer as to the nature and context of any response.

8.   Confidentiality of Undisclosed Material Information

8.1   “Undisclosed Material Information” of the Corporation is the Material Information about the Corporation that has not been “Generally Disclosed”: that is, disseminated to the public by way of a news release together with the passage of a reasonable amount of time (24 hours, unless otherwise advised that the period is longer or shorter, depending on the circumstances) for the public to analyze the information.

8.2   Where the immediate disclosure of Material Information concerning the business and affairs of the Corporation would be unduly detrimental to the interests of the Corporation, its disclosure may be delayed and kept confidential temporarily in accordance with applicable securities laws of Canada and the U.S. and applicable rules of the Exchanges (e.g., in some cases, immediate disclosure may be required by an Exchange in the event of unusual market activity or rumours).  Keeping information confidential can only be justified where the potential harm to the Corporation or to investors caused by immediate disclosure may reasonably be considered to outweigh the undesirable consequences of delaying disclosure.

Examples of circumstances in which disclosure might be unduly detrimental to the interests of the Corporation include:

·   Where the release of information would prejudice the ability of the Corporation to pursue specific and limited objectives or to complete a transaction or series of transactions that are underway.

·   Where the disclosure of the information would provide competitors with confidential corporate information that would be of significant benefit to them.

·   Where the disclosure of information concerning the status of ongoing negotiations would prejudice the successful completion of those negotiations.

·   Where the disclosure of information includes the names of, or reference to, partners who have not yet exercised their contractual right to comment on such disclosure and their comment may benefit the disclosure by improving its clarity or accuracy.

All decisions to keep Material Information confidential must be made by the Disclosure Committee or the Board.

8.3   Any person to whom this Policy applies and who has knowledge of Undisclosed Material Information must treat the Material Information as confidential until the Material Information has been Generally Disclosed.

8.4   Undisclosed Material Information shall not be disclosed to anyone except in the necessary course of business. If Undisclosed Material Information has been disclosed in the necessary course of business, anyone so informed must clearly understand that it is to be kept confidential, and, in appropriate circumstances, execute a confidentiality agreement.  Schedule “C” attached hereto lists circumstances where securities regulators believe disclosure may be in the necessary course of business. When in doubt, all persons to whom this Policy applies must consult with a member of the Disclosure Committee to determine whether disclosure in a particular circumstance is in the necessary course of business. For greater certainty, disclosure to analysts, institutional investors, other market professionals and members of the press and other media will not be considered to be in the necessary course of business.  “Tipping”, which refers to the disclosure of Undisclosed Material Information to third parties outside the necessary course of business, is prohibited.

8.5   In order to prevent the misuse of inadvertent disclosure of Undisclosed Material Information, the procedures set forth below should be observed at all times:

·   Documents and files containing confidential information should be kept in a safe place to which access is restricted to individuals who “need to know” that information in the necessary course of business and code names should be used if necessary;

·   Confidential matters should not be discussed in places where the discussion may be overheard or on cell phones or other wireless devices;

·   Transmission of documents containing Undisclosed Material Information by electronic means will be made only where it is reasonable to believe that the transmission can be made and received under secure conditions such as a dedicated server; and

·   Unnecessary copying of documents containing Undisclosed Material Information must be avoided and extra copies of documents must be promptly removed from meeting rooms and work areas at the conclusion of the meeting and must be destroyed if no longer required.

·   In certain circumstances the Disclosure Committee may assign a “code name” to confidential information.  Employees should utilize the “code name” at all times when discussing the confidential information.  Printed documents containing confidential information shall be stored in a secured cabinet and access to these documents on the Corporation’s computer network must be restricted.

8.6   In the event that confidential information, or rumours respecting the same, is divulged in any manner (other than in the necessary course of business), the Corporation is required to make an immediate announcement on the matter.  The Exchanges must be notified of the announcement in advance in the usual manner.  This includes contacting the applicable Exchange and may require requesting that trading be halted pending the issuance of a news release.

9.   Quiet Period

9.1   Each period (1) beginning on the last day of each fiscal quarter and each fiscal year, and (2) ending when the earnings for that quarter or year have been Generally Disclosed by way of a news release, will be a “Quiet Period”.  During a Quiet Period, Spokespersons must not provide any future-oriented information relating to the business and affairs of the Corporation or any of its subsidiaries. Spokespersons are also prohibited from providing any future oriented information about the Corporation or any of its subsidiaries’ prospective business, operations or capital, including future-oriented financial information (as that term is defined under applicable securities law) (“Forward-Looking Information”) about expected revenues, net income or profit, earnings per share, expenditure levels, and other information commonly referred to as earnings guidance (“Earnings Guidance”) or comments with respect to the financial results for the current fiscal quarter or current fiscal year.  Notwithstanding these restrictions, the Company may Generally Disclose Forward-Looking Information during the Quiet Period when the Forward-Looking Information constitutes Undisclosed Material Information. During a quiet period, Spokespersons may respond to unsolicited inquiries about information either that is not Material Information or that has been Generally Disclosed.  Notwithstanding the foregoing, project oriented Forward Looking Information that is unaffected by quarterly or annual financial results of the Company, such as, without limitation, scoping studies, pre-feasibility studies and feasibility studies, that are already Generally Disclosed can continue to be disclosed in the normal course of business during the Quiet Period provided that no information, such as without limitation, per share data, is disclosed that would be affected by annual or quarterly results.

10.   Avoiding Selective Disclosure

10.1   Material Information is required to be publicly disclosed before being disclosed to any person or company (e.g. in an interview with an analyst or in a telephone conversation with an investor) except disclosing such information to such person or company prior to public dissemination is necessary in the course of business and such person or company is bound by an express confidentiality agreement or owes the Corporation a duty of trust or confidence with respect to such information.

10.2   When participating in shareholder meetings, news conferences, analysts’ conferences and private meetings with analysts, Spokespersons must only disclose information that either (1) is not Material Information or (2) is Material Information but has previously been Generally Disclosed. For greater certainty, acceptable topics of discussion include the Corporation’s business prospects (subject to the provisions of Section 11 of this Policy), the business environment, management’s philosophy and long-term strategy. Any selective disclosure of Undisclosed Material Information, including Earnings Guidance, is not permitted.

10.3   To protect against selective disclosure, the following procedures should be followed:

·   Spokespersons who are participating in shareholder meetings, news conferences, analysts’ conferences and private meetings with analysts should normally script their comments and prepare answers to anticipated questions in advance of the meeting or conference; and

·   Those scripts should normally be reviewed by the Disclosure Committee before the meeting or conference and any Undisclosed Material Information that is contained in the script must be Generally Disclosed before the meeting or conference or deleted from the script if it is premature for the information to be Generally Disclosed.

10.4   After each shareholder meeting, news conference, analysts’ conference or private meeting with analysts, the Corporation’s participants should normally meet and review the disclosures made during the course of the meeting or conference to determine if any Undisclosed Material Information was unintentionally disclosed.

10.5   If Undisclosed Material Information was disclosed, the participants must advise a member of the Disclosure Committee, who shall take immediate steps to ensure that the information is Generally Disclosed.

10.6   Pending the Material Information being Generally Disclosed, the Corporation must contact the parties to whom the Material Information was disclosed and inform them (1) that the information is Undisclosed Material Information and (2) of their legal obligations with respect to the Material Information.

11.   Limitations on Review, Distribution of Analysts’ Reports

11.1   When reviewing analysts’ reports in accordance with the procedure set out below, comments of Board Members, Officers, Employees and Contractors must be limited to identifying factual information that has been Generally Disclosed that may affect an analyst’s model and pointing out inaccuracies or omissions with respect to information that has been Generally Disclosed.

Any comments must contain a disclaimer that the report was reviewed for factual accuracy only. No comfort or guidance shall be expressed on the analysts’ earnings models or earnings estimates and no attempt shall be made to influence an analyst’s opinion or conclusion.

11.2   Analysts’ reports must not be circulated by Board Members, Officers, Employees and Contractors, except when in the necessary course of business, nor shall they be posted on, nor linked from the Corporation’s website.

12.   Forward-Looking Information

12.1   The Corporation may from time to time give Earnings Guidance or any other Forward-Looking Information through voluntary disclosure by way of a news release, provided that the cautionary language described in Section 12.2 accompanies the information.

12.2   If Forward-Looking Information is Generally Disclosed:

·   the information must be clearly stated to be forward-looking;

·   the factors and assumptions that were used to arrive at the Forward-Looking Information must be clearly described;

·   the factors that could cause actual results to differ materially must be clearly stated, and should be presented with a reasonably possible range of outcomes, a sensitivity analysis or other qualitative analysis that will assist in assessing the related risks; and

·   The information will be accompanied by a statement that the information is stated as of the current date and subject to change after that date, and the Corporation disclaims any intention to update or revise this statement of forward-looking information, whether as a result of new information, future events or otherwise.

13.   Trading of Securities of the Corporation

13.1   “Insider Trading” which refers to persons in a Special Relationship with the Corporation purchasing or selling or otherwise monetizing securities of the Corporation while in possession of Undisclosed Material Information, is prohibited.

13.2   In addition to Section 13.1, Board Members, Officers and Head Office Employees shall not purchase or sell or otherwise monetize securities of the Corporation except during a “Trading Window”, provided there is no “Blackout Period” in effect, other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1, provided such trading plan (1) is in writing; (2) was submitted to the Corporation for review prior to its adoption; and (3) was not adopted during a Blackout Period or at a time when the person was in possession of material non-public information.

“Trading Window” means: (1) the period of time beginning on the second day on which the Toronto Stock Exchange is open for trading and on which the trading in the Corporation’s securities is not halted or suspended (a “Trading Day”) after the financial results for the first, second, third fiscal quarter or the fiscal year (as applicable) have been disclosed by way of a news release and ending the last Trading Day immediately prior to the two weeks before  the end of the next fiscal quarter; and (2) any other period designated by the Disclosure Committee and communicated to those persons to whom this Policy applies. If the Trading Window ends on a weekend or statutory holiday, it shall be deemed to have ended on the last business day before the weekend or statutory holiday.

“Blackout Period” means: (1) any time that is not during a Trading Window; and (2) any other period designated by the Disclosure Committee and communicated to those persons to whom this Policy applies.

In the circumstances where the Disclosure Committee determines a Blackout Period is required a confidential memo will be sent to all persons subject to this Policy informing them that a Blackout Period is in effect and that no trading in the Corporation’s securities is to occur until further notice.  No reason for the Blackout Period will be provided.

In addition, no person subject to a Blackout Period shall inform anyone not subject to the blackout that a Blackout Period is in effect as a result of particular events or developments.

13.3   Notwithstanding Section 13.2, a Board Member, Officer, Employee and Contractor may purchase or sell securities during a Blackout Period with the prior written consent of the CEO.  The CEO will grant permission to purchase or sell during a Blackout Period only in the case of a legal obligation to trade the Corporation’s securities which pre-dates the Blackout Period or as otherwise permitted by applicable securities rules.

13.4   The trading prohibitions in Sections 13.1 and 13.2 do not apply to the acquisition of securities through the exercise of share options or warrants provided that other conditions are met, including:

·   the options or warrants would otherwise expire during the Blackout period;

·   the options or warrants are in-the-money at the time of exercise;

·   the Blacked-out party is not in possession of any Material Undisclosed Information, be it Material Undisclosed Information that is the cause of the Blackout period or any other Material Undisclosed Information; and

·   the Blacked-out party has delivered written notice to the corporation of his or her intent to exercise options prior to such exercise and at the same time delivers a written acknowledgement confirming that the above conditions have been met and that he or she will not trade the shares received on exercise of the options until such time that:

i.   the Blackout Period has expired; and

ii.   the Blacked-out party is not otherwise subject to another Blackout Period or prohibited by law from trading in such shares.

13.5   These trading prohibitions do apply, however, to any sale of shares as part of a broker-assisted cashless exercise of an option or warrant, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option or warrant.

14.   Trading in Securities of Other Companies

In addition, it is the policy of the Corporation that no Board Member, Officer, Employee or Contractor who, in the course of working for the Corporation, learns of material non-public information about a company with which the Corporation does business, including a customer or supplier of the Corporation, may trade in that company’s securities until the information becomes public or is no longer material.

15.   Post-Termination Transactions

This Policy continues to apply to transactions in Corporation securities by Board Members, Officers, Employees or Contractors even after termination of employment or service of such persons.  If any of these persons is in possession of Undisclosed Material Information at the time of termination of that person’s employment or service with the Corporation, that person may not trade in Corporation securities until that information has become public or is no longer material.

16.   Insider Trade Reports; U.S. Beneficial Ownership Reporting Requirements

16.1   An Insider of the Corporation is required to file an initial insider report within ten (10) days of becoming an Insider and subsequent insider reports within ten (10) days following any change in its interest in any securities of the Corporation. If an Insider of the Corporation does not own or have control over or direction over securities of the Corporation, or if ownership or direction or control over securities of the Corporation remains unchanged from the last report filed, a report is not required.  In addition, such Insider is required to disclose in writing to the Disclosure Committee, any change in its interest in any securities of the Corporation within five (5) days of such change.

16.2   In addition, U.S. law imposes reporting requirements on persons who acquire beneficial ownership (as such term is defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934) of more than five per cent of the Corporation’s common shares.  In general, such persons must file, within 10 days after such acquisition, a report of beneficial ownership with the SEC containing the information prescribed by the regulations under Section 13 of the U.S. Securities Exchange Act of 1934.

17.   Penalties

When Board Members, Officers, Employees or Contractors are caught trading on Undisclosed Material Information it causes great embarrassment to the Corporation.  While regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, U.S. federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel (see “Control Person Liability” below).  As a result, the Corporation may take its own disciplinary actions, which could result in termination of employment or implementation of a probationary period.  The Corporation will also report the matter to the appropriate regulatory authorities.

The prohibition against trading on Undisclosed Material Information as set forth in Canadian and U.S. securities legislation can be enforced through a wide range of penalties, including:

(a)   fines and penal sanctions;

(b)   civil actions for damages;

(c)   criminal penalties and incarceration;

(d)   an accounting to the Corporation for any benefit or advantage received; and

(e)   administrative sanctions by securities commissions, such as cease trade orders and removal of exemptions.

18.   U.S. “Control Person” Liability

In the U.S., the Corporation and its supervisory personnel, if they fail to take appropriate steps to prevent illegal insider trading, could be subject to civil and criminal penalties.

19.   Acknowledgment

Employees will be requested to sign the acknowledgement attached as Schedule “D” to this Policy.

Non-compliance with these policies is a serious breach of the terms and conditions of engagement and will be dealt with accordingly.

May 10, 2007

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SCHEDULE “A”

Individuals and Entities to Whom This Policy Applies

“Board Members, Officers, Employees and Contractors” means a Board Member, an officer, an Employee or an independent contractor (who is engaged in an employee-like capacity) of the Corporation or its subsidiaries.  As described below, all Board Members, Officers, Employees and Contractors are also persons in a Special Relationship with the Corporation.

“Employee” means a full-time, part-time, contract or secondment employee of the Corporation or any of its subsidiaries.

“Head Office Employee” means an Employee who regularly works out of the Corporation’s head office location in Vancouver, British Columbia.

“Immediate Family Member” means any spouse, live-in partner or relative of a person who resides in the same household as that person, who does not live in that person’s household but whose transactions in Corporation securities are directed by, or are subject to the influence or control of, that person (such as parents or children who consult with such person before they trade in Corporation securities; they accordingly should be made aware of the need to confer with such person before they trade in the Corporation’s securities).

“Insider” means:

(1)   a Board Member or a Senior Officer of the Corporation;

(2)   a person who beneficially owns, directly or indirectly, more than 10% of the voting securities of the Corporation or who exercises control or direction over more than 10% of the votes attached to the voting securities of the Corporation (a “10% Shareholder”);

(3)   a Board Member or a Senior Officer of a subsidiary of the Corporation; or

(4)   a Board Member or a Senior Officer of a 10% Shareholder of the Corporation.

As described herein, all Insiders are also (1) Board Members, Officers, Employees and Contractors and (2) persons in a Special Relationship with the Corporation.

“Persons in a Special Relationship with the Corporation” means:

(1)   each Board Member, Officer, Employee and Contractor;

(2)   each 10% Shareholder;

(3)   each Board Member, officer, employee or contractor of a 10% Shareholder;

(4)   each member of an operating or advisory committee of the Corporation or its subsidiaries;

(5)   each Board Member, officer, partner and employee of a company that is engaging in any business or professional activity with the Corporation or its subsidiaries and who routinely comes into contact with Material Information;

(6)   each person or company that learned of Material Information with respect to the Corporation from a person or company described in (1) though (5) of this definition and knew or ought reasonably to have known that the other person or company was in such a special relationship; and

(7)   any Immediate Family Member of any individual referred to in (1) through (6).

(8)   A company is considered to be a “Subsidiary” of another company if it is controlled by (1) that other, (2) that other and one or more companies, each of which is controlled by that other, or (3) two or more companies, each of which is controlled by that other; or it is a subsidiary of a company that is that other’s subsidiary. In general, a company will control another company when the first company owns more than 50% of the outstanding voting securities of that other company.

“Senior Officer” means:

(1)   the chair or a vice-chair of the Board  or any of its subsidiaries, the President, Chief Executive Officer, Chief Financial Officer, a Vice-President, the Corporate Secretary, the Treasurer or the Managing Director of the Corporation or any of its subsidiaries or any of their operating divisions; or

(2)   any other individual who performs functions for the Corporation or any of its subsidiaries similar to those normally performed by an individual occupying any of the offices listed in (1) above.

As described herein, all Senior Officers are also (1) Insiders, (2) Board Members, Officers, Employees and Contractors and (3) persons in a Special Relationship with the Corporation.

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SCHEDULE “B”

Examples of Information That May Be Material

(Based on National Policy 51-201 and

Section 410 of the Toronto Stock Exchange Manual;

also consistent with American Stock Exchange Company Guide)

Changes in corporate structure

·   changes in share ownership that may affect control of the company

·   changes in corporate structure such as major reorganizations, amalgamations, or mergers

·   take-over bids, issuer bids, or insider bids

Changes in capital structure

·   the public or private sale of additional securities

·   planned repurchases or redemptions of securities

·   planned splits of common shares or offerings of warrants or rights to buy shares

·   any share consolidation, share exchange, or stock dividend

·   changes in a company’s dividend payments or policies

·   the possible initiation of a proxy fight

·   material modifications to the rights of security holders

Changes in financial results

·   a significant increase or decrease in near-term earnings prospects

·   unexpected changes in the financial results for any period

·   shifts in financial circumstances, such as cash flow reductions, major asset write-offs or write-downs

·   changes in the value or composition of the company’s assets

·   any material change in the company’s accounting policies

Changes in business and operations

·   any development that affects the company’s resources, reserves, technology, products or markets

·   a significant change in capital investment plans or corporate objectives

·   major labour disputes or disputes with major contractors or suppliers

·   significant new contracts, products, patents, or services or significant losses of contracts or business

·   significant discoveries by resource companies

·   changes to the Board of Directors or executive management, including the departure of the company’s CEO, CFO, COO or president (or persons in equivalent positions)

·   the commencement of, or developments in, material legal proceedings or regulatory matters

·   waivers of corporate ethics and conduct rules for officers, directors, and other key employees

·   any notice that reliance on a prior audit is no longer permissible

·   de-listing of the company’s securities or their movement from one quotation system or exchange to another

Acquisitions and dispositions

·   significant acquisitions or dispositions of assets, property or joint venture interests

·   acquisitions of other companies, including a take-over bid for, or merger with, another company

Changes in credit arrangements

·   the borrowing or lending of a significant amount of money

·   any mortgaging or encumbering of the company’s assets

·   defaults under debt obligations, agreements to restructure debt, or planned enforcement procedures by a bank or any other creditors

·   changes in rating agency decisions

·   significant new credit arrangements

-  -

SCHEDULE “C”

Examples of Disclosures That May Be Necessary in the Course Of Business

(Reproduced from National Policy 51-201)

(1)Disclosure to:

·   vendors, suppliers, or strategic partners on issues such as research and development, sales and marketing, and supply contracts

·   employees, officers and board members

·   lenders, legal counsel, auditors, underwriters, and financial and other professional advisors to the Corporation

·   parties to negotiations

·   labour unions and industry associations

·   government agencies and non-governmental regulators

·   credit rating agencies (provided that the information is disclosed for the purpose of assisting the agency to formulate a credit rating and the agency’s ratings generally are or will be publicly available)

(2)Disclosures in connection with a private placement

(3)Communications with controlling shareholders, in certain circumstances

-  -

SCHEDULE “D”

RECEIPT AND ACKNOWLEDGEMENT

I,                                                                , hereby acknowledge that I have received and read

                                (Print Name)

a copy of the “Timely Disclosure, Confidentiality and Insider Trading Policy” and agree to comply with its terms. I understand that violation of insider trading or tipping laws or regulations may subject me to severe civil and/or criminal penalties, and that violation of the terms of the above-noted policy may subject me to discipline by the Corporation up to and including termination.

Signature                                                                                     Date

EX-99.02

PLATINUM GROUP METALS LTD.

CODE OF BUSINESS CONDUCT AND ETHICS

Platinum Group Metals Ltd.  (the “Corporation”) is committed to the highest standards of legal and ethical business conduct.  This Code of Business Conduct and Ethics (the “Code”) summarizes the legal, ethical and regulatory standards that the Corporation must follow to promote integrity and deter wrongdoing and is a reminder to our directors, officers and employees of the seriousness of that commitment.  Compliance with this Code and high standards of business conduct is mandatory for every director, officer and employee of the Corporation or any of its subsidiaries.

INTRODUCTION

Our business is becoming increasingly complex, both in terms of the geographies in which we function and the laws with which we must comply.  To help our directors, officers and employees understand what is expected of them and to carry out their responsibilities, we have created this Code.  Additionally, we have appointed R. Michael Jones, the CEO of the Corporation to serve as the Corporation Ethics Officer to ensure adherence to the Code and report to the Board of Directors of the Corporation or any committee thereof who shall be responsible for monitoring compliance with the Code.

This Code is not intended to be a comprehensive guide to all of our policies or to all your responsibilities under law or regulation.  It provides general parameters to help you resolve the ethical and legal issues you encounter in conducting our business. Think of this Code as a guideline, or a minimum requirement, that must always be followed.  If you have any questions about anything in the Code or appropriate actions in light of the Code, you may contact the Corporation Ethics Officer or the Chair of the Governance and Nomination Committee (the “Governance Committee”) of the Board of Directors of the Corporation.

We expect each of our directors, officers and employees to read and become familiar with the ethical standards described in this Code and to affirm your agreement to adhere to these standards by signing the Compliance Certificate that appears at the end of this Code.  Violations of the law, our corporate policies or this Code may lead to disciplinary action, including dismissal.

I. We Insist on Honest and Ethical Conduct By All of Our Directors, Officers, Employees and Other Representatives

We place the highest value on the integrity of our directors, our officers and our employees and demand this level of integrity in all our dealings.  We insist on not only ethical dealings with others, but on the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Fair Dealing

Directors, officers and employees are required to deal honestly fairly in a manner which fosters a climate of mutual respect with our business partners, competitors, customers, securityholders, suppliers, employees, consultants and other third parties including the communities in which we operate.  In our dealings with these parties, we:

·   prohibit bribes, kickbacks and any other form of improper payment, direct or indirect, to any representative of a government, labor union, business partner or other third party in order to obtain a contract, some other commercial benefit or government action;

·   prohibit our directors, officers and employees from accepting any bribe, kickback or improper payment from anyone;

·   prohibit gifts or favors of more than nominal value to or from our business partners;

·   limit marketing and entertainment expenditures to those that are necessary, prudent, job-related and consistent with our policies;

·   require clear and precise communication in our contracts, our advertising, our literature, and our other public statements and seek to eliminate misstatement of fact or misleading impressions;

·   protect all proprietary data provided to us by third parties as reflected in our agreements with them;

·   prohibit our representatives from otherwise taking unfair advantage of our business partners or other third parties through inaccurate billing, manipulation, concealment, abuse of privileged information or any other unfair-dealing practice; and

·   conduct all material transactions in a transparent manner.

Conflicts of Interest; Corporate Opportunities

Our directors, officers and employees should not be involved in any activity that creates or gives the appearance of a conflict of interest between their personal interests and the interests of the Corporation  In particular, unless specific permission has been provided by (i) the Corporation Ethics Officer, or (ii) the Governance Committee, no employee, director or officer shall:

·   be a consultant to, or a director, officer or employee of, or otherwise operate an outside business that:

Ø   competes with the Corporation;

Ø   supplies products or services to the Corporation; or

Ø   purchases products or services from the Corporation;

·   have any material interest (financial or otherwise), including significant stock ownership, in any entity with which we do business that might create or give the appearance of a conflict of interest;

·   seek or accept any personal loan or services from any entity with which we do business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;

·   be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the director’s, officer’s or employee’s responsibilities to us (if in doubt, consult your supervisor, the Corporation Ethics Officer or the Governance Committee);

·   accept any personal loan or guarantee of obligations from the Corporation, except to the extent such arrangements are legally permissible; or

·   conduct business on behalf of the Corporation with immediate family members, which include spouses, children, parents, siblings and persons sharing the same home whether or not legal relatives;

provided, however, that only the Governance Committee (or the Board of Directors as a whole, if the potential conflict involves a member of the Governance Committee) shall have the authority to grant such permission to a director or officer.

Directors, officers and employees are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position.

Disclosure shall be made, in the case of directors and officers, to the Board of Directors of the Corporation in accordance with all applicable laws and regulatory policies, and in the case of employees, to the Corporation Ethics Officer or the Governance Committee of the existence of any actual or potential conflict of interest.

Confidentiality and Corporate Assets

Our directors, officers and employees are entrusted with our confidential information and with the confidential information of our business partners.  This information may include (1) technical or scientific information about current and future projects, (2) business or marketing plans or projections, (3) earnings and other internal financial data, (4) personnel information, (5) supply and customer lists and (6) other non-public information that, if disclosed, might be of use to our competitors, or harmful to our business partners.  This information is our property, or the property of our business partners and in many cases was developed at great expense.  Our directors, officers and employees shall:

·   Not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends;

·   Use confidential information only for our legitimate business purposes and not for personal gain;

·   Not disclose confidential information to third parties; and

·   Not use Corporation’s property or resources for any personal benefit or the personal benefit of anyone else.  Corporation’s property includes the Corporation internet, email, and voicemail services, which should be used only for business related activities, and which may be monitored by the Corporation at any time without notice.

Fundamental Rights

The Corporation is committed to providing all employees a workplace that respects their basic human rights.  Each director, officer and employee at the Corporation has the right to work in an environment that is free from discrimination and harassment, including sexual harassment.  Every director, officer and employee is responsible for taking all reasonable precautions not to demonstrate behaviour that can be reasonably construed as discrimination or harassment. The Corporation will take every incident of harassment or discrimination very seriously and any director, officer and employee that is found to have engaged in conduct constituting discrimination or harassment will be disciplined and, in appropriate circumstances, dismissed or removed from office.

II. We Provide Full, Fair, Accurate, Timely and Understandable Disclosure

We are committed to providing our shareholders, investors and other stakeholders with full, fair, accurate, timely and understandable disclosure in the reports that we file with the United States Securities and Exchange Commission and with the Canadian provincial securities regulators.  To this end, our directors, officers and employees shall:

·   not make false or misleading entries in our books and records for any reason;

·   not condone any undisclosed or unrecorded bank accounts or assets established for any purpose;

·   comply with generally accepted accounting principles at all times;

·   notify our Chief Financial Officer if there is an unreported transaction;

·   maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;

·   maintain books and records that accurately and fairly reflect our transactions;

·   prohibit the establishment of any undisclosed or unrecorded funds or assets;

·   maintain a system of internal controls that will provide reasonable assurances to our management that material information about the Corporation is made known to management, particularly during the periods in which our periodic reports are being prepared;

·   present information in a clear and orderly manner and avoid the use of unnecessary legal and financial language in our periodic reports; and

·   not communicate to the public any nonpublic information unless expressly authorized to do so.

We have also adopted a Timely Disclosure, Confidentiality and Insider Trading Policy, which governs our disclosure policies.  A copy of the Timely Disclosure, Confidentiality and Insider Trading Policy can be obtained from the Governance and Nomination Committee.

III. We Comply With all Laws, Rules and Regulations

We will comply with all laws, rules, regulations and policies (collectively, the “Applicable Laws”) that are applicable to our activities, and expect all our directors, officers and employees to obey the Applicable Laws.  Specifically, unless otherwise required by Applicable Laws, we are committed to:

·   maintaining a safe and healthy work environment;

·   promoting a workplace that is free from discrimination or harassment based on race, color, religion, sex, age, national origin, disability or other factors that are unrelated to the Corporation’s business interests;

·   supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;

·   conducting our activities in full compliance with all applicable environmental laws;

·   keeping the political activities of our directors, officers and employees separate from our business;

·   prohibiting any illegal payments, gifts, or gratuities to any government officials or political party;

·   prohibiting the unauthorized use, reproduction, or distribution of any third party’s trade secrets, copyrighted information or confidential information;

·   prohibiting the sale or export, either directly or through our representatives, of our products to countries where goods such as ours may not be sold; and

·   complying with all applicable securities laws.

Our directors, officers and employees are prohibited from trading our securities while in possession of material, nonpublic (“inside”) information about the Corporation.  [We have adopted an Insider Trading Policy in this regard, with which all directors, officers and employees must comply.  A copy of the Timely Disclosure, Confidentiality and Insider Trading Policy can be obtained from the Governance and Nomination Committee.

REPORTING, WAIVER AND EFFECT OF VIOLATIONS

Compliance with this code of conduct is, first and foremost, the individual responsibility of every director, officer and employee. We attempt to foster a work environment in which ethical issues and concerns may be raised and discussed with supervisors or with others without the fear of retribution.  It is our responsibility to provide a system of reporting and access when you wish to report a suspected violation, or to seek counseling, and the normal chain of command cannot, for whatever reason, be used.

Administration

Our Board of Directors and Governance Committee have established the standards of business conduct contained in this Code and oversee compliance with this Code.  Additionally, we have appointed the Corporations CEO, R. Michael Jones, to serve as the Corporation Ethics Officer to ensure adherence to the Code.  While serving in this capacity, the Corporation Ethics Officer reports directly to the Board of Directors.

Training on this Code will be included in the orientation of new employees and provided to existing directors, officers, and employees on an on-going basis. To ensure familiarity with the Code, directors, officers, and employees will be asked to read the Code and sign a Compliance Certificate annually.

Reporting Violations and Questions

Directors, officers, and employees must report, in person or in writing, any known or suspected violations of laws, governmental regulations or this Code to either  the Corporation Ethics Officer or the Chair of the Governance Committee.  Additionally, directors, officers, and employees may contact the Corporation Ethics Officer or the Governance Committee with a question or concern about this Code or a business practice.  Any questions or violation reports will be addressed immediately and seriously, and can be made anonymously.  If you feel uncomfortable reporting suspected violations to these individuals, you may report matters to Gowling Lafleur Henderson LLP or Dorsey & Whitney LLP, our outside counsel.  The address and telephone number of these persons are listed in the attachment to this Code.

We will not allow any harassment, retaliation or any type of discrimination against a director, officer or employee who acts in good faith in reporting any violation.

Our Corporation Ethics Officer will investigate any reported violations and will determine an appropriate response, including corrective action and preventative measures, involving the Governance Committee or Chief Executive Officer when required.  All reports will be treated confidentially to every extent possible, consistent with the need to conduct an adequate investigation. All complaints, results of investigations, if any, and reports will be retained for seven years.

Consequences of a Violation.

Directors, officers and employees that violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action, which may include demotion or immediate discharge.  In addition, violation of any laws, governmental regulations or this Code could result in public disclosure of such violation including, without limitation, the names of parties involved.

Requests for Waivers.

Requests for waivers from this Code must be delivered to the Corporation Ethics Officer or the Governance Committee, together with a summary of all relevant facts and circumstances.  Waivers with respect to directors and officers may only be granted by the Corporation’s Board of Directors.  Waivers with respect to non-officer employees may be granted by the Corporation’s Ethics Officer. The director, officer or employee to whom a waiver is granted accepts that public disclosure of the granting of any such waiver may be required by applicable securities laws, regulations, policies or guidelines (including those of a stock exchange on which the Corporation’s stock may be listed).

Names and Addresses (as of June 1, 2007)
Reporting Contacts:
Corporation Ethics Officer:	The Chair of our Governance Committee:
Name:      R. Michael Jones Address:  c/o PTM in Vancouver Phone:    1-604-899-5450 E-mail:     ethics@platinumgroupmetals.net	Name:                          Barry W. Smee Address:  c/o PTM in Vancouver Phone:    604-929-0667 E-mail:     bwsmee@geochemist.com

Additional Reporting Contacts:

Our Outside Counsel in Canada:                                                                      Our Outside Counsel in the United States:

Gowling Lafleur Henderson LLP Attn: Daniel M. Allen Suite 2300, Four Bentall Centre 1055 Dunsmuir Street PO Box 49122 Vancouver, British Columbia Canada V7X 1J1 Phone: (604) 891-2710 Fax: (604) 689-8610 E-mail: Daniel.allen@gowlings.com Dorsey & Whitney LLP Attn: Christopher Doerksen 1420 Fifth Avenue, Suite 3400 Seattle, Washington  98101 Phone: (206) 903-8856 Fax: (206) 903-8820 E-mail: doerksen.christopher@dorsey.com

COMPLIANCE CERTIFICATE

I have read and understand the Code of Business Conduct and Ethics of Platinum Group Metals Ltd. (the “Code”).  I will adhere in all respects to the ethical standards described in the Code.  I further confirm my understanding that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.

I certify to Platinum Group Metals Ltd. that I am not in violation of the Code, unless I have noted such violation in a signed Statement of Exceptions attached to this Compliance Certificate.

Date: ____             ______________________ Name: Title/Position:                                                                 

Check one of the following:

o           A Statement of Exceptions is attached.

o           No Statement of Exceptions is attached.

EX-99.03

PLATINUM GROUP METALS LTD.

(the “Corporation”)

COMPENSATION COMMITTEE CHARTER

1.          General

The Board of Directors of the Corporation (the “Board”) has established a Compensation Committee (the “Committee”) for the purpose of approving or providing the Board with recommendations relating to compensation of executive officers, succession plans for executive officers, human resources policies for executive officers, and administration of the Corporation’s compensation and benefits plans.

2.         Members

The Board will in each year appoint a minimum of three (3) directors as members of the Committee.  All members of the Committee shall be non-management directors and shall be independent within the meaning of all applicable U.S. and Canadian securities laws and the rules of the Toronto Stock Exchange and the American Stock Exchange (the “Applicable Regulations”); provided, however, that one or more members of the Committee may be non-independent if permitted by all Applicable Regulations.

3.         Duties

The Committee will have the following duties:

A.           Executive Officers and Directors

·   Review, approve and report to the Board annually on management’s succession plans for all executive officers, other than the Chief Executive Officer (the “CEO”), including specific development plans and career planning for potential successors;

·   Review and recommend to the Board for approval the general compensation philosophy and guidelines for all directors and executive officers, including the CEO.  This includes incentive plan design and other remuneration;

·   Review and recommend to the Board the compensation, including salary, incentives, benefits and other perquisites, of all directors and executive officers, except for the CEO; and

·   Report on executive compensation as required in public disclosure documents.

B.           CEO

·   Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those corporate goals and objectives, consider the Corporate Governance and Nomination Committee’s report respecting the CEO’s performance and recommend to the Board the CEO’s compensation level based on this evaluation, including salary, incentives, benefits and other perquisites.

·   Notwithstanding any provisions contained herein to the contrary, the CEO shall not be permitted to attend the Committee’s deliberations and voting relating to the CEO’s compensation.

C. Corporate Human Resources

·   Establish compensation and recruitment policies and practices for the Corporation’s executive officers, including establishing levels of salary, incentives, benefits and other perquisites provided to executives of the Corporation and its subsidiaries; provided, however, that the compensation of individual executive officers shall be subject to the Board’s approval.

D. Compensation Plans

·   Administration of the Corporation’s stock option plans and stock incentive plans (the “SOPs”), and making of awards under the plans, and, without limiting the foregoing, will have the following responsibilities with respect thereto:

·   Report to the Board on all matters relating to the SOPs;

·   Interpret and administer the SOPs as provided in the SOPs;

·   Approve for recommendation to the Board awards to eligible persons;

·   Recommend to the Board the exercise price, vesting terms, limitations, restrictions, and conditions upon awards;

·   Make recommendations to the Board with respect to the amendment of the SOPs;

·   Make recommendations to the Board to establish, amend and rescind any rules and regulations relating to the SOPs;

·   Make determinations deemed necessary or desirable for the administration of the SOPs and make such recommendations to the Board; and

·   Correct any deficiency, inconsistency or omission in the SOPs.

·   Administration of any other compensation and benefits plans, if and to the extent that such administration is delegated to the Committee by the Board.

E. Outside Advisors

·   The Committee will receive and consider all requests for the retention of outside advisors and experts from an individual director, the Board, and all of its committees (except for the Audit Committee and Corporate Governance and Nomination Committee, which will notify the Committee of its actions in this regard).

F. Public Disclosure

·   The Committee shall review all executive compensation disclosure before the Corporation publicly discloses this information.

G.           Annual Review

·   The Committee will annually review and re-assess the adequacy of this Charter and recommend updates to this Charter and will receive approval of all changes from the Board.

4.         Chair

The Board will in each year appoint the Chair of the Committee from among the members of the Committee.  In the Chair’s absence, or if the position is vacant, the Committee may select another member as Chair.  The Chair will not have a casting vote.

5.         Meetings

The Committee will meet not less than once per year at the request of its Chair and may also meet at any other time or times at the request of any member of the Committee.  Notices calling meetings will be sent to all Committee members, to the CEO of the Corporation, to the Chair of the Board and to all other directors.

The CEO of the Corporation and, to the extent the Chair of the Board is not otherwise a member of the Committee, the Chair, and all other directors who are not members of the Committee may attend all meetings of the Committee in an ex-officio capacity and will not vote.  The CEO shall not attend in-camera sessions.

6.         Quorum

A majority of members of the Committee, present in person, by teleconferencing, or by videoconferencing, or by any combination of the foregoing, will constitute a quorum.

7.         Removal and Vacancy

A member may resign from the Committee, and may also be removed and replaced at any time by the Board, and will automatically cease to be a member as soon as the member ceases to be a director of the Company.  The Board will fill vacancies in the Committee by appointment from among the directors of the Board in accordance with Section 2 of this Charter.  Subject to quorum requirements, if a vacancy exists on the Committee, the remaining members will exercise all its powers.

8.         Authority

The Committee may engage and compensate, at the Corporation’s expense, and with the approval of the Chair, any outside advisor or expert as it deems necessary to permit it to carry out its duties.

9.         Secretary and Minutes

The Chair of the Committee will appoint a member of the Committee or other person to act as Secretary of the Committee for the purposes of a meeting of the Committee.  The minutes of the Committee will be in writing and duly entered into the books of the Corporation, and will be circulated to all members of the Board.

EX-99.04

PLATINUM GROUP METALS LTD.

(the “Corporation”)

GOVERNANCE AND

NOMINATION COMMITTEE CHARTER

1.         General

The Board of Directors of the Corporation (the “Board”) has established a Governance and Nomination Committee (the “Committee”) for the purpose of providing the Board with recommendations relating to corporate governance in general, including, without limitation:  (a) all matters relating to the stewardship role of the Board in respect of the management of the Corporation, (b) Board size and composition, including the candidate selection process and the orientation of new member, and (c) such procedures as may be necessary to allow the Board to function independently of management.  The Committee will also oversee compliance with policies associated with an efficient system of corporate governance.

2.         Members

The Board will in each year appoint a minimum of three (3) directors as members of the Committee.  All members of the Committee shall be independent within the meaning of all applicable U.S. and Canadian securities laws and the rules of the Toronto Stock Exchange and the American Stock Exchange (the “Applicable Regulations”); provided, however, that one or more members of the Committee may be non-independent if permitted by all Applicable Regulations.

3.         Duties

The Committee will have the following duties:

A.           The Committee will review and make recommendations to the Board respecting:

·   corporate governance in general and regarding the Board’s stewardship role in the management of the Corporation, including the role and responsibilities of directors and appropriate policies and procedures for directors to carry out their duties with due diligence and in compliance with all legal and regulatory requirements;

·   (i) the size and composition of the Board (including with reference to applicable rules, regulations or guidelines promulgated by regulatory authorities related to corporate governance), (ii) whether any compensation committee interlocks exist, (iii) general responsibilities and functions of the Board and its members, and of the Chief Executive Officer (the “CEO”), including position descriptions for the CEO and the Chair of the Board and the Chair of each committee of the Board, (iv) the organization and responsibilities of Board committees, and (v) the procedures for effective Board meetings to ensure that the Board functions independently of management and without conflicts of interest;

·   the long term plan for the composition of the Board that takes into consideration the current strengths, skills and experience on the Board and the strategic direction of the Corporation.  This plan will include: (i) the desired qualifications, demographics, skills and experience for potential directors, (ii) the appropriate rotation of directors on Board committees, (iii) an interview process for potential candidates for Board membership, and (iv) a list of future candidates for Board membership after taking into account the competencies and skills that the Board as a whole should possess, the competencies and skills that the existing directors possess, the competencies and skills of the proposed nominee and the amount of time and resources the proposed nominee can devote as a member of the Board;

·   when required, a candidate for appointment to the office of Chair of the Board;

·   when required, a candidate for appointment to the office of CEO;

·   annually, the nominees for election as members of the Board;

·   as required, candidates to fill any Board and Committee vacancies;

·   whether the Committee and the Board will consider candidates for the Board recommended by shareholders, and if so, any policies and procedures with respect thereto;

·   together with the Chairs of other Board Committees, the scope, duties and responsibilities of those Committees and where advisable, any amendments thereto, as well as the establishment or disbanding of Board Committees and changes to their composition, including the Chairs thereof;

·   periodically, directors and officers third party liability insurance coverage; and

·   the framework for delegating authority from the Board to management.

B.           The Committee will review, approve and report to the Board on:

·   the orientation process for new directors and plans for the ongoing development of existing Board members including the provision of continuing education opportunities for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well as to ensure their knowledge and understanding of the Corporation’s business remains current;

·   the establishment of appropriate processes for the regular evaluation of the effectiveness of the Board and its members and its committees and their charters;

·   in conjunction with the Chair of the Board, the performance of individual directors, the Board as a whole, and committees of the Board;

·   the performance evaluation of the Chair of the Board and the Chair of each Board Committee;

·   regularly, the performance evaluation of the CEO, including performance against corporate objectives.  The Committee will also report to the Compensation Committee in this regard, to assist that committee in its recommendation to the Board respecting the CEO’s compensation;

·   CEO succession planning;

·   together with the Chair of the Board (where appropriate), concerns of individual directors about matters that are not readily or easily discussed at full Board meetings, to ensure the Board can operate independently of management; and

·   the corporate governance disclosure sections in the Corporation’s U.S. and Canadian securities law and stock exchange filings, and any other corporate governance matters as required by public disclosure requirements.

C. The Committee will oversee compliance with the Corporation’s Timely Disclosure, Confidentiality and Insider Trading Policy, authorize any waiver granted in connection with these policies, and confirm with management the appropriate disclosure of any such waiver.

D. The Committee will oversee compliance with the Corporation’s Code of Business Conduct and Ethics (the “Code”), monitor compliance with the Code, authorize any waiver granted in connection with the Code (provided, however, that any waiver granted with respect to a director or officer must be granted by the Board, and the Committee may delegate the approval of waivers with respect to non-officer employees to the Chair of the Committee or a designated compliance officer), and oversee the appropriate disclosure of any such waivers.

E. The Committee will oversee compliance with any rules, regulations or guidelines promulgated by regulatory authorities relating to corporate governance.

F. The Committee will receive and consider all requests for the retention of outside advisors and experts from an individual director, the Board or any of its committees (except for the Audit Committee and Compensation Committee, which will notify the Committee of its actions in this regard).

4.         Chair

The Board will in each year appoint the Chair of the Committee from among the members of the Committee.  In the Chair’s absence, or if the position is vacant, the Committee may select another member as Chair. The Chair will not have a casting vote.

5.         Meetings

The Committee will meet not less than once per year at the request of its Chair and may also meet at any other time or times at the request of any member of the Committee.  Notices calling meetings will be sent to all Committee members, to the CEO of the Corporation, to the Chair of the Board and to all other directors.

The CEO of the Corporation and, to the extent the Chair of the Board is not otherwise a member of the Committee, the Chair, and all other directors who are not members of the Committee may attend all meetings of the Committee in an ex-officio capacity and will not vote.  The CEO shall not attend in-camera sessions.

6.         Quorum

A majority of members of the Committee, present in person, by teleconferencing, or by videoconferencing, or by any combination of the foregoing, will constitute a quorum.

7.         Removal and Vacancy

A member may resign from the Committee, and may also be removed and replaced at any time by the Board, and will automatically cease to be a member as soon as the member ceases to be a director of the Corporation.  The Board will fill vacancies in the Committee by appointment from among the directors of the Board in accordance with Section 2 of this Charter.  Subject to quorum requirements, if a vacancy exists on the Committee, the remaining members will exercise all its powers.

8.         Authority

The Committee may engage and compensate, at the Corporation’s expense, and with the approval of the Chair, any outside advisor or expert as it deems necessary to permit it to carry out its duties.

9.         Secretary and Minutes

The Chair of the Committee will appoint a member of the Committee or other person to act as Secretary of the Committee for the purposes of a meeting of the Committee.  The minutes of the Committee will be in writing and duly entered into the books of the Corporation, and will be circulated to all members of the Board.

EX-99.05

PLATINUM GROUP METALS LTD.

 AMALGAMATION NUMBER:  BC0642278

(THE “COMPANY”)

ARTICLES

(as amended and consolidated as of January 8, 2008)

TABLE OF CONTENTS

1. INTERPRETATION  1

2. SHARES AND SHARE CERTIFICATES  1

3. ISSUE OF SHARES  3

4. SHARE REGISTERS  4

5. SHARE TRANSFERS  4

6. TRANSMISSION OF SHARES  5

7. PURCHASE OF SHARES  6

8. BORROWING POWERS  6

9. ALTERATIONS  6

10. MEETINGS OF SHAREHOLDERS  7

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS  9

12. VOTES OF SHAREHOLDERS  12

13. DIRECTORS  15

14. ELECTION AND REMOVAL OF DIRECTORS  17

15. ALTERNATE DIRECTORS  19

16. POWERS AND DUTIES OF DIRECTORS  20

17. DISCLOSURE OF INTEREST OF DIRECTORS  21

18. PROCEEDINGS OF DIRECTORS  22

19. EXECUTIVE AND OTHER COMMITTEES  24

20. OFFICERS  26

21. INDEMNIFICATION  26

22. DIVIDENDS  27

23. DOCUMENTS, RECORDS AND REPORTS  29

24. NOTICES  29

25. SEAL  31

1.   Interpretation

1.1   Definitions

In these Articles, unless the context otherwise requires:

(1)   “appropriate person” has the meaning assigned in the Securities Transfer Act;

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

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

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

(5)   “legal personal representative” means a personal or other legal representative of a shareholder;

(6)   “protected purchaser” has the meaning assigned in the Securities Transfer Act;

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

(8)   “seal” means the seal of the Company, if any;

(9)   “securities legislation” means statutes concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time, and the blanket rulings and orders, as amended from time to time, issued by the securities commissions or similar regulatory authorities appointed under or pursuant to those statutes; “Canadian securities legislation” means the securities legislation in any province or territory of Canada and includes the Securities Act (British Columbia); and “U.S. securities legislation” means the securities legislation in the federal jurisdiction of the United States and in any state of the United States and includes the Securities Act of 1933 and the Securities Exchange Act of 1934; and

(10)   “Securities Transfer Act” means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act.

1.2   Business Corporations Act and Interpretation Act Definitions Applicable

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

2.   Shares and Share Certificates

2.1   Authorized Share Structure

The authorized share structure of the Company consists of an unlimited number of common shares without par value.

2.2   Form of Share Certificate

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

2.3   Shareholder Entitled to Certificate or Acknowledgment

Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or an acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.

2.4   Delivery by Mail

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

2.5   Replacement of Worn Out or Defaced Certificate or Acknowledgement

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

(1)   order the share certificate or acknowledgment, as the case may be, to be cancelled; and

(2)   issue a replacement share certificate or acknowledgment, as the case may be.

2.6   Replacement of Lost, Destroyed or Wrongfully Taken Certificate

If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a new share certificate, if that person:

(1)   so requests before the Company has notice that the share certificate has been acquired by a protected purchaser;

(2)   provides the Company with an indemnity bond sufficient in the Company’s judgment to protect the Company from any loss that the Company may suffer by issuing a new certificate; and

(3)   satisfies any other reasonable requirements imposed by the directors.

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate.

2.7   Recovery of New Share Certificate

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights on the indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.

2.8   Splitting Share Certificates

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

2.9   Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any, determined by the directors, which amount must not exceed the amount prescribed under the Business Corporations Act.

2.10   Recognition of Trusts

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

3.   Issue of Shares

3.1   Directors Authorized

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

3.2   Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3   Brokerage

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

3.4   Conditions of Issue

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

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

(a)   past services actually performed for the Company;

(b)   property;

(c)   money; and

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

3.5   Share Purchase Warrants and Rights

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

4.   Share Registers

4.1   Central Securities Register

As required by and subject to the BusinessCorporationsAct, the Company must maintain a central securities register in British Columbia.  The directors may, subject to the BusinessCorporationsAct, appoint an agent to maintain the central securities register.  The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be.  The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2   Closing of Central Securities Register

The Company must not at any time close its central securities register.

5.   Share Transfers

5.1   Registering Transfers

Subject to the Business Corporation Act, a transfer of a share of the Company must not be registered unless the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

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

(2)   in the case of a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate that has been issued by the Company in respect of the share to be transferred, a written instrument of transfer that directs that the transfer of the shares be registered, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

(3)   in the case of a share that is an uncertificated share, a written instrument of transfer that directs that the transfer of the share be registered, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and

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

5.2   Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors or the transfer agent for the class or series of shares to be transferred.

5.3   Transferor Remains Shareholder

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

5.4   Signing of Instrument of Transfer

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

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

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

5.5   Enquiry as to Title Not Required

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

5.6   Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6.   Transmission of Shares

6.1   Legal Personal Representative Recognized on Death

In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in  the shareholder’s name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares.  Before recognizing a person as a legal personal representative of a shareholder, the directors may require the original grant of probate or letters of administration or a court certified copy of them or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.

6.2   Rights of Legal Personal Representative

The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, if appropriate evidence of appointment or incumbency within the meaning of s. 87 of the Securities Transfer Act has been deposited with the Company.  This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder’s name and the name of another person in joint tenancy.

7.   Purchase of Shares

7.1   Company Authorized to Purchase Shares

Subject to the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares upon the terms, if any, specified in such resolution.

7.2   Sale and Voting of Purchased Shares

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

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

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

(3)   must not make any other distribution in respect of the share.

8.   Borrowing Powers

The Company, if authorized by the directors, may:

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

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

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

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

9.   Alterations

9.1   Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may:

(1)   by ordinary resolution:

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

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

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

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

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

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

(e)   otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act; and

(2)   by resolution of the directors, subdivide or consolidate all or any of its unissued, or fully paid issued, shares.

9.2   Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may, by ordinary resolution:

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

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

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

9.3   Change of Name

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

9.4   Other Alterations

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

10.   Meetings of Shareholders

10.1   Annual General Meetings

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

10.2   Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution.  The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3   Calling of Meetings of Shareholders

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

10.4   Location of Meetings of Shareholders

Subject to the Business Corporations Act, a meeting of shareholders may be held in or outside of British Columbia as determined by a resolution of the directors.

10.5   Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1)   if and for so long as the Company is a public company, 21 days; or

(2)   otherwise, 10 days.

10.6   Record Date for Notice

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

(1)   if and for so long as the Company is a public company, 21 days; or

(2)   otherwise, 10 days.

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

10.7   Record Date for Voting

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

10.8   Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting.  Any person entitled to notice of a meeting of shareholders may, in writing or otherwise and prior to or following such meeting, waive or reduce the period of notice of such meeting.

10.9   Notice of Special Business at Meetings of Shareholders

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

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

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

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

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

11.   Proceedings at Meetings of Shareholders

11.1   Special Business

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

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

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

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

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

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

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

(e)   the election or appointment of directors;

(f)   the appointment of an auditor;

(g)   business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and

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

11.2   Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds (2/3) of the votes cast on the resolution.

11.3   Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4   One Shareholder May Constitute Quorum

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

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

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

11.5   Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6   Requirement of Quorum

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

11.7   Lack of Quorum

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

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

(2)   in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8   Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9   Chair

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

(1)   the chair of the board, if any;

(2)   if there is no chair of the board, or if the chair of the board is absent or unwilling to act as chair of the meeting, the chief executive officer, if any;

(3)   if there is no chief executive officer or if the chief executive officer is absent or unwilling to act as chair of the meeting, the president, if any;

(4)   if there is no president, or if the president is absent or unwilling to act as chair of the meeting, a vice-president, if any; or

(5)   if there are no vice-presidents, or if all vice-president are absent or are all unwilling to act as chair of the meeting, a director.

11.10   Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board, chief executive officer, president, vice-president or director present within 15 minutes after the time set for holding the meeting, or if the chair of the board, the chief executive officer, president and all vice-presidents and all directors are unwilling to act as chair of the meeting, or if the chair of the board, the chief executive officer, the president and all vice-presidents and directors have advised the secretary, if any, or the solicitor for the Company, that they will not be present at the meeting, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11   Adjournments

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

11.12   Notice of Adjourned Meeting

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

11.13   Decisions by Show of Hands or Poll

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

11.14   Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting.  A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15   Motion Need Not be Seconded

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

11.16   Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders, on a show of hands and on a poll, has a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17   Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(1)   the poll must be taken:

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

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

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

(3)   the demand for the poll may be withdrawn by the person who demanded it.

11.18   Demand for Poll on Adjournment

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

11.19   Chair Must Resolve Dispute

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

11.20   Casting of Votes

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

11.21   Demand for Poll

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

11.22   Demand for Poll Not to Prevent Continuance of Meeting

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

11.23   Retention of Ballots and Proxies

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

12.   Votes of Shareholders

12.1   Number of Votes by Shareholder or by Shares

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

(1)   on a vote by show of hands, every person present who is a shareholder, or a duly appointed representative of a corporate shareholder pursuant to Article 12.5, entitled to vote on the matter has one vote.  Shareholders represented by proxy are not entitled to vote on a show of hands; and

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

12.2   Votes of Persons in Representative Capacity

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

12.3   Votes by Joint Holders

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

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

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

12.4   Legal Personal Representatives as Joint Shareholders

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

12.5   Representative of a Corporate Shareholder

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

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

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

(b)   be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; and

(2)   if a representative is appointed under this Article 12.5:

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

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

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

12.6   Proxy Provisions Do Not Apply to All Companies

If and for so long as the Company is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, Articles 12.7 to 12.15 apply only insofar as they are not inconsistent with any Canadian securities legislation applicable to the Company or any U.S. securities legislation applicable to the Company or any rules of an exchange on which securities of the Company are listed.

12.7   Appointment of Proxy Holders

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

12.8   Alternate Proxy Holders

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

12.9   When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(1)   the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(2)   the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting;

(3)   the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or

(4)   the Company is a public company, or is a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of these Articles or to which the Statutory Reporting Company Provisions apply.

12.10   Deposit of Proxy

A proxy for a meeting of shareholders must:

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

(2)   unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11   Validity of Proxy Vote

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

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

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

12.12   Form of Proxy

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

[name of company]

(the “Company”)

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

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

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder—printed]

12.13   Revocation of Proxy

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

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

(2)   provided, at the meeting, to the chair of the meeting.

12.14   Revocation of Proxy Must Be Signed

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

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

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

12.15   Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.  The acceptance or rejection of any proxy, or appointment of a representative by a corporate shareholder, made by the chairman in good faith is final and conclusive.

13.   Directors

13.1   Number of Directors

The number of directors, excluding additional directors appointed under Article 14.8, is set at:

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

(a)   the number of directors set by resolution of the directors; and

(b)   the number of directors set under Article 14.4;

(2)   if the Company is or becomes a company which is not a public company, the most recently set of:

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

(b)   the number of directors set under Article 14.4.

13.2   Change in Number of Directors

If the number of directors is set under Articles 13.1(1)(a) or 13.1(2)(a), subject to Article 14.1:

(1)   the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number; or

(2)   if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number then the directors may appoint directors to fill those vacancies.

13.3   Directors’ Acts Valid Despite Vacancy

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

13.4   Qualifications of Directors

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

13.5   Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time by resolution determine or, at the option of the directors, as may be fixed by ordinary resolution.  That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company, as such, who is also a director.

13.6   Reimbursement of Expenses of Directors

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

13.7   Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8   Gratuity, Pension or Allowance on Retirement of Director

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

14.   Election and Removal of Directors

14.1   Election at Annual General Meeting

(1)   At each annual general meeting of the Company all the directors whose term of office expire at such annual general meeting shall cease to hold office immediately before the election of directors at such annual general meeting and the shareholders entitled to vote thereat shall elect to the board of directors, directors as otherwise permitted by any securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States or in any states of the United States that is applicable to the Company and all regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by securities commissions or similar authorities appointed under that legislation as set out below.  A retiring director shall be eligible for re-election;

(2)   Each director may be elected for a term of office of one or more years of office as may be specified by ordinary resolution at the time he is elected.  In the absence of any such ordinary resolution, a director’s term of office shall be one year of office.  No director shall be elected for a term of office exceeding five years of office.  The shareholders may, by resolution of not less than ¾ of the votes cast on the resolution, vary the term of office of any director; and

(3)   A director elected or appointed to fill a vacancy shall be elected or appointed for a term expiring immediately before the election of directors at the annual general meeting of the Company when the term of the director whose position he is filling would expire.

14.2   Consent to be a Director

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

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

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

(3)   with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3   Failure to Elect or Appoint Directors

If:

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

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

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

(3)   the date on which his or her successor is elected or appointed; and

(4)   the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4   Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose.  If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5   Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors, but a vacancy created by an increase in the number of directors pursuant to a resolution of the directors in accordance with Article 13.1(1)(a) is not a casual vacancy.

14.6   Remaining Directors Power to Act

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

14.7   Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, and the directors do not act to appoint additional directors pursuant to Article 14.6, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8   Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.  Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9   Ceasing to be a Director

A director ceases to be a director when:

(1)   the term of office of the director expires;

(2)   the director dies;

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

(4)   the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10   Removal of Director by Shareholders

The shareholders may remove any director before the expiration of his or her term of office by a resolution of not less than three quarters (3/4) of the votes cast on such resolution.  In that event, the shareholders may elect, by ordinary resolution, a director to fill the resulting vacancy.  If the shareholders do not elect a director to fill the resulting vacancy contemporaneously with the removal, then the directors may subsequently appoint or, if the directors do not do so, the shareholders may elect by ordinary resolution, a director to fill that vacancy.

14.11   Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if:

(1)   the director is convicted of an indictable offence, or

(2)   if the director ceases to be qualified to act as a director of a company and does not promptly resign,

and the directors may appoint a director to fill the resulting vacancy.

15.   Alternate Directors

15.1   Appointment of Alternate Director

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director pursuant to the Business Corporations Act to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.  Every alternate director shall have a direct and personal duty to the Company arising from his alternate directorship, independent of the duties of the director who appointed him.

15.2   Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3   Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(1)   will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

(2)   has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

(3)   will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;

(4)   has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4   Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5   Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor and shall be deemed not to have any conflict arising out of any interest, property or office held by the appointor.  An alternate director shall be deemed to be a director for all purposes of these Articles, with full power to act as a director, subject to any limitations in the instrument appointing him, and an alternate director shall be entitled to all of the indemnities and similar protections afforded directors by the Business Corporations Act and under these Articles.  A director shall have no liability arising out of any act or omission by his alternate director to which the appointor was not a party, nor shall an alternate director have liability for any such act or omission by the appointor.  Without limiting the foregoing, no duty to account to the Company shall be imposed upon an alternate director merely because he voted in respect of a contract or transaction in which the appointor was interested or which the appointor failed to disclose, nor shall any such duty be imposed upon an appointor merely because he voted in respect of a contract or transaction in which his alternate director was interested or which such alternate director failed to disclose.

15.6   Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7   Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1)   his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

(2)   the alternate director dies;

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

(4)   the alternate director ceases to be qualified to act as a director; or

(5)   his or her appointor revokes the appointment of the alternate director.

15.8   Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16.   Powers and Duties of Directors

16.1   Powers of Management

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

16.2   Appointment of Attorney of Company

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

16.3   Remuneration of Auditor

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

17.   Disclosure of Interest of Directors

17.1   Obligation to Account for Profits

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

17.2   Restrictions on Voting by Reason of Interest

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

17.3   Interested Director Counted in Quorum

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

17.4   Disclosure of Conflict of Interest or Property

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

17.5   Director Holding Other Office in the Company

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

17.6   No Disqualification

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

17.7   Professional Services by Director or Officer

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

17.8   Director or Officer in Other Corporations

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

18.   Proceedings of Directors

18.1   Meetings of Directors

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

18.2   Voting at Meetings

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

18.3   Chair of Meetings

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

(1)   the chair of the board, if any;

(2)   if there is no chair of the board or in the absence of the chair of the board, the chief executive officer, if any, if the chief executive officer is a director;

(3)   if there is no chief executive officer or in the absence of the chief executive officer, the president, if any, if the president is a director; or

(4)   any other director chosen by the directors (in such manner as they may determine) if:

(a)   none of the chair of the board (if any), the chief executive officer (if any and if a director) or the president (if any and if a director), is present at the meeting within 15 minutes after the time set for holding the meeting;

(b)   none of the chair of the board (if any), the chief executive officer (if any and if a directors) or the president (if any and if a director), is willing to chair the meeting; or

(c)   all of the chair of the board, the chief executive officer (if any and if a director) and the president (if any and if a director), have advised the secretary, if any, any other director or the lawyer for the Company, that they will not be present at the meeting.

18.4   Meetings by Telephone or Other Communications Medium

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

(1)   in person;

(2)   by telephone if all directors participating in the meeting, whether in person or by telephone, are able to communicate with each other; or

(3)   by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation.

A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5   Calling of Meetings

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

18.6   Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7   When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

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

(2)   the director or alternate director, as the case may be, has waived notice of the meeting; or

(3)   the director or alternate director, as the case may be, is not, at the time, in the province of British Columbia.

18.8   Meeting Valid Despite Failure to Give Notice

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

18.9   Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal.  After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10   Quorum

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

(1)   if not so set, is deemed to be set at two of the directors then in office or, if the number of directors then in office is not an even number, then is deemed to be set at a majority of the directors then in office; or

(2)   if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11   Validity of Acts Where Appointment Defective

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

18.12   Consent Resolutions in Writing

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

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

(2)   in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consent to it in writing.

A consent in writing under this Article may be by signed document, fax, email or any other method of transmitting legibly recorded messages.  A consent in writing may be in two or more counterparts, which together are deemed to constitute one consent in writing.  A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19.   Executive and Other Committees

19.1   Appointment and Powers of Executive Committee

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

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

(2)   the power to remove a director;

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

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

19.2   Appointment and Powers of Other Committees

The directors may, by resolution:

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

(2)   delegate to a committee appointed under paragraph (1) any of the directors’ powers, except:

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

(b)   the power to remove a director;

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

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

(3)   make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

19.3   Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

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

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

19.4   Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

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

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

(3)   fill vacancies in the committee.

19.5   Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

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

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

(3)   a majority of the members of the committee constitutes a quorum of the committee; and

(4)   questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting  has a second or casting vote.

20.   Officers

20.1   Directors May Appoint Officers

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

20.2   Functions, Duties and Powers of Officers

The directors may, for each officer:

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

(2)   entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit (except for those powers referred to in paragraphs (1) – (4) of Article 19.1); and

(3)   revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3   Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act.  One person may hold more than one position as an officer of the Company.  Any person appointed as the chair of the board or as the managing director must be a director.  Any other officer need not be a director.

20.4   Remuneration and Terms of Appointment

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

21.   Indemnification

21.1   Definitions

In this Article 21:

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

(2)   “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(a)   is or may be joined as a party; or

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

(3)   “expenses” has the meaning set out in the Business Corporations Act.

21.2   Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director, alternate director, officer or former officer of the Company or of any affiliate of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding.  Each director, alternate director and officer of the Company or of any affiliate of the Company is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3   Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

21.4   Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5   Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1)   is or was a director, alternate director, officer, employee or agent of the Company;

(2)   is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3)   at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

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

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22.   Dividends

22.1   Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2   Declaration of Dividends

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

22.3   No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4   Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend.  The record date must not precede the date on which the dividend is to be paid by more than two months.  If no record date is set, the record date is the day on which the directors pass the resolution declaring the dividend.

22.5   Manner of Paying Dividend

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

22.6   Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

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

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

(3)   vest any such specific assets in trustees for the persons entitled to the dividend.

22.7   When Dividend Payable

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

22.8   Dividends to be Paid in Accordance with Number of Shares

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

22.9   Receipt by Joint Shareholders

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

22.10   Dividend Bears No Interest

No dividend bears interest against the Company.

22.11   Fractional Dividends

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

22.12   Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing.  The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13   Capitalization of Surplus

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

23.   Documents, Records and Reports

23.1   Recording of Financial Affairs

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

23.2   Inspection of Accounting Records

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

24.   Notices

24.1   Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

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

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

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

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

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

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

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

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

(3)   sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4)   sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5)   physical delivery to the intended recipient; or

(6)   as otherwise permitted by any securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States or in any states of the United States that is applicable to the Company and all regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by securities commissions or similar authorities appointed under that legislation.

24.2   Deemed Receipt of Mailing

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

(1)   mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day (Saturdays, Sundays and holidays excepted) following the date of mailing;

(2)   faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed; and

(3)   emailed to a person to the email address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was emailed on the day it was emailed.

24.3   Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4   Notice to Joint Shareholders

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

24.5   Notice to Trustees

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

(1)   mailing the record, addressed to them:

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

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

(2)   if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

24.6   Undelivered Notices

If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 24.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

25.   Seal

25.1   Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1)   any two directors;

(2)   any officer, together with any director;

(3)   any two officers;

(4)   if the Company only has one director, that director; or

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

25.2   Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3   Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time.  To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies.  Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.