10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: ______________

ChitrChatr Communications Inc.

(Name of Small Business Issuer in its charter)

British Columbia	I.R.S. Employer Identification Number
(State or other jurisdiction of	N/A
incorporation or formation)
76 Marylyn Court NE
Calgary, Alberta Canada	T2A 7H5
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number: (403) 6059429

Email: contact@chitrchatr.com

Securities to be registered under Section 12(b) of the Act: None

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

	Name of Exchange on which
Title of each class	each class is to be registered
Common Stock, No Par	OTCMarkets

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small reporting company. See definition of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Small reporting company [X]

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TABLE OF CONTENTS

Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 2.	Financial Information	11
Item 3.	Properties	14
Item 4.	Security Ownership of Certain Beneficial Owners and Management	15
Item 5.	Directors and Executive Officers	16
Item 6.	Executive Compensation	18
Item 7.	Certain Relationships and Related Transactions, and Director Independence	19
Item 8.	Legal Proceedings	20
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	21
Item 10.	Recent Sales of Unregistered Securities	22
Item 11.	Description of Registrant’s Securities to be Registered	23
Item 12.	Indemnification of Officers and Directors	24
Item 13.	Financial Statements and Supplemental Data	25
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 15.	Financial Statements and Exhibits	27

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ITEM 1. BUSINESS

Corporate History

ChitrChatr Communications Inc. (“The Company”) was incorporated on August 22, 2013 in the Province of British Columbia, Canada. The Company was formed to develop and launch a communications platform that consolidates all different communications applications, unifying the currently fractured methods of communication that consume the time and energy of all.

Current Operations

The Company is actively focused on the development of its Comprehensive Universal Unified Communications Platform. The Company has recently launched the Beta 2.0 version for desktop platforms and is in the process of developing the Beta 2.1 version for mobile platforms.

Comprehensive Universal Unified Communications Platform

The Company’s Comprehensive Universal Unified Communications Platform (“CUUCP”) will allow its users to access all manner of digital communications they would receive from hundreds of different applications, e-mails, websites, texts, etc. in a single application.

Voice /Video

The Company’s CUUCP will feature chat and video calling, group messaging, conference calls, and text services for free. It is not only a mobile messaging application; it can also be accessed from a desktop. The Company’s CUUCP will allow users to communicate with another CUUCP user (on any platform) by instant messaging, audio or video conference calls. CUUCP users will no longer have to switch back and forth from the dozens of platforms they currently use to send or receive messages to and from specific contacts. CUUCP will incorporate all its users’ contacts on all their different chat and video calling applications under one umbrella, making it easier to connect with contacts on different platforms. Users will be able to obtain one or more phone numbers from over 65 countries and forward incoming calls to any other phone number, whether they are on or offline.

Email

ChitrChatr email will incorporate all the features currently available on other popular e-mail services, and will allow its users to receive emails from different email accounts into a consolidated ChitrChatr email management platform. Users will be able to reply back from ChitrChatr using their incoming email account (i.e. Gmail) as a default for that particular reply. One sign in will allow users to reply, regardless of the platform. Social Media While setting up their ChitrChatr preferences, users will input all their social network sites. Every time users log into ChitrChatr, they will automatically be logged into all other social network sites and can easily be directed to their social media network of choice. If for example, a friend sends a CUUCP user a message through Facebook Chat, the user will receive that messages in ChitrChatr and be able to reply back without having to switch applications.

Text

One of the features of ChitrChatr’s text/SMS will be its users ability to reply from a forwarded number with the recipient receiving the user’s actual SMS number instead of the number from which the user forwarded the message.

Fax

With a ChitrChatr phone number, users will be able to send and receive telephone, SMS/text, and faxes to and from that single number. When someone sends a CUUCP user a fax, the ChitrChatr system will identify it as a fax and allow the user to send it to a fax machine via email as well as view the fax on their ChitrChatr app on their desktop or cell phone. As a subscriber, users will be able to choose their preferences while setting up their account.

Plan of Operations:

The Company is in development of a Comprehensive Universal Unified Communications Platform (“CUUCP”). The CUUCP features voice, video, conference calls, chat, text/SMS, fax, E-mail, and social networking in a single application. CUUCP services are made available to the end users as an application they can access via web browser or an application installed on their device.

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Product Development and beta testing

The CUUCP has been in development since 2013. The Company began alpha testing in January 2015 and completed alpha testing in early September 2015. Alpha testing was conducted entirely by Company staff. On September 9, 2015, the Company released the beta version of its desktop application to interested users that signed up on the Company’s website. On October 7, 2015, the Company released the beta version of its windows mobile application. The Company is currently collecting data and feedback from its beta users and scaling its platform to accommodate more users. The Company will take all input provided by beta users to finalize any necessary developments, updates, and corrections prior to the commercial release of the platform.

Employees

As of the date of this prospectus, we have 79 employees. We intend to engage additional employees on an as needed basis as our business expands.

Competition

Our industry is subject to rapid and intense technological change. We face, and will continue to face, intense competition from technology companies large and small. Accordingly, our competitors may succeed more rapidly than we will in bringing a product to market, as well as achieving widespread market acceptance. If we obtain necessary regulatory approval and commence significant commercial sales of our products, we will also be competing with respect to platform efficiency and marketing capabilities, areas in which we have limited or no commercial-scale experience.

Reports to Security Holders.

(1) The Company is required to deliver an annual report to security holders.

(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.

(3) The public may read and copy any materials the Company files with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

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ITEM 1A. RISK FACTORS

Risks Related to our Company

Our generating minimal revenues from operations makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

For the six month period ended January 31, 2016, we have generated no revenues and incurred a loss of ($580,259). For the twelve months ending July 31, 2015, we have generated no revenues and incurred a loss of ($2,839,149). As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data.  Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses.  If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price.   

Our auditor has indicated in its report that there is substantial doubt about our ability to continue as a going concern as a result of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

Our auditor has indicated in its report that our lack of revenues raise substantial doubt about our ability to continue as a going concern. We also have negative working capital, with a deficiency in the amount of $1,039,245. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty. If we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

Because we have a limited history of operations we may not be able to successfully implement our business plan.

We have less than three years of operational history in our industry. Accordingly, our operations are subject to the risks inherent in the establishment of a new business enterprise, including access to capital, successful implementation of our business plan and limited revenue from operations. We cannot assure you that our intended activities or plan of operation will be successful or result in revenue or profit to us and any failure to implement our business plan may have a material adverse effect on the business of the Company. 

If we fail to effectively manage our growth, our business, brand and reputation, results of operations and financial condition may be adversely affected.

We may experience a rapid growth in operations, which may place significant demands on our management team and our operational and financial infrastructure. As we continue to grow, we must effectively identify, integrate, develop and motivate new employees, and maintain the beneficial aspects of our corporate culture. To attract top talent, we believe we will have to offer attractive compensation packages. The risks of over-hiring or over compensating and the challenges of integrating a rapidly growing employee base may impact profitability.

Additionally, if we do not effectively manage our growth, the quality of our services could suffer, which could adversely affect our business, brand and reputation, results of operations and financial condition. If operational, technology and infrastructure improvements are not implemented successfully, our ability to manage our growth will be impaired and we may have to make significant additional expenditures to address these issues. To effectively manage our growth, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. This will require that we refine our information technology systems to maintain effective online services and enhance information and communication systems to ensure that our employees effectively communicate with each other and our growing base of customers. These system enhancements and improvements will require significant incremental and ongoing capital expenditures and allocation of valuable management and employee resources. If we fail to implement these improvements and maintenance programs effectively, our ability to manage our expected growth and comply with the rules and regulations that are applicable to publicly reporting companies will be impaired and we may incur additional expenses.

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We depend heavily on key personnel, and turnover of key senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of our Chief Executive Officer. If we lose his services or if he fails to perform in his current position, or if we are not able to attract and retain skilled employees as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key employees in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

Our management has limited experience in managing the day to day operations of a public company and, as a result, we may incur additional expenses associated with the management of our company.

Our Chief Executive Officer is responsible for the operations and reporting of our company. The requirements of operating as a small public company are new to our management. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that the costs associated with SEC requirements associated with going and staying public are estimated to be approximately $25,000 in connection with this registration statement and thereafter $25,000 annually. If we lack cash resources to cover these costs in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cash flow and financial condition after we commence operations.

Additionally, failure to comply with reporting requirements could result in our registration being revoked. Companies that trade on the Over the Counter Bulletin Board (such as the Company) must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the Bulletin Board. When the Company becomes listed on that market, if it fails to remain current in the Company’s reporting requirements, the Company could be delisted from the Over the Counter Bulletin Board. Further, we have, in the past, failed to comply with our reporting obligations, which resulted in the revocation of the registration of our securities. Once this registration statement is deemed effective, our common stock will be registered once again, and we will again be subject to the reporting requirements of Regulation 13(a) of the Exchange Act. Any failure to meet our reporting obligations could cause investors to lose confidence in our reported financial information, which could have a material adverse effect on its stock price.

Risks Related to our Business

We may be subject to regulatory inquiries, claims, suits prosecutions which may impact our profitability.

Any failure or perceived failure by us to comply with applicable laws and regulations may subject us to regulatory inquiries, claims, suits and prosecutions. We can give no assurance that we will prevail in such regulatory inquiries, claims, suits and prosecutions on commercially reasonable terms or at all. Responding to, defending and/or settling regulatory inquiries, claims, suits and prosecutions may be time-consuming and divert management and financial resources or have other adverse effects on our business. A negative outcome in any of these proceedings may result in changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition and future prospects.  

Our lack of history within our industry makes evaluating our business difficult.

We have a limited operating history within our industry and we may not sustain profitability in the future.

To sustain profitability, we must:

- develop and identify new clients in need of our products;

- compete with larger, more established competitors in pharmaceutical, nutraceutical and biologic industry

- maintain and enhance our brand recognition; and

- adapt to meet changes in our markets and competitive developments.

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We may not be successful in accomplishing these objectives. Further, our lack of operating history within our industry makes it difficult to evaluate our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in highly competitive industries. The historical information in this report may not be indicative of our future financial condition and future performance. For example, we expect that our future annual growth rate in revenues will be moderate and likely be less than the growth rates experienced in the early part of our history. 

Our product will remain subject to ongoing regulatory review and if we fail to comply with continuing regulations, the sale of any of our approved commercial products could be suspended.

The manufacturing, labeling, packaging, adverse event reporting, storage, advertising, promotion, and record keeping related to our products will remain subject to extensive regulatory requirements. If we fail to comply with the regulatory requirements of the FDA and other applicable domestic and foreign regulatory authorities or discover any previously unknown problems with any approved product, manufacturer, or manufacturing process, we could be subject to administrative or judicially imposed sanctions, including:

● restrictions on the products, manufacturers, or manufacturing processes;

● warning letters;

● civil or criminal penalties;

● fines;

● injunctions;

● product seizures or detentions;

● pressure to initiate voluntary product recalls;

● suspension or withdrawal of regulatory approvals; and

● refusal to approve pending applications for marketing approval of new products or supplements to approved applications.

Our industry is highly competitive, and our products may become obsolete.

We are engaged in a rapidly evolving field. Competition from other pharmaceutical companies, nutraceutical companies, biotechnology companies and research and academic institutions is intense and likely to increase. Many of those companies and institutions have substantially greater financial, technical and human resources than we do. Those companies and institutions also have substantially greater experience in developing products, conducting clinical trials, obtaining regulatory approval and in manufacturing and marketing pharmaceutical products. Competitors have developed or are in the process of developing technologies that are, or in the future may be, the basis for competitive products. We are aware of potential competitors developing products similar to ours. Our competitors may succeed in developing products that are more effective and/or cost competitive than our current products, that would render our products less competitive or even obsolete.

Expanding our product offerings or number of offices may not be profitable.

We may choose to develop new products to offer. Developing new products involves inherent risks, including:

- our inability to estimate demand for the new offerings;

- competition from more established market participants;

- a lack of market understanding.

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In addition, expanding into new geographic areas and/or expanding current products offerings is challenging and may require integrating new employees into our culture as well as assessing the demand in the applicable market.

If we are unable to establish suitable sales and marketing capabilities to market and sell our products, we may become profitable

In order to market and sell our products, we currently intend to build and develop our own sales, marketing and distribution operations in the United States, Canada and Europe. Although our management team has previous experience with such efforts, there can be no assurance that we will be successful in building these operations. If we are unable to establish adequate sales, marketing and distribution capabilities, we may not be able to become profitable. We will also be competing with many companies that currently have extensive and well-funded sales and marketing operations. If any of our product candidates are approved, we may be unable to compete successfully against these more established companies.

Risks Related to the Market for our Stock

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.  We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which are independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent directors.  Indeed, we do not have any audit or compensation committee.  These functions are performed by the board of directors as a whole.  No members of the board of directors are independent directors.  Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

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We may in the future issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of additional shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

Substantial future sales of shares of our common stock in the public market could cause our stock price to fall.

If our common stockholders sell substantial amounts of our common stock, or the public market perceives that stockholders might sell substantial amounts of our common stock, the market price of our common stock could decline significantly. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that our management deems appropriate.

We may have difficulty raising additional capital, which could deprive us of the resources necessary to implement our business plan, which would adversely affect our business, results of operation and financial condition.

We expect to continue devoting significant capital resources to fund research and development and marketing. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through the sale of assets, public or private debt or equity financing, collaborative relationships or other arrangements. If our operations expand faster or at a higher rate than currently anticipated, we may require additional capital sooner than we expect. We also may need to raise additional funds sooner to fund more rapid expansion or the development or enhancement of athletic enhancement products, services, capabilities and systems. We are unable to provide any assurance or guarantee that additional capital will be available when needed by our company or that such capital will be available under terms acceptable to our company or on a timely basis.

Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of competitive products by others. If additional funds are raised through the issuance of equity, convertible debt or similar securities of our company, the percentage of ownership of our company by our company’s stockholders will be reduced, our company’s stockholders may experience additional dilution upon conversion, and such securities may have rights or preferences senior to those of our common stock. The preferential rights granted to the providers of such additional financing may include preferential rights to payments of dividends, super voting rights, a liquidation preference, protective provisions preventing certain corporate actions without the consent of the fund providers, or a combination thereof. We are unable to provide any assurance that additional financing will be available on terms favorable to us or at all.

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

Risks Related to Intellectual Property

We may be unable to adequately protect the intellectual property used in our products and product candidates.

Currently, we have not been awarded any patents.  We hold a number of pending patent application on our communications platform and a variety of its features.  These patent application may not be granted or, if granted, the resulting patents may be challenged or invalidated. The absence of patent protection represents a risk in that the Company is not able to prevent other companies from developing a similar product whether or not the Company has a patent. In addition, there can be no assurance that our existing products will not infringe on patents owned by others. To the extent that the Company currently relies on unpatented proprietary technology, copyright and trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, there can be no assurance that others may not independently develop

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similar technology and know-how or that confidentiality will not be breached. Infringement is difficult to detect and costly to prevent. With respect to the protection of our proprietary rights internationally, the laws of some foreign countries may not protect our proprietary rights adequately. In addition, we will not have patent protection in countries where we do not file patent applications. Thus, the measures we are taking to protect our proprietary rights in the United States and abroad may not be adequate and our business may be harmed as a result.

Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.

Litigation or other legal proceedings relating to intellectual property claims, with or without merit, is unpredictable and generally expensive and time consuming and is likely to divert significant resources from our core business, including distracting our technical and management personnel from their normal responsibilities. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities.

We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and more mature and developed intellectual property portfolios. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating or from successfully challenging our intellectual property rights. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace.

If we infringe the rights of third parties we might have to forgo selling our future products, pay damages, or defend against litigation.

If our products and other technologies infringe the proprietary rights of other parties, we could incur substantial costs and we might have to:

	obtain licenses, which might not be available on commercially reasonable terms, if at all;
	abandon an infringing product or product candidate;
	redesign our products to avoid infringement;
	stop using the subject matter claimed in the patents held by others;
	pay damages, and/or
	defend litigation or administrative proceedings which might be costly whether we win or lose, and which could result in a substantial diversion of our financial and management resources.

Any of these events could substantially harm our earnings, financial condition and operations.

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ITEM 2. FINANCIAL INFORMATION

SELECTED FINANCIAL DATA

CHITRCHATR COMMUNICATIONS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

January 31, 2016 and July 31, 2015

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

	January 31,	July 31,
	2016	2015
ASSETS
Current
Cash	$ 1,706	$ 2,543
Amounts receivable	21,240	19,724
Prepaid expenses and deposit	4,172	3,596
	27,118	25,863
Deposit on rent	34,322	34,322
Equipment (Note 6)	145,873	126,751
Intangible asset under development (Note 7)	-	-
	$ 207,313	$ 186,936
LIABILITIES
Current
Accounts payable	$ 157,161	$ 106,066
Accrued liabilities	2,500	23,000
Loans payable (Note 8)	1,022,219	570,020
Subscriptions payable (Note 14)	64,286	-
Due to a related party (Note 10)	392	392
	1,246,558	699,478
Loan payable (Note 8)	-	66,654
	1,246,558	766,132
SHAREHOLDERS’ DEFICIT
Share capital (Note 9)	2,459,364	2,335,614
Contributed surplus (Note 8)	1,214	6,655
Accumulated other comprehensive loss	(25,332)	(27,233)
Accumulated deficit	(3,501,737)	(2,921,861)
Attributable to shareholders of the Company	(1,066,491)	(606,825)
Attributable to non-controlling interest	27,246	27,629
	(1,039,245)	(579,196)
Total Liabilities and Shareholders’ Equity (Deficiency)	$ 207,313	$ 186,936

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Corporate History:

ChitrChatr Communications Inc. (“The Company”) was incorporated on August 22, 2013 in the Province of British Columbia. The Company was formed to develop and launch a communications platform that consolidates all different communications applications, unifying the currently fractured methods of communication that harass the time and energy of all.

Current Operations:

Our principal business objective for the next 12 months will be to complete beta testing and launch our commercial application. Once launched, the Company’s plan for generating revenues is a combination of paid user subscriptions and online advertising.

We have incurred annual operating losses and expect to incur substantial operating losses in the future in connection with the development of our products. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, successfully develop and market our products, and ultimately, achieve profitable operations. Management believes that the Company can continue to operate through June 2016 without obtaining additional working capital.

We may decide to seek additional financing through public or private issuance of equity or through the debt market. However, there can be no assurance that additional financing or partnering revenues will be available to us in the future or on terms that will be acceptable to us. 

Results of Operations:

The Company has not generated revenues to date and the net loss of $579,876 incurred during the six months ended January 31, 2016 is significantly lower as compared to $1,405,532 for the same period ended January 31, 2015. Included in the loss for 2015 was a loss of $1,268,000 on the settlement of debt. Total expenses for the six months ended Janaury 31, 2016 was $183,676 as compared to $144,369 the same period in 2015. The majority of the expenses incurred in 2016 are legal fees totalling $32,512 in connection with general corporate matters and operating cost from India of approximately $60,731 consisting of rent, travel costs, and office and miscellaneous cost.

During the period ended January 31, 2016, the Company incurred salaries and benefits of $321,711 (July 31, 2015: $424,426), consulting fees of $22,253 (July 31, 2015: $65,865) and miscellaneous and small tools expenses of $51,286 (July 31, 2015: $54,872) in connection with the development of the Platform. Due to lack of funding to obtain sufficient evidence to estimate a recoverable amount as at January 31, 2016, the Company wrote off intangible asset of $395,250 and charged it to a consolidated interim statement of loss and comprehensive loss.

On November 21, 2014, the Company terminated the old February 6, 2014 arrangement agreement with TalkTran and replaced it with a new arrangement agreement dated November 21, 2014 (the “New TalkTran Arrangement Agreement”) including a statutory plan of arrangement (the “New TalkTran Arrangement”) with both TalkTran (“TalkTran”) and an additional party, TalkTran Capital Corp. (“Buyco”). Under the New Arrangement and on its closing the following principal steps shall occur in the following order: (1) Buyco shall purchase from the Company all the issued and outstanding shares of TalkTran, by which Buyco shall become the parent of TalkTran; (2) Buyco and TalkTran shall exchange securities on a 1:1 basis (reverse merger), by which TalkTran shall become the parent of Buyco; and (3) TalkTran and the Company shall exchange securities such that TalkTran will issue 29,500,000 of its common shares to the Company in exchange for an exclusive worldwide license to use the near-real-time audio language translation component of the Platform (the “Translation License”).

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On February 27, 2015, the Arrangement completed and there under the Company was issued 29,500,000 common shares of TalkTran as payment for the Translation License. As a result of this transaction, the Company owns 66% of the issued and outstanding shares of TalkTran.

On August 28, 2015, the Company received from Talktran a notice to terminate the asset agreement for a technology license (the “Asset Agreement”), a request that the Company surrender for cancellation the 29,500,000 common shares of Talktran issued as consideration under the Asset Agreement, and a request that the Company refund to Talktran $150,000 paid.

 
 Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

We considered the quality and variability of information regarding the financial condition and operating performance that may have changed in the past and may change in the future that may have a material effect, and have quantified them where possible.  Specifically, we considered risk of variability with changes in contract that may affect the recognition of income and also the possibility of changes in the tax code that may affect the long term rates of return.

 Off Balance Sheet Arrangements.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Burden of SEC Reporting Requirements

We have chosen to become a "reporting company" and hereafter we will be subject to the information and reporting requirements of the Securities Exchange Act of 1934.

Accordingly, we will be obligated to file a Form 10-K with audited financial statements annually, a Form 10-Q with unaudited financial statements quarterly and other reports with the Securities and Exchange Commission that are both costly and time consuming. These filings will place additional burdens on us, both financially and with regard to the demands on the time of our executive officers.  If we cease filing these reports, our common stock would no longer be eligible for quotation on the Over-the-Counter Bulletin Board, and/or OTCQB, which could reduce the value and liquidity of your investment in our shares.  If we are not required under Section 12(g) or otherwise to be a mandatory Exchange Act filer because of the fact that we have less than 500 shareholders, we intend to continue as a voluntary reporting company. In the event that we are unable to establish a base of operations that generates sufficient cash flow or we are unsuccessful in obtaining additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations. If we subsequently decide to cease filing reports, our securities could no longer be quoted on the Over-the-Counter Bulletin Board and/or the OTCQB. This could reduce the value and liquidity of your investment in our shares.

13

ITEM 3. PROPERTIES

The Company’s principal executive offices are located at the address of: 76 Marlyn Court NE Calgary, Alberta T2A 7H5. These offices are provided by the CEO of the company at no cost.

The Company believes that its current office space will be adequate for the foreseeable future. We have no plans to lease additional space in the next twelve months. Should the Company be required to obtain suitable facilities in the future, it believes it can obtain the required facilities at competitive rates.

14

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this registration statement, the number of shares of common stock owned of record and beneficially by executive officers, directors and persons who beneficially own more than 5% of the outstanding shares of our common stock.

Name	Amount and Nature of Beneficial Ownership	Percentage of Class
Rahim Mohamed (1)	16,250,500	45.8%
Holly Roseberry	0	0%
Mehboob Charania	500	0%

(1) Rahim Mohamed has voting and dispositive power over the 16,250,000 shares held by 9265-2114 Quebec Inc. Rahim Mohamed personally holds 500 shares.

15

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about our directors and executive as of July 31, 2105:

Name	Age	Position(s)
Rahim Mohamed	40	President, CEO, and Director
Wesley Rosso	38	CFO
Holly Roseberry	64	Director
Mehboob Charania	61	Director

Rahim Mohamed – President, CEO, and Director

Mr. Mohamed has served as President, CEO, and a Director since August 22, 2013. Mr. Mohamed has experience in business management and investor relations. He was the General Manager of IR Consultants, Inc. in Calgary, Alberta from 2006 to 2009 where he oversaw a team providing investor relations services to corporate clientele. From 2006 to 2011, he was the President of Summa Development Corporation, a Calgary based company that oversaw the business operations of a luxury condominium developer. He was appointed as the President, Chief Executive Officer and a Director of Agau Resources Inc. (NEX: AGS.H) in January 2013. Mr. Mohamed holds a Bachelor of General Studies in Management from Athabasca University in Calgary. Mr. Mohamed will continue in his capacity as President, Chief Executive Officer, and Director at least until the next annual meeting of shareholders of the Company, which will be held within six months of our fiscal year end, July 31^st.

Wesley Rosso – CFO

Mr. Rosso has served as CFO since August 22, 2013. Mr. Rosso is a businessperson and entrepreneur. He is currently the President of Rosso Enterprises Inc. and has held such position since 2010. Rosso Enterprises is a painting business servicing the commercial and residential real estate markets in Kelowna, BC. From 2000 to 2010, he operated a sole proprietorship, Rosso Painting in Kelowna, BC. Mr. Rosso has been a Director of Agau Resources Inc. (NEX: AGS.H) since January 2013. Mr. Rosso holds a BBA from Okanagan University College in Kelowna with majors in accounting and financial management. Mr. Rosso will continue in his capacity as Chief Financial Officer at least until the next annual meeting of shareholders of the Company, which will be held within six months of our fiscal year end, July 31^st.

Holly Roseberry – Director

Ms. Roseberry has served as a Director since August 22, 2013. Ms. Roseberry has acted as an independent business consultant for the past 10 years. She was Secretary, Treasurer and Chief Financial Officer of Li-ion Motors Corp. (Terra Inventions Corp.) from February 2002 to November 2002. From 2002 to 2009 she was President, Chief Executive Officer and as a Director of Li-ion and from 2002 to 2011 she was a Director. She holds a Bachelor of Arts degree from Sacred Heart University in Bridgeport, Connecticut. Ms. Roseberry will continue in her capacity as Director at least until the next annual meeting of shareholders of the Company, which will be held within six months of our fiscal year end, July 31^st.

Mehboob Charania – Director

Mr. Charania has served as a Director since August 22, 2013. Mr. Charania has been the owner and operator of Infusion Bistro, a restaurant located in Calgary, Alberta since June 2001. He was the President, Chief Executive Officer, Secretary Treasurer and Director of Sky Power Solutions Corp. (formerly Superlattice Power, Inc.) (OTCBB: SLAP) from November 2010 to July 2012. He was the Secretary, Treasurer, Chief Financial Officer and a Director of Li-ion Motors Corp. from November 15, 2002, to November 28, 2008. Mr. Charania has an industrial designer product specialist degree from The Ontario College of the Arts, in Toronto, Canada. Mr. Charania will continue in his capacity as Director at least until the next annual meeting of shareholders of the Company, which will be held within six months of our fiscal year end, July 31^st.

16

Family Relationships.

None.

Involvement in Certain Legal Proceedings.

Other than as disclosed below, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past ten years. 

Rahim Mohamed, President, CEO and a director of the Company, was a director of Itiva from October 2, 2006 to September 21, 2007. On July 30, 2009, Itiva was subject to a cease order (the “Order”) issued by the British Columbia Securities Commission for failing to file a report of exempt distribution after distributing securities in reliance upon certain prospectus exemptions to investors resident in British Columbia. The necessary reports of exempt distribution were filed with the Commission on August 6, 2009 and the Order was lifted on October 6, 2009.

17

ITEM 6. EXECUTIVE COMPENSATION

The Company incurred consulting fees of $30,000 in the fiscal year-end July 31, 2015 and $32,500 in the previous annual period to Next Consulting and Communications, a company controlled by Rahim Mohamed. The Company incurred consulting fees of $4,590 in the fiscal year-end July 31, 2015 and $50,099 in the previous annual period to Holly Roseberry.

There are no current employment agreements between the Company and its executive officer or understandings regarding future compensation.

The following table shows for the period ended July 31, 2015, the compensation awarded (earned) or paid by us to our named executive officers or acting in a similar capacity as that term is defined in Item 402(a)(2) of Regulation S-K. There are no understandings or agreements regarding compensation that our management will receive after a business combination that is required to be included in this table, or otherwise.

Name:	Fiscal Year End:	Salary, Fees, Commissions ($):	Bonus ($):	Stock Awards ($):	Stock Options ($):	All Other Compensation ($):	Total ($):
Rahim Mohamed CEO, Pres., Director	July 31, 2015 July 31, 2014	30,000 32,500	- -	- -	- -	- -	30,000 32,500
Wesley Rosso CFO	July 31, 2015 July 31, 2014	- -	- -	- -	- -	- -	- -
Holly Roseberry Director	July 31, 2015 July 31, 2014	4,590 50,099	- -	- -	- -	- -	4,590 50,099
Mehboob Charania Director	July 31, 2015 July 31, 2014	- -	- -	- -	- -	- -	- -

18

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We utilize the office space and equipment of our management at no cost.

Except as set forth above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.

As of January 31, 2016, the Company owed Mehboob Charania, one of the Company’s directors, $392. The amount owed is unsecured, non-interest bearing, and due on demand.

Board Independence:

The Board of Directors consists of the following: Mr. Rahim Mohamed, Mr. Mehboob Charania, and Ms. Holly Roseberry. The company considers a director “independent” if they are neither an officer nor an employee of either the company or an affiliate of the company. By this definition, both Mehoob Charania and Holly Roseberry have been determined to be independent, while Rahmin Mohamed is not independent.

19

ITEM 8. LEGAL PROCEEDINGS

In the ordinary course of our business, we may be subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. Presently, there are not any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

20

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is quoted on the OTC Grey marketplace under the symbol “CHICF.” As of February 9, 2016 our market maker stopped publishing a quote for our common stock. The following table sets forth for the periods indicated the high and low closing bid prices per share of our common stock as reported by the OTC Markets Group. These prices reflect inter-dealer quotations, without retail markups, markdowns, or commissions, and do not necessarily represent actual transactions:

		High		Low
Fiscal 2016
Second Quarter	$	0.39	$	0.07
First Quarter	$	0.80	$	0.16
Fiscal Year 2015
Fourth Quarter	$	1.05	$	0.24
Third Quarter	$	1.95	$	0.64
Second Quarter	$	1.69	$	0.46
First Quarter	$	1.76	$	0.27
Fiscal Year 2014
Fourth Quarter	$	1.61	$	0.30
Third Quarter	$	1.56	$	0.51
Second Quarter	$	1.30	$	0.48

As of March 1, 2016, 4,050,000 of our shares of common stock are subject to outstanding warrants.

As of February 9, 2016 the closing price of our common stock as reported by the OTC Markets Group was $0.11 per share.

As of March 1, 2016, we had 35,500,000 shares of common stock outstanding.

Holders 

As of March 1, 2016, the Company had 136 stockholders of record of its common stock. The number of record holders was determined from the records of the Company's transfer agent.

Dividends

We have not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of our management to utilize all available funds for the development of our business. The payment of dividends will be at the discretion of our Board of Directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payments of dividends present in any of our future debt agreements and other factors our Board of Directors may deem relevant. The payment of dividends will also be subject to the requirements of the Nevada Revised Statutes.

21

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

· On October 15, 2015, the Company closed a private placement of 750,000 units at $0.16 per unit for gross proceeds of $123,750. Each “unit” consisted of 1 common share and 1 warrant exercisable to purchase 1 additional common share at $0.22 per share with an expiry date of October 15, 2020.

· On October 20, 2014, the Company closed a private placement of 1,700,000 units at $0.15 per unit for gross proceeds of $255,000. Each “unit” consisted of 1 common share a 1 warrant exercisable to purchase 1 additional common share at $0.20 per share with an expiry date of October 20, 2019.

· On October 20, 2014, the Company 1,600,000 units to various creditors in exchange for full satisfaction of $300,000 in debt. Each “unit” consisted of 1 common share and 1 warrant exercisable to purchase 1 additional common share at $0.1875 per share with an expiry date of October 20, 2019. The fair value of the 1,600,000 units was $1,568,000, resulting in the company recording a $1,268,000 loss on this settlement.

22

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

We are authorized by our Certificate of Incorporation to issue an unlimited amount of common stock without par value (the "Common Stock") As of of the date of this registration statement, 35,500,000 shares of Common Stock were issued and outstanding. Our Articles of Incorporation do not provide for the issuance of any other class of stock.

Common Stock

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

All of our outstanding shares of Common Stock are fully paid and non-assessable.

23

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our directors and officers have not signed any indemnification agreements.

24

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Our financial statements appear on pages 28 through 70 of this Registration Statement.

25

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There are not and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.

26

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

a. Financial Statements

Our financial statements appear beginning on the following page of this registration statement.

Exhibits

Exhibit Number	Description
3,1		Certificate of Incorporation*
3.2		By-Laws *

______________

* Filed herewith

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

A

	ChitrChatr Communications, Inc.
Date: April 29, 2016	_/s/Rahim Mohamed
	By: Rahim Mohamed
	Chief Executive Officer
Date: April 29, 2016	_/s/Holly Roseberry
	By: Holly Roseberry
	Director

27

CHITRCHATR COMMUNICATIONS INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and six months ended January 31, 2016

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

28

NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these condensed consolidated interim financial statements.

29

CHITRCHATR COMMUNICATIONS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

January 31, 2016 and July 31, 2015

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

	January 31,	July 31,
	2016	2015
ASSETS
Current
Cash	$ 1,706	$ 2,543
Amounts receivable	21,240	19,724
Prepaid expenses and deposit	4,172	3,596
	27,118	25,863
Deposit on rent	34,322	34,322
Equipment (Note 6)	145,873	126,751
Intangible asset under development (Note 7)	-	-
	$ 207,313	$ 186,936
LIABILITIES
Current
Accounts payable	$ 157,161	$ 106,066
Accrued liabilities	2,500	23,000
Loans payable (Note 8)	1,022,219	570,020
Subscriptions payable (Note 14)	64,286	-
Due to a related party (Note 10)	392	392
	1,246,558	699,478
Loan payable (Note 8)	-	66,654
	1,246,558	766,132
SHAREHOLDERS’ DEFICIT
Share capital (Note 9)	2,459,364	2,335,614
Contributed surplus (Note 8)	1,214	6,655
Accumulated other comprehensive loss	(25,332)	(27,233)
Accumulated deficit	(3,501,737)	(2,921,861)
Attributable to shareholders of the Company	(1,066,491)	(606,825)
Attributable to non-controlling interest	27,246	27,629
	(1,039,245)	(579,196)
Total Liabilities and Shareholders’ Equity (Deficiency)	$ 207,313	$ 186,936

Approved by the Board of Directors:       ___“Mehboob Charania”__________________ Director         “Rahim Mohamed” Director

30

CHITRCHATR COMMUNICATIONS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

for the three and six months ended January 31, 2016 and 2015

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

	For the three months ended January 31,		For the six months ended January 31,
	2016	2015	2016	2015
Administrative expenses
Accounting and audit fees	$ 9,100	$ 3,000	$ 11,100	$ 6,050
Advertising and promotion	32	4,798	2,746	5,967
Consulting fees (Note 10)	-	10,000	-	17,590
Interest and bank charges	12,578	-	15,833	-
Legal fees	21,419	49,939	32,512	50,418
Listing fees	5,841	1,500	11,700	4,725
Office and miscellaneous	28,079	1,750	60,731	3,147
Rent, utilities and repairs and maintenance	7,989	-	26,164	-
Shareholder communications	1,532	10,489	2,452	10,489
Transfer agent	1,357	2,268	2,980	4,055
Travel	3,512	30,443	17,458	41,928
Loss before other items	(91,439)	(114,187)	(183,676)	(144,369)
Other (expenses) income:
Gain on settlement of accounts payable	-	-	703	6,429
Loss on settlement of debts for shares	-	-	-	(1,268,000)
Write-down of intangible asset	(208,461)	-	(395,250)	-
Foreign exchange (loss) income	(1,759)	10,526	(2,306)	409
Net loss for the period	(301,659)	(103,661)	(580,259)	(1,405,532)
Other comprehensive loss
Exchange difference on translating foreign operations	4,236	(8,142)	1,901	(12,266)
Total comprehensive loss for the period	$ (297,423)	$ (11,210)	$ (578,358)	$ (1,417,798)

Net loss attributable to non-controlling interest	$ (281)	$ -	$ (383)	$ -
Net loss attributable to shareholders of the Company	(301,378)	(103,661)	(579,876)	(1,405,532)
Net loss for the period	$ (301,659)	$ (103,661)	$ (580,259)	$ (1,405,532)
Total comprehensive loss attributable to non-controlling interest	$ (281)	$ -	$ (383)	$ -
Total loss attributable to shareholders of the Company	(297,142)	(103,661)	(577,975)	(1,417,798)
Total comprehensive loss for the period	$ (297,423)	$ (103,661)	$ (578,358)	$ (1,417,798)
Basic and diluted loss per share	$ (0.01)	$ (0.00)	$ (0.02)	$ (0.04)
Weighted average number of common shares outstanding	35,500,000	34,750,000	35,190,217	33,307,377

31

CHITRCHATR COMMUNICATIONS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

for the six months ended January 31, 2016 and 2015

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

	For the six months ended January 31,
	2016	2015
Operating Activities
Net loss for the period	$ (580,259)	$ (1,405,532)
Charges to income not affecting cash:
Loss on settlement of debts for shares	-	1,268,000
Gain on settlement of accounts payable	(703)	(6,429)
Write-off of intangible asset	395,250	-
Unrealized foreign exchange	(282)	9,136
Changes in non-cash working capital items  related to operations:
Amount receivables	(1,603)	(490)
Prepaid expenses and deposit	2,430	976
Accounts payable and accrued liabilities	30,919	(39,273)
Cash used in operating activities	(154,248)	(182,998)
Financing Activities
Loans payable	380,105	519,378
Subscriptions payable	64,286	-
Proceeds from issue of common shares	123,750	255,000
Share issue cost	-	(9,386)
Cash provided by financing activities	568,141	774,378
Investing Activities
Equipment	(42,971)	(33,005)
Intangible asset under development expenditures	(371,780)	(261,355)
Cash used in investing activities	(414,751)	(294,360)
Effect of unrealized foreign exchange gain or loss on cash	21	2,689
Increase (decrease) in cash during the period	(837)	299,709
Cash, beginning of period	2,543	20,302
Cash, end of the period	$ 1,706	$ 320,011
Non-cash Transactions
Loans Payable	$ 5,441	$ (300,000)
Share Capital	$ -	$ 300,000
Contributed Surplus	$ (5,441)	$ -

32

CHITRCHATR COMMUNICATIONS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)

for the six months ended January 31, 2016 and 2015

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

				Accumulated Other		Non-
	Number of Shares	Share Capital	Contributed Surplus	Comprehensive Income (Loss)	Accumulated Deficit	controlling Interest	Total
Balance,  July 31, 2014	31,450,000	$ 522,000	$ -	$ (957)	$ (338,253)	$ -	$ 182,790
Shares issued for cash @ $0.15	1,700,000	255,000	-	-	-	-	255,000
Pursuant to debt settlement  agreements	1,600,000	1,568,000	-	-	-	-	1,568,000
Share issue costs	-	(9,386)	-	-	-	-	(9,386)
Loss for the period	-	-	-	(12,266)	(1,405,532)	-	(1,417,798)
Balance as at January 31, 2015	34,750,000	2,335,614	-	(13,223)	(1,743,785)	-	578,606
Discount on promissory note payable  (Note 8)	-	-	6,655	-	-	-	6,655
Investment from non-controlling  interest (Note 5)	-	-	-	-	-	283,170	283,170
Loss for the period	-	-	-	(14,010)	(1,178,076)	(255,541)	(1,447,627)
Balance,  July 31, 2015	34,750,000	2,335,614	6,655	(27,233)	(2,921,861)	27,629	(579,196)
Shares issued for cash @ $0.165	750,000	123,750	-	-	-	-	123,750
Modification of promissory note payable	-	-	(5,441)	-	-	-	(5,441)
Loss for the period		-	-	1,901	(579,876)	(383)	(578,358)
Balance, January 31, 2016	35,500,000	$ 2,459,364	$ 1,214	$ (25,332)	$ (3,501,737)	$ 27,246	$ (1,039,245)

33

CHITRCHATR COMMUNICATIONS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

January 31, 2016

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

1. Nature and Continuance of Operations

The consolidated financial statements represent the accounts of ChitrChatr Communications Inc. (the “Company” or “ChitrChatr Communications”) incorporated in British Columbia on August 22, 2013, and its subsidiaries, ChitrChatr Technology Inc. (“ChitrChatr Technology”), ChitrChatr Communications Pvt. Ltd. (“ChitrChatr India”), TalkTran Communications Corp. (“TalkTran”), TalkTran Capital Corp. (“Talktran Capital”) and 9299-7345 Quebec Inc. (“9299-7345 Quebec”).

The Company is developing a Comprehensive Universal Unified Communications Platform (“CUUCP”) application program, featuring voice, video, conference calls, chat, text/SMS, fax/email, and social networking, all rolled into one application. CUUCP services will be made available to the end users as an application they can access via a browser and optionally install on their desktop, tablet personal computer, smart phone and on dedicated hardware devices.

The head office of the Company is 76 Marlyn Court NE, Calgary, Alberta, T2A 7H5.

2. Basis of Preparation

Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and interpretations of the IFRS Interpretations Committee (“IFRIC”), applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34 – Interim Financial Reporting.

These financial statements are authorized for issue by the Board of Directors on March 23, 2016.

Going Concern

At January 31, 2016, the Company had working capital deficiency of $1,219,440 (July 31, 2015 - deficiency of $673,615), had not yet achieved profitable operations, has accumulated losses of $3,501,737 since its inception and expects to incur further losses in the development of its business, all of which casts significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to conduct its development of CUUCP, meet its on-going levels of corporate overhead and discharge its liabilities as they come due. These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge liabilities in the normal course of business. Although the Company presently has sufficient financial resources to undertake its currently planned work programs and has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. Accordingly, it does not give effect to adjustments, if any that would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and liquidate its liabilities in other than the normal course of business and at amounts which may differ from those shown in these consolidated financial statements.

34

2. Basis of Preparation (cont’d)

Basis of Measurement

These condensed consolidated interim financial statements have been prepared on an accrual basis, except for cash flow information, and are based on historical costs except for certain financial instruments which are measured at fair value. The consolidated financial statements are presented in Canadian dollars.

The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment of complexity or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4.

3. Significant Accounting Policies

Accounting standards issued but not yet applied

The following new standards and interpretations are not yet effective and have not been applied in preparing these condensed consolidated interim financial statements. The Company is currently evaluating the potential impacts of these new standards and does not anticipate any material changes to the condensed consolidated interim financial statements upon adoption of these new and revised accounting pronouncements.

• IFRS 9 – Financial Instruments (effective January 1, 2018) introduces new requirements for the classification and measurement of financial assets, and will replace IAS 39. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple classification options available in IAS 39.

• IFRS 15 Revenue from Contracts with Customers provides a single principle-based framework to be applied to all contracts with customers. IFRS 15 replaces the previous revenue standard IAS 18, Revenue, and the related Interpretations on revenue recognition. The standard scopes out contracts that are considered to be lease contracts, insurance contracts and financial instruments. The new standard is a control-based model as compared to the existing revenue standard which is primarily focused on risks and rewards. Under the new standard, revenue is recognized when a customer obtains control of a good or service. Transfer of control occurs when the customer has the ability to direct the use of and obtain the benefits of the good or service. This standard is effective for reporting periods beginning on or after January 1, 2018.

35

4. Use of Estimates and Judgments

The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting period.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements is included in the following notes:

Determination of functional currency

The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities, retention of operating cash flows, and frequency of transactions with the reporting entity.

Impairment

Assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts and also at each reporting period. The assessment of the carrying amount often requires estimates and assumptions such as discount rates, future capital requirements and future operating performance.

Going concern

The assumption that the Company is a going concern and will continue in operation for the foreseeable future and at least one year is a judgment. The factors considered by management are disclosed in Note 2.

5. Plans of arrangements

Arrangement Agreement with TalkTran Capital Corp.

On November 21, 2014, the Company entered into an arrangement agreement (the “TalkTran Arrangement Agreement”) which included a statutory plan of arrangement (the “TalkTran Arrangement”) with TalkTran Communications Corp. (“TalkTran”), a wholly-owned subsidiary of the Company, and an additional party, TalkTran Capital Corp. (“Buyco”). Under the TalkTran Arrangement and on its closing date being February 27, 2015, the following principal steps occurred in the following order:

(a) Buyco purchased from the Company all the issued and outstanding shares of TalkTran, by which Buyco became the parent of TalkTran (the “Purchase Shares”);

(b) Buyco and TalkTran exchanged securities on a 1:1 basis (reverse merger), by which TalkTran became the parent of Buyco;

(c) TalkTran and the Company exchanged securities such that TalkTran issued 29,500,000 of its common shares to the Company in exchange for an exclusive worldwide license (the “Translation License”) to use the Translation Asset; and

(d)The Purchase Shares were cancelled.

36

5. Plans of arrangements (cont’d)

As a result of this transaction, the Company recorded a gain of $11,683 and owned 66% of the issued and outstanding shares of TalkTran resulting in the creation of a non-controlling interest of $283,170. As at July 31, 2015, the Company owned 66% of the issued and outstanding shares of TalkTran.

On August 28, 2015, the Company received from Talktran a notice to terminate the asset agreement for the translation license, a request that the Company surrender for cancellation the 29,500,000 common shares of Talktran issued as consideration under the Asset Agreement, and a request that the Company refund to Talktran $150,000 paid. No formal agreement has been signed with Talktran as at January 31, 2016.

6. Equipment

		Computer	Office
	Automotive	Equipment	Equipment	Total
Cost
Balance July 31, 2014	$ -	$ 3,994	$ 8,332	$ 12,326
Addition	6,712	87,384	37,996	132,092
Foreign exchange	-	544	1,136	1,681
Balance July 31, 2015	6,712	91,922	47,464	146,098
Addition	-	35,328	2,262	42,971
Foreign exchange	102	(716)	4,091	3,477
Balance January 31, 2016	$ 6,814	$ 126,534	$ 59,198	$ 192,546

Depreciation and impairment loss
Balance July 31, 2014	$ -	$ 333	$ 694	$ 1,027
Depreciation	742	10,986	5,600	17,328
Foreign exchange	-	495	497	992
Balance July 31, 2015	742	11,814	6,791	19,347
Depreciation	1,097	16,311	8,862	26,270
Foreign exchange	53	348	655	1,056
Balance January 31, 2016	$ 1,892	$ 28,473	$ 16,308	$ 46,673

Carrying amounts
Balance, July 31, 2015	$ 5,970	$ 80,108	$ 40,673	$ 126,751
Balance, January 31, 2016	$ 4,922	$ 98,061	$ 42,890	$ 145,873

37

7. Intangible assets

	Platform	Total
Cost
As at July 31, 2014	$ 647,584	$ 647,584
Additions	545,163	545,163
Impairment	(1,192,747)	(1,192,747)
As at July 31, 2015	-	-
Additions	395,250	186,789
Impairment	(395,250)	(186,789)
As at January 31, 2016	$ -	$ -

The Company is developing a Comprehensive Universal Unified Communications Platform (“CUUCP”) application program, featuring voice, video, conference calls, chat, text/SMS, fax/email, and social networking, all rolled into one application.

During the period ended January 31, 2016, the Company incurred salaries and benefits of $321,711 (July 31, 2015: $424,426), consulting fees of $22,253 (July 31, 2015: $65,865) and miscellaneous and small tools expenses of $51,286 (July 31, 2015: $54,872) in connection with the development of the Platform. Due to lack of funding to obtain sufficient evidence to estimate a recoverable amount as at January 31, 2016, the Company wrote off intangible asset of $395,250 and charged it to a consolidated interim statement of loss and comprehensive loss.

In July, 2013, the Company acquired a Universal Unified Communications Platform (UUCP) application program from 9265-2114 Quebec Inc., a private company owned and controlled by Rahim Mohamed, a current CEO and director of the Company. In consideration of this asset acquisition, the purchase price of $350,000 was satisfied by the issuance of 16,250,000 common shares of the Company at a fair value of $0.02 for total fair value of $325,000 and cash payments of $25,000.

38

8. Loans Payable

On January 20, 2015 and as amended and restated on January 1, 2016, the Company entered into a promissory note payable with Transglobal Assets Management Incorporated (“Lender”), a company where a shareholder of the Company is a director and a president of the Lender. The lender shall extend to the Company a line of credit up to $2,000,000 from which the Company may request draw-down payments at anytime during the year following the date of this promissory note of which the Company had utilized $73,309 from this promissory note. The promissory note bears interest at 7% per annum and is secured with a floating charge security interest over all of the Company’s present or after acquired assets and has a maturity date of an earlier of December 31, 2016, a date that interest is in default, a date that the Company goes bankruptcy, a date that trading of the Company’s common shares on a stock exchange is suspended and a date of change of control of the Company. Interest is payable six months subsequent to the accrual date with a seven-day grace period.

The promissory note payable of $73,309 was accounted for at amortized cost using the effective interest rate method with the effective interest rate of 10% per annum. The debt discount of $6,655 was credited to contributed surplus, debited to loans payable and being amortized over the term of the note. As at July 31, 2015, the carrying value was $66,654.

As at January 31, 2016, the Company has utilized $1,022,219 of the promissory note consisting of the modification of the promissory note to its face value of $73,309 by debiting contributed surplus and crediting loans payable by $5,441, effective November 1, 2015 the assumption of $745,339 of debt which was owed to the same above shareholder, who is a director and a president of the Lender, and companies owned by him and $203,571 in draw-down payments made during the period ended January 31, 2016. Included in accounts payable is $13,209 in accrued interest payable

As at January 31, 2016, the Company owed $NIL (July 31, 2015: $570,020) to the same above shareholder, who is a director and a president of the Lender, and companies owned by him. The amounts owed are unsecured, non-interest bearing and due on demand.

9. Share Capital

a) Authorized

Unlimited common shares, without par value.

b) Issued

During the six months ended January 31, 2016

On October 15, 2015, the Company closed a private placement of 750,000 units at $0.165 per unit for gross proceeds of $123,750, with each unit comprised of 1 common share and 1 warrant exercisable to purchase 1 additional common share at $0.22 per share for 5 years.

39

9. Share Capital (cont’d)

b) Issued

During the year ended July 31, 2015:

On October 20, 2014, the Company closed a private placement of 1,700,000 units at $0.15 per unit for gross proceeds of $255,000, with each unit comprised of 1 common share and 1 warrant exercisable to purchase 1 additional common share at $0.20 per share with an expiry date of October 20, 2019. Also, the Company settled $300,000 of debts owed to creditors by issuing 1,600,000 units at a fair value of $1,568,000 resulting loss on settlement of debts for shares of $1,268,000. Each unit comprises of 1 common share and 1 warrant exercisable to purchase 1 additional common share at $0.1875 per share with an expiry date of October 20, 2019.

c) Share Purchase Warrants

A summary of the Company’s share purchase warrants outstanding are presented below:

	Number of	Weighted Average Exercise
	Warrants	Price
Outstanding, July 31, 2014	-	-
Issued	3,300,000	$0.19
Outstanding, July 31, 2015	3,300,000	$0.19
Issued	750,000	$0.22
Outstanding, January 31, 2016	4,050,000	$0.20

As at January 31, 2016, the Company had a weighted average remaining contractual life of 3.9 years and had 4,050,000 share purchase warrants outstanding as follows:

Number of	Exercise
Warrants	Price	Expiry Date
1,700,000	$0.20	October 20, 2019
1,600,000	$0.1875	October 20, 2019
750,000	$0.22	October 15, 2020
4,050,000

40

10. Related Party Transactions

As at January 31, 2016, the Company owed $392 (July 31, 2015: $392) to a director of the Company. The amount owed is unsecured, non-interest bearing and due on demand.

Also, refer to Note 7 for a related party transaction.

Key management personnel compensation

The Company considers its President, Chief Executive Officer, Chief Financial Officer and the directors of the Company to be key management. During the six month period ended January 31, 2016 the Company incurred the following:

The Company incurred $Nil (January 31, 2015: $14,590) in consulting fees to a director of the Company.

The transaction above is in the normal course of operation and is measured at the agreed to value which represents the amount of consideration established and agreed to by the related party.

11. Segment Information

Management has determined that the Company has one operating segment, which involves the development of the Platform application program. Geographical information is as follows:

	January 31,	January 31,
	2016	2015
Net losses
Canada	$ 114,356	$ 146,918
India	465,903	-
	$ 580,259	$ 146,918

Total Assets
	January 31, 2016	July 31, 2015
Canada	$ 24,714	$ 24,013
India	182,599	162,923
	$ 207,313	$ 186,936

41

12. Financial Instruments

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Fair value

The Company has classified fair value measurements of its financial instruments using a fair value hierarchy that reflects the significance of inputs used in making the measurements as follows:

Level 1: Valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

As at January 31, 2016, the fair values of financial instruments measured on a recurring basis include cash, determined based on level one inputs and consisting of quoted prices in active markets for identical assets The fair values of other financial instruments, which include receivables, due to related party, accounts payable and accrued liabilities and loans payable with due on demand approximate their carrying values due to the relatively short-term maturity of these instruments. The long-term loan payable bears an interest rate of 7% per annum with a maturity date of January 20, 2018 and was accounted for at amortized cost using the effective interest rate method with the effective interest rate of 10% per annum.

Foreign exchange risk

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The majority of the Company’s administrative operations are carried out in Canada; however the programming and developments of CUUCP are carried out in India through its foreign subsidiary which operates out of India and are denominated in Indian rupee. As at January 31, 2016, the Company has Indian rupee cash of RS70,786, accounts payable and accrued liabilities of RS$1,195,509 and loans payable of $NIL which is translated at $0.02074 for every RS$1. These factors expose the Company to foreign currency exchange rate risk, which could have a material adverse effect on the profitability of the Company. A 10% appreciation or depreciation of the Canadian dollar against the India rupee would increase/decrease profit or loss by approximately $23,400. The Company currently does not plan to enter into foreign currency future contracts to mitigate this risk.

Credit risk

The Company’s cash is largely held in large Canadian financial institutions. The Company does not have any asset-backed commercial paper. The Company’s receivables consist of GST receivable due from the Federal Government of Canada. The Company maintains cash deposits with Schedule A financial institutions, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.

42

12. Financial Instruments (cont’d)

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The long-term loan payable bears an interest rate of 7% per annum with a maturity date of January 20, 2018. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.

Liquidity risk

The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. As at January 31, 2016, the Company has cash of $1,706 and current liabilities of $1,246,558 and as a result, has a working capital deficiency of $1,219,440. The Company intends to meet its current obligations in the following year with funds to be raised through private placements, shares for debt, loans and related party loans.

13. Capital Risk Management

The Company defines its capital as shareholders’ equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its technologies and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the Company is in the development stage, its principal source of funds is from the issuance of common shares and loans proceeds.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debts, acquire or dispose of assets or adjust the amount of cash. During the period ended January 31, 2016, the Company has $1,022,219 in loans payable. (Note 8)

The Company is not subject to externally imposed capital requirements.

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14. Commitments

Operating lease

During the year ended July 31, 2015, the Company leased an office space in India under a lease arrangement for a period of 5 years. Future minimum lease payments are as follows:

2016 $ 44,000

2017 44,000

2018 44,000

2019 44,000

2020 41,000

Private placement

On January 14, 2016, the Company announced that it has arranged a non-brokered private placement. The private placement will be for up to 3.75 million units at eight cents per unit for gross proceeds of up to $300,000. Each unit will comprise one common share and one warrant. Each warrant will be exercisable to purchase one additional common share at 11 cents per common share for up to five years from the issue date of such warrants. As at January 31, 2016, the Company has received $64,286 in subscriptions in connection with this private placement.

44

CHITRCHATR COMMUNICATIONS INC.

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended July 31, 2015 and 2014

(Stated in Canadian Dollars)

45

Adam Kim

ADAM SUNG KIM LTD.

CHARTERED PROFESSIONAL ACCOUNTANT

UNIT 114B (2^nd floor)

8988 FRASERTON COURT

BURNABY, BC, V5J 5H8

T: 604.318.5465

F: 604.688.8479

INDEPENDENT AUDITOR’S REPORT

To: the Shareholders of

ChitrChatr Communications Inc.

I have audited the accompanying consolidated financial statements of ChitrChatr Communications Inc. (the “Company”), which comprise the consolidated statements of financial position as at July 31, 2015 and July 31, 2014, and the consolidated statements of loss and comprehensive loss, consolidated statements of cash flows and consolidated statements of changes in equity (deficiency) for the years ended July 31, 2015 and July 31, 2014, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

My responsibility is to express an opinion on these consolidated financial statements based on my audits. I conducted my audits in accordance with Canadian generally accepted auditing standards. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained in my audits is sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2015 and July 31, 2014, and its financial performance and its cash flows for the years ended July 31, 2015 and July 31, 2014 in accordance with International Financial Reporting Standards.

Emphasis of Matter

Without qualifying my opinion, I draw attention to Note 1 in the consolidated financial statements which indicates that the Company has incurred losses to date. This condition, along with other matters as set forth in Note 2, indicates the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

“Adam Sung Kim Ltd.”

Chartered Professional Accountant

Burnaby, British Columbia

November 25, 2015

46

CHITRCHATR COMMUNICATIONS INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

July 31, 2015 and 2014

(Stated in Canadian Dollars)

	2015	2014
ASSETS
Current
Cash	$ 2,543	$ 20,302
Amounts receivable	19,724	7,919
Prepaid expenses and deposit	3,596	10,192
	25,863	38,413
Deposit on rent	34,322	-
Equipment (Note 6)	126,751	11,299
Intangible asset under development (Note 7)	-	647,584
	$ 186,936	$ 697,296
LIABILITIES
Current
Accounts payable	$ 106,066	$ 123,030
Accrued liabilities	23,000	21,800
Loans payable (Note 8)	570,020	369,284
Due to a related party (Note 10)	392	392
	699,478	514,506
Loan payable (Note 8)	66,654	-
	766,132	514,506
SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share capital (Note 9)	2,335,614	522,000
Contributed surplus (Note 8)	6,655	-
Accumulated other comprehensive income (loss)	(27,233)	(957)
Accumulated deficit	(2,921,861)	(338,253)
Attributable to shareholders of the Company	(606,825)	182,790
Attributable to non-controlling interest	27,629	-
	(579,196)	182,790
Total Liabilities and Shareholders’ Equity (Deficiency)	$ 186,936	$ 697,296
Nature of Operations (Note 1)
Subsequent Events (Note 16)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

Approved by the Board of Directors on November 25, 2015:     ___“Mehboob Charania”__________________ Director         “Rahim Mohamed” Director

47

CHITRCHATR COMMUNICATIONS INC.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

for the years ended July 31, 2015 and 2014

(Stated in Canadian Dollars)

	2015	2014
Administrative expenses
Accounting and audit fees	$ 35,275	$ 24,800
Advertising and promotion	38,115	38,230
Consulting fees (Note 10)	38,760	83,695
Interest and bank charges (Note 8)	4,915	657
Legal fees	101,223	74,593
Regulatory filing fees	10,458	33,836
Rent, utilities and repairs and maintenance	54,170	-
Office and miscellaneous	30,568	3,091
Shareholder communications	10,976	1,500
Transfer agent	14,024	9,943
Travel	62,267	11,799
Loss before other items	(400,751)	(282,144)
Other (expense) income:
Foreign exchange (loss) gain	(9,599)	(292)
Charge related to public company listing (Note 5)	-	(15,000)
Arrangement agreement with Talktran Capital Corp. (Note 5)	11,683	-
Gain on settlement of accounts payable	20,265	-
Loss on settlement of debts for shares (Note 9 (b))	(1,268,000)	-
Write-off of intangible assets(Note 7)	(1,192,747)	-
	(2,438,398)	(15,292)
Net loss for the year	(2,839,149)	(297,436)
Other comprehensive loss
Exchange difference on translating foreign operations	(26,276)	(957)
Total comprehensive loss for the year	$ (2,865,425)	$ (298,393)
Net loss attributable to non-controlling interest	$ (255,541)	$ -
Net loss attributable to shareholders of the Company	(2,583,608)	(298,393)
Net loss for the year	$ (2,839,149)	$ (298,393)
Total comprehensive loss attributable to non-controlling interest	$ (255,541)	$ -
Total loss attributable to shareholders of the Company	(2,609,884)	(298,393)
Total comprehensive loss for the year	$ (2,865,425)	$ (298,393)
Basic and diluted loss per share	$ (0.08)	$ (0.01)
Weighted average number of common shares outstanding	34,024,725	31,428,125

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

48

CHITRCHATR COMMUNICATIONS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended July 31, 2015 and 2014

(Stated in Canadian Dollars)

	2015	2014
Operating Activities
Net loss for the year	$ (2,839,149)	$ (297,436)
Charges to income not affecting cash:
Gain on settlement of accounts payable	(20,265)	-
Write-off of intangible asset	1,192,747	-
Loss on settlement of debts for shares	1,268,000	-
Arrangement agreement with Talktran Capital Corp.	(11,683)	-
Changes in non-cash working capital items related to operations:
Accounts receivables	(11,805)	(7,491)
Prepaid expenses and deposit	(27,726)	(7,156)
Accounts payable and accrued liabilities	12,810	133,190
Cash used in operating activities	(437,071)	(178,893)
Financing Activities
Due to a related party	-	250
Loans payable	882,349	369,967
Share issue costs	(9,386)	-
Proceeds from issue of common shares	255,000	5,000
Cash provided by financing activities	1,127,963	375,217
Investing Activities
Equipment	(132,091)	(11,243)
Intangible asset under development expenditures	(553,839)	(296,390)
Cash used in investing activities	(685,930)	(307,633)
Effect of foreign exchange rate	(22,721)	(92)
Decrease in cash during the year	(17,759)	(111,401)
Cash, beginning of year	20,302	131,703
Cash, end of the year	$ 2,543	$ 20,302
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year:
Interest	$ 2,699	$ -
Income taxes	$ -	$ -

Significant Non-cash Financing and Investing activities :
Loans payable settled for shares of the Company	$ 1,568,000	$ -

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

49

CHITRCHATR COMMUNICATIONS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)

for the years ended July 31, 2015 and 2014

(Stated in Canadian Dollars)

					Accumulated Other		Non-
	Number of Shares	Share Capital	Shares to be issued	Contributed surplus	Comprehensive Income (Loss)	Accumulated Deficit	controlling Interest	Total
Balance, July 31, 2013	31,225,000	$ 513,500	$ 3,500	$ -	$ -	$ (40,817)	$ -	$ 476,183
Shares issued for cash @ $0.02 –  $0.10	225,000	8,500	(3,500)	-	-	-	-	5,000
Loss for the year	-	-	-	-	(957)	(297,436)	-	(298,393)
Balance,  July 31, 2014	31,450,000	522,000	-	-	(957)	(338,253)	-	182,790
Shares issued for cash @ $0.15	1,700,000	255,000	-	-	-	-	-	255,000
Pursuant to debt settlement  agreements	1,600,000	1,568,000	-	-	-	-	-	1,568,000
Share issue costs	-	(9,386)	-	-	-	-	-	(9,386)
Discount on promissory note payable (Note 8)	-	-	-	6,655	-	-	-	6,655
Investment from non-controlling interest (Note 5)	-	-	-	-	-	-	283,170	283,170
Loss for the year	-	-	-	-	(26,276)	(2,583,608)	(255,541)	(2,865,425)
Balance,  July 31, 2015	34,750,000	$ 2,335,614	$ -	$ 6,655	$ (27,233)	$ (2,921,861)	$ 27,629	$ (579,196)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

50

CHITRCHATR COMMUNICATIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2015

(Stated in Canadian Dollars)

2. Nature and Continuance of Operations

The consolidated financial statements represent the accounts of ChitrChatr Communications Inc. (the “Company” or “ChitrChatr Communications”) incorporated in British Columbia on August 22, 2013, and its subsidiaries, ChitrChatr Technology Inc. (“ChitrChatr Technology”), ChitrChatr Communications Pvt. Ltd. (“ChitrChatr India”), TalkTran Communications Corp. (“TalkTran”), TalkTran Capital Corp. (“Talktran Capital”) and 9299-7345 Quebec Inc. (“9299-7345 Quebec”).

The Company is developing a Comprehensive Universal Unified Communications Platform (“CUUCP”) application program, featuring voice, video, conference calls, chat, text/SMS, fax/email, and social networking, all rolled into one application. CUUCP services will be made available to the end users as an application they can access via a browser and optionally install on their desktop, tablet personal computer, smart phone and on dedicated hardware devices.

The head office of the Company is 76 Marlyn Court NE, Calgary, Alberta, T2A 7H5.

2. Basis of Preparation

Statement of Compliance

These consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) and their interpretations adopted by the International Accounting Standards Board (“IASB”). In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Going Concern

At July 31, 2015, the Company had working capital deficiency of $673,615 (July 31, 2014 - deficiency of $476,093), had not yet achieved profitable operations, has accumulated losses of $2,921,861 since its inception and expects to incur further losses in the development of its business, all of which casts significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to conduct its development of CUUCP, meet its on-going levels of corporate overhead and discharge its liabilities as they come due. These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge liabilities in the normal course of business. Although the Company presently has sufficient financial resources to undertake its currently planned work programs and has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. Accordingly, it does not give effect to adjustments, if any that would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and liquidate its liabilities in other than the normal course of business and at amounts which may differ from those shown in these consolidated financial statements.

51

2. Basis of Preparation (cont’d)

Basis of Measurement

These consolidated financial statements have been prepared on an accrual basis, except for cash flow information, and are based on historical costs except for certain financial instruments which are measured at fair value. The consolidated financial statements are presented in Canadian dollars.

3. Significant Accounting Policies

The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements, unless otherwise indicated.

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The results of the subsidiaries will continue to be included in the consolidated financial statements of the Company until the date that the Company’s control over the subsidiaries ceases. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Details of the Company’s principal subsidiaries at July 31, 2015 are as follows:

		2015	2014
Name	Place of Incorporation	Interest %	Interest %
ChitrChatr Technology Inc.	British Columbia	100%	100%
ChitrChatr Communications Pvt. Ltd.	India	100%	100%
TalkTran Communications Corp.	British Columbia	66%	100%
TalkTran Capital Corp.	British Columbia	66%	-
9299-7345 Quebec Inc.	Quebec	100%	100%

Equipment

Equipment are stated at historical cost, being the purchase price and directly attributed cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of an future unavoidable costs of dismantling and removing items. The corresponding liability is recognized within provisions. Equipment is subsequently measured at cost less accumulated depreciation, less accumulated impairment losses, with the exception of land which is not depreciated. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

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3. Significant Accounting Policies (cont’d)

Equipment (cont’d)

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the statement of income and comprehensive income during the financial period in which they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.

Depreciation is calculated on a straight-line method to write off the cost of the assets to their residual values over their estimated useful lives as follows:

Computer equipment 3 years

Office equipment 3 years

Automobile 3 years

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

Foreign Currencies

These consolidated financial statements for the Company and its subsidiaries are prepared using their functional currencies. Functional currency is the currency of the primary economic environment in which an entity operates. The presentation currency of the Company is Canadian dollars. The functional currency of ChitrChatr Communications and its subsidiaries, ChitrChatr Technology, TalkTran Communications Corp., TalkTran Capital Corp. and 9299-7345 Quebec, is the Canadian dollar; and of the wholly-owned subsidiary, ChitrChatr Communications Pvt. Ltd. in India, is the Indian Rupee.

Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. Non-monetary assets and liabilities that are stated at fair value are translated using the historical rate on the date that the fair value was determined. All gains and losses on translation of these foreign currency transactions are charged to the statement of operations.

The assets and liabilities of each subsidiary are translated into Canadian dollars using the exchange rate at the reporting date and the income statement is translated into Canadian dollars using the average exchange rate for the period. All gains and losses on translation of a subsidiary from the functional currency to the presentation currency are charged to other comprehensive income.

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3. Significant Accounting Policies (cont’d)

Financial Instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

At initial recognition, the Company classifies its financial assets in the following categories depending on the purpose for which the instruments were acquired: Financial assets at fair value through profit or loss (“FVTPL”), available for sale (“AFS”) financial assets, loans and receivables, or held-to-maturity.

Financial assets classified as FVTPL are measured at fair value with unrealized gains and losses recognized through profit or loss. Regular way purchases and sales of FVTPL financial assets are accounted for at trade date, as opposed to settlement date.

Financial assets classified as AFS are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss) except for losses in value that are considered other than temporary.

Financial assets classified as loans and receivables and held-to-maturity are measured at amortized cost.

The Company has classified cash as FVTPL and amounts receivable as loans and receivables.

At each reporting date, the Company assesses whether there is objective evidence that a financial asset is impaired. Financial assets are impaired when one or more events that occurred after the initial recognition of the financial asset have been impacted.

For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate.

The carrying amount of all financial assets, excluding trade receivables, is directly reduced by the impairment loss. The carrying amount of trade receivable is reduced through the use of an allowance. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.

Impairment losses on loans and receivables carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized. Impairment losses on available-for-sale equity instruments are not reversed.

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3. Significant Accounting Policies (cont’d)

Financial Instruments (cont’d)

Financial liabilities within the scope of IAS 39 are classified as financial liabilities at FVTPL or other financial liabilities, as appropriate.

The Company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognized initially at fair value.

Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest method.

The Company’s financial liabilities include accounts payables and accrued liabilities, loans payable and amounts due to related party, which are classified as other financial liabilities.

Basic and Diluted Loss Per Share

Basic earnings per share are computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

Research and development expenditures

Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria are met: i) the technical feasibility of completing the intangible asset so that it will be available for use or sale, ii) its intention to complete the intangible asset and use or sell it, iii) its ability to use or sell the intangible asset, iv) how the intangible asset will generate probable future economic benefits, v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise they are expensed as incurred. The Company assesses whether it has met the relevant criteria for deferral and amortization at each reporting date.

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3. Significant Accounting Policies (cont’d)

Income taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for when they relate to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that do not affect accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a future income tax asset will be recovered, it does not recognize the asset.

Impairment of tangible and intangible assets

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

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3. Significant Accounting Policies (cont’d)

Accounting standards issued but not yet applied

The following new standards and interpretations are not yet effective and have not been applied in preparing these condensed consolidated interim financial statements. The Company is currently evaluating the potential impacts of these new standards and does not anticipate any material changes to the condensed consolidated interim financial statements upon adoption of these new and revised accounting pronouncements.

• IFRS 9 – Financial Instruments (effective January 1, 2018) introduces new requirements for the classification and measurement of financial assets, and will replace IAS 39. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple classification options available in IAS 39.

• IFRS 15 Revenue from Contracts with Customers provides a single principle-based framework to be applied to all contracts with customers. IFRS 15 replaces the previous revenue standard IAS 18, Revenue, and the related Interpretations on revenue recognition. The standard scopes out contracts that are considered to be lease contracts, insurance contracts and financial instruments. The new standard is a control-based model as compared to the existing revenue standard which is primarily focused on risks and rewards. Under the new standard, revenue is recognized when a customer obtains control of a good or service. Transfer of control occurs when the customer has the ability to direct the use of and obtain the benefits of the good or service. This standard is effective for reporting periods beginning on or after January 1, 2018.

4. Use of Estimates and Judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidatedfinancial statements and the reported amounts of revenues and expenses during the reporting period.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

Determination of functional currency

The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities, retention of operating cash flows, and frequency of transactions with the reporting entity.

Income taxes

In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.

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4. Use of Estimates and Judgments (cont’d)

Impairment

Assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts and also at each reporting period. The assessment of the carrying amount often requires estimates and assumptions such as discount rates, future capital requirements and future operating performance.

Going concern

The assumption that the Company is a going concern and will continue in operation for the foreseeable future and at least one year is a judgment. The factors considered by management are disclosed in Note 2.

5. Plans of arrangements

Arrangement Agreement with Gorilla Minerals Corp.

On August 22, 2013 an arrangement agreement (“Arrangement Agreement”) which included a statutory plan of arrangement (the “Arrangement”) was entered into among ChitrChatr Technology, Gorilla Minerals Corp. (“Pubco”) and ChitrChatr Communications, then a wholly-owned subsidiary of Pubco incorporated on August 22, 2013 for the sole purpose of the Arrangement.

Under the Arrangement, ChitrChatr Technology paid a purchase price of $15,000 to Pubco in order to acquire ChitrChatr Communications.

On September 18, 2013, the closing date of the Arrangement, (a) ChitrChatr Technology issued warrants to purchase 1,000 common shares to Pubco and Pubco issued 10,000 warrants to purchase common shares to ChitrChatr Technology at a price of $0.10 per share for a period of three months after the closing date of the Arrangement, pursuant to which ChitrChatr Communications became a reporting issuer in the provinces of Alberta and British Columbia; (b) ChitrChatr Communications completed a one-for-one share exchange with the shareholders of ChitrChatr Technology, pursuant to which: ChitrChatr Technology became a wholly-owned subsidiary of ChitrChatr Communications; (c) ChitrChatr Technology changed its name (from ChitrChatr Communications Inc.); (d) ChitrChatr Communications changed its name (from 0978557 B.C. Ltd.); and (e) ChitrChatr Technology cancelled the 1,000 warrants issued to Pubco.

Since this transaction resulted in the shareholders of ChitrChatr Technology owning a majority of the issued and outstanding shares of ChitrChatr Communications, this transaction is accounted for as a reverse acquisition that was not a business combination and effectively a capital transaction of the Company. Accordingly, the Company charged $15,000 to the Statement of Comprehensive Loss on the date of the reverse acquisition.

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5. Plans of arrangements (cont’d)

Arrangement Agreement with TalkTran Capital Corp.

On November 21, 2014, the Company entered into an arrangement agreement (the “TalkTran Arrangement Agreement”) which included a statutory plan of arrangement (the “TalkTran Arrangement”) with TalkTran Communications Corp. (“TalkTran”), a wholly-owned subsidiary of the Company, and an additional party, TalkTran Capital Corp. (“Buyco”). Under the TalkTran Arrangement and on its closing date being February 27, 2015, the following principal steps occurred in the following order:

(e) Buyco purchased from the Company all the issued and outstanding shares of TalkTran, by which Buyco became the parent of TalkTran (the “Purchase Shares”);

(f) Buyco and TalkTran exchanged securities on a 1:1 basis (reverse merger), by which TalkTran became the parent of Buyco;

(g) TalkTran and the Company exchanged securities such that TalkTran issued 29,500,000 of its common shares to the Company in exchange for an exclusive worldwide license (the “Translation License”) to use the Translation Asset; and

(h) The Purchase Shares were cancelled.

As a result of this transaction, the Company recorded a gain of $11,683 and owned 66% of the issued and outstanding shares of TalkTran resulting in the creation of a non-controlling interest of $283,170. As at July 31, 2015, the Company owned 66% of the issued and outstanding shares of TalkTran.

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6. Equipment

		Computer	Office
	Automotive	Equipment	Equipment	Total
Cost
Balance July 31, 2013	$ -	$ -	$ -	$ -
Addition	-	3,994	8,332	12,326
Balance July 31, 2014	-	3,994	8,332	12,326
Addition	6,712	87,384	37,996	132,092
Foreign exchange	-	544	1,136	1,681
Balance July 31, 2015	$ 6,712	$ 91,922	$ 47,464	$ 146,098

Depreciation and impairment loss
Balance July 31, 2013	$ -	$ -	$ -	$ -
Depreciation	-	333	694	1,027
Balance July 31, 2014	-	333	694	1,027
Depreciation	742	10,986	5,600	17,328
Foreign exchange		495	497	992
Balance July 31, 2015	$ 742	$ 11,814	$ 6,791	$ 19,347

Carrying amounts
Balance, July 31, 2014	$ -	$ 3,661	$ 7,638	$ 11,299
Balance, July 31, 2015	$ 5,970	$ 80,108	$ 40,673	$ 126,751

7. Intangible assets

	Platform	Total
Cost
As at July 31, 2013	$ 349,753	$ 349,753
Additions	297,831	297,831
As at July 31, 2014	$ 647,584	$ 647,584
Additions	545,163	545,163
Impairment	(1,192,747)	(1,192,747)
As at July 31, 2015	$ -	$ -

The Company is developing a Comprehensive Universal Unified Communications Platform (“CUUCP”) application program, featuring voice, video, conference calls, chat, text/SMS, fax/email, and social networking, all rolled into one application.

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7. Intangible assets (cont’d)

During the year ended July 31, 2015 the Company incurred salaries and benefits of $424,426, consulting fees of $65,865 and miscellaneous and small tools expenses of $54,872 in connection with the development of the Platform. The most of $297,831 development expenditures incurred during the year ended July 31, 2014 were related to salaries and benefits, and consulting fees. Due to lack of funding to obtain sufficient evidence to estimate a recoverable amount as at July 31, 2015, the Company wrote off intangible asset of $1,192,747 and charged it to a consolidated statement of loss and comprehensive loss.

In July, 2013, the Company acquired a Universal Unified Communications Platform (UUCP) application program from 9265-2114 Quebec Inc., a private company owned and controlled by Rahim Mohamed, a current CEO and director of the Company. In consideration of this asset acquisition, the purchase price of $350,000 was satisfied by the issuance of 16,250,000 common shares of the Company at a fair value of $0.02 for total fair value of $325,000 and cash payments of $25,000.

8. Loans Payable

On January 20, 2015, the Company entered into a promissory note payable with Transglobal Assets Management Incorporated (“Lender”), a company where a shareholder of the Company is a director and a president of the Lender. The lender shall extend to the Company a line of credit up to $2,000,000 from which the Company may request draw-down payments at anytime during the year following the date of this promissory note. The promissory note bears interest at 7% per annum and is secured with a floating charge security interest over all of the Company’s present or after acquired assets and has a maturity date of an earlier of January 20, 2018, a date that interest is in default, a date that the Company goes bankruptcy, a date that trading of the Company’s common shares on a stock exchange is suspended and a date of change of control of the Company. Interest is payable monthly with a seven-day grace period. As at July 31, 2015, the Company has utilized $73,309 from this promissory note.

The promissory note payable of $73,309 was accounted for at amortized cost using the effective interest rate method with the effective interest rate of 10% per annum. The debt discount of $6,655 was credited to contributed surplus, debited to loans payable and being amortized over the term of the note. The Company had a carrying value of $66,654 as at July 31, 2015.

During the year ended July 31, 2015, the Company incurred interest (paid during the year ended July 31, 2015) and accretion expenses of $2,699 in connection with the note.

As at July 31, 2015, the Company owed $570,020 (July 31, 2014: $369,284) to the same above shareholder, who is a director and a president of the Lender, and companies owned by him. The amounts owed are unsecured, non-interest bearing and due on demand.

9. Share Capital

a) Authorized

Unlimited common shares, without par value.

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9. Share Capital (cont’d)

b) Issued

During the year ended July 31, 2015:

On October 20, 2014, the Company closed a private placement of 1,700,000 units at $0.15 per unit for gross proceeds of $255,000, with each unit comprised of 1 common share and 1 warrant exercisable to purchase 1 additional common share at $0.20 per share with an expiry date of October 20, 2019. Also, the Company settled $300,000 of debts owed to creditors by issuing 1,600,000 units at a fair value of $1,568,000 resulting loss on settlement of debts for shares of $1,268,000. Each unit comprises of 1 common share and 1 warrant exercisable to purchase 1 additional common share at $0.1875 per share with an expiry date of October 20, 2019.

During the year ended July 31, 2014:

On August 23, 2013, the Company issued 175,000 common shares at $0.02 per share for total proceeds of $3,500 which was included in share subscriptions received as at July 31, 2013.

On September 12, 2013, the Company issued 50,000 common shares at $0.10 per share for total proceeds of $5,000.

c) Share Purchase Warrants

A summary of the Company’s share purchase warrants outstanding are presented below:

	Number of	Weighted Average Exercise
	Warrants	Price
Outstanding, July 31, 2014	-	-
Issued	3,300,000	$0.19
Outstanding, July 31, 2015	3,300,000	$0.19

As at July 31, 2015, the Company had a weighted average remaining contractual life of 4.22 years and had 3,300,000 share purchase warrants outstanding as follows:

Number of	Exercise
Warrants	Price	Expiry Date
1,700,000	$0.20	October 20, 2019
1,600,000	$0.1875	October 20, 2019
3,300,000

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10. Related Party Transactions

As at July 31, 2015, the Company owed $392 (July 31, 2014: $392) to a director of the Company. The amount owed is unsecured, non-interest bearing and due on demand.

Included in accounts payable is $Nil (July 31, 2014: $34,125) in unpaid fees owing to a company controlled by the CEO of the Company.

Also, refer to Note 7 for a related party transaction.

Key management personnel compensation

The Company considers its President, Chief Executive Officer, Chief Financial Officer and the directors of the Company to be key management. During the year ended July 31, 2015 the Company incurred the following:

The Company incurred consulting fees of $30,000 (2014: $32,500) to a company controlled by a CEO of the Company.

The Company incurred $4,590 (2014: $50,099) in consulting fees to a director of the Company.

The transactions above are in the normal course of operations and are measured at the agreed to value which represents the amount of consideration established and agreed to by the related parties.

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11. Segment Information

Management has determined that the Company has one operating segment, which involves the development of the Platform application program. Geographical information is as follows:

	July 31,	July 31,
	2015	2014
Net losses
Canada	$ 2,136,487	$ 297,436
India	702,662	-
	$ 2,839,149	$ 297,436

Total Assets
	July 31, 2015	July 31, 2014
Canada	$ 24,013	$ 562,576
India	162,923	134,720
	$ 186,936	$ 697,296

12. Financial Instruments

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Fair value

The Company has classified fair value measurements of its financial instruments using a fair value hierarchy that reflects the significance of inputs used in making the measurements as follows:

Level 1: Valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

As at July 31, 2015, the fair values of financial instruments measured on a recurring basis include cash, determined based on level one inputs and consisting of quoted prices in active markets for identical assets The fair values of other financial instruments, which include receivables, due to related party, accounts payable and accrued liabilities and loans payable with due on demand approximate their carrying values due to the relatively short-term maturity of these instruments. The long-term loan payable bears an interest rate of 7% per annum with a maturity date of January 20, 2018 and was accounted for at amortized cost using the effective interest rate method with the effective interest rate of 10% per annum.

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12. Financial Instruments (cont’d)

Foreign exchange risk

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The majority of the Company’s administrative operations are carried out in Canada; however the programming and developments of CUUCP are carried out in India through its foreign subsidiary which operates out of India and are denominated in Indian rupee. As at July 31, 2015, the Company has Indian rupee cash of RS90,752 (2014: RS1,041,912) and loans payable of RS26,108,960 (2014: RS7,593,596). These factors expose the Company to foreign currency exchange rate risk, which could have a material adverse effect on the profitability of the Company. The Company currently does not plan to enter into foreign currency future contracts to mitigate this risk.

Credit risk

The Company’s cash is largely held in large Canadian financial institutions. The Company does not have any asset-backed commercial paper. The Company’s receivables consist of GST receivable due from the Federal Government of Canada. The Company maintains cash deposits with Schedule A financial institutions, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The long-term loan payable bears an interest rate of 7% per annum with a maturity date of January 20, 2018. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.

Liquidity risk

The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. As at July 31, 2015, the Company has cash of $2,543 and current liabilities of $699,478 and as a result, has a working capital deficiency of $673,615. The Company intends to meet its current obligations in the following year with funds to be raised through private placements, shares for debt, loans and related party loans.

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13. Capital Risk Management

The Company defines its capital as shareholders’ equity. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its technologies and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the Company is in the development stage, its principal source of funds is from the issuance of common shares and loans proceeds.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debts, acquire or dispose of assets or adjust the amount of cash. During the year ended July 31, 2015, the Company has $636,674 in loans payable. (Note 8)

The Company is not subject to externally imposed capital requirements.

14. Commitments

During the year ended July 31, 2015, the Company leased an office space in India under a lease arrangement for a period of 5 years. Future minimum lease payments are as follows:

2016 $ 44,000

2017 44,000

2018 44,000

2019 44,000

2020 41,000

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15. Income Tax

The income taxes shown in the Statements of Loss and Comprehensive Loss differ from the amounts obtained by applying statutory rates to the loss before income taxes due to the following:

	2015	2014
Statutory tax rate	26.0%	26.0%
Loss before income taxes	$ (2,839,149)	$ (297,436)
Expected income tax recovery	$ (738,000)	$ (77,300)
Increase (decrease) in income tax recovery resulting from:
Items deductible and not deductible for income tax purposes	357,000	-
Difference in tax rates in other jurisdictions	(104,000)	(38,300)
Current and prior tax attributes not recognized	485,000	115,600
	$ -	$ -

Details of deferred tax assets are as follows:

	2015	2014
Non-capital losses	$ 592,000	$ 126,200
Share issue costs	2,000	-
Property plant and equipment	7,000	-
	601,000	126,200
Less: Unrecognized deferred tax assets	(601,000)	(126,200)
	$ -	$ -

The Company has approximately $1,196,000 of non-capital losses available in Canada, which will expire through to 2035 and may be applied against future taxable income. At July 31, 2015, the net amount which would give rise to a deferred income tax asset has not been recognized as it is not probable that such benefit will be utilized in the future years.

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16. Subsequent Events

On August 28, 2015, the Company received from Talktran a notice to terminate the asset agreement for a technology license (the “Asset Agreement”, Note 5), a request that the Company surrender for cancellation the 29,500,000 common shares of Talktran issued as consideration under the Asset Agreement, and a request that the Company refund to Talktran $150,100 paid. No formal agreement has been signed with Talktran as at a date of auditor’s report.

On October 15, 2015, the Company closed a private placement of 750,000 units at $0.165 per unit for gross proceeds of $123,750, with each unit comprised of 1 common share and 1 warrant exercisable to purchase 1 additional common share at $0.22 per share for 5 years.

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EX-3.1

1

 2

 

3

Incorporation Number:BC0978557

ARTICLES OF

ChitrChatr CommunicationsInc.

(The“Company”)

TABLE OFCONTENTS

1. Interpretation

2. Shares and ShareCertificates

3. Issue ofShares

4. ShareRegisters

5. ShareTransfers

6. Transmission ofShares

7. Purchase, Redeem or Otherwise AcquireShares

8. BorrowingPowers

9. Alterations

10. Meetings ofShareholders

11. Proceedings at Meetings ofShareholders

12. Votes ofShareholders

13. Directors

14. Election and Removal ofDirectors

15. AlternateDirectors

16. Power and Duties ofDirectors

17. Disclosure of Interest of Directors andOfficers

18. Proceedings ofDirectors

19. Committees

20. Officers

21. Indemnification

22. Dividends

23. Accounting, Records andReports

24. Notices

25. Seal

26. Prohibitions

27. Change of Registered and RecordsOffice

4

1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(1) "board of directors", "directors" and "board" mean the directors or sole director of the Company for the timebeing;

(2) "Business Corporations Act" means the Business Corporations 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;

(3) “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 thatAct;

(4) "legal personal representative" means the personal or other legal representative of the shareholder;

(5) “public company” means a companythat:

(a) is a reportingissuer;

(b) is a reporting issuerequivalent;

(c) has registered its securities under the Securities Exchange Act of 1934 of the United States ofAmerica;

(d) has any of its securities, within the meaning of the Securities Act, traded on or through the facilities of a securities exchange; or

(e) has any of its securities, within the meaning of the Securities Act, reported through the facilities of a quotation and trade reporting system

(6) “reporting issuer” has the same meaning as in the Securities Act;

(7) “reporting issuer equivalent” means a corporation that, under the laws of any Canadian jurisdiction other than British Columbia, is a Reporting Issuer or an equivalent of a ReportingIssuer;

(8) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register of the Company;

(9) "seal" means the seal of the Company, if any;

(10) “Securities Act” means the Securities Act (British Columbia);

(11) “SecuritiesExchangeActof1934”meanstheUnitedStatesSecuritiesExchangeAct

of 1934, asamended.

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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 willprevail.

2. SHARES AND SHARECERTIFICATES

2.1 Authorized ShareStructure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of ShareCertificate

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

2.3 Shareholder Entitled to Certificate orAcknowledgment

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 and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all.

2.4 Delivery byMail

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 orstolen.

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 acknowledgement, as the case may be, to be cancelled; and

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

2.6Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement

If a share certificate or a non-transferable written acknowledgement of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgement, as the case may be, must be issued to the person entitled to that share certificate or acknowledgement, as the case may be, if the directors receive:

(1) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed;and

(2) any indemnity the directors consider adequate.

2.7Splitting ShareCertificates

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 the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8CertificateFee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9Recognition ofTrusts

Except as required 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 notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided 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 OFSHARES

3.1 DirectorsAuthorized

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 the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (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.

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3.2Commissions andDiscounts

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 procuring or agreeing to procure purchasers for shares of theCompany.

3.3Brokerage

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.

3.4Conditions ofIssue

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

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

(a) past services performed for the Company;

(b) property;or

(c) money;

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

3.5 Share Purchase Warrants, Options and Rights

Subject to the Business Corporations 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 totime.

4.SHAREREGISTERS

4.1 Central SecuritiesRegister

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, 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.

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4.2ClosingRegister

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

5.SHARETRANSFERS

5.1 RegisteringTransfers

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) a duly signed instrument of transfer in respect of the share;

(2) if a share certificate has been issued by the Company in respect of the share to be transferred, that sharecertificate;

(3) if a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgement;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, the due signing of the instrument of transfer and the right of the transferee to have the transfer registered.

5.2Form of Instrument ofTransfer

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 from time to time.

5.3Transferor RemainsShareholder

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.

5.4Signing of Instrument ofTransfer

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 transferregistered.

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5.5Enquiry as to Title NotRequired

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.

5.6TransferFee

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

6.TRANSMISSION OFSHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, 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, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2Rights of Legal PersonalRepresentative

The legal personal representative 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, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to the shares registered in the shareholder’s name and the name of another person in joint tenancy.

7.PURCHASE, REDEEM OR OTHERWISE ACQUIRESHARES

7.1 Company Authorized to Purchase, Redeem or Otherwise Acquire Shares

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series, the Business Corporations Act, and securities laws and regulations of general application, the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2Purchase WhenInsolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

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(1) the Company is insolvent;or

(2) making the payment or providing the consideration would render the Company insolvent.

7.3Sale and Voting of Purchased, Redeemed or Otherwise Acquired 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,it:

(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. BORROWINGPOWERS

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 theCompany.

9.ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to the Business Corporations Act, the Company may by directors resolution subdivideor consolidatealloranyofitsunissued,orfullypaidissued,sharesandifapplicable,alteritsNotice of Articles and, if applicable, Articles, accordingly; and subject to Article 9.2 and the Business CorporationsAct,theCompanymaybyordinaryresolution:

(1) 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;

(2) 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;

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

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

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

(4) 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;

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

(6) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act where it does not specify by a special resolution;

and, if applicable, alter its Notice of Articles, and if applicable, its Articles, accordingly.

9.2Special Rights orRestrictions

Subject to the Business Corporations Act and in particular those provisions of the Act relating to the rights of holders of outstanding shares to vote if their rights are prejudiced or interfered with, 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;or

(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 and alter its Notice of Articles and Articles accordingly.

9.3Change ofName

The Company may by directors resolution authorize an alteration of its Notice of Articles in order to change itsname.

9.4OtherAlterations

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 OFSHAREHOLDERS

10.1 Annual GeneralMeetings

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 anannualgeneralmeetingatleastonceineachcalendaryearandnotmorethan15months

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after the last annual reference date at such time and place as may be determined by the directors.

10.2Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent in writing by 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 generalmeeting.

10.3Calling of Meetings ofShareholders

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

10.4Notice for Meetings ofShareholders

The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), 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 themeeting:

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

(2) otherwise, 10days.

10.5Notice of Resolution to Which Shareholders May Dissent

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution 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;

(2) otherwise, 10days.

10.6Record Date forNotice

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 onwhichthemeetingistobeheldbymorethantwomonthsor,inthecaseofageneral

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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 fewerthan:

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

(2) otherwise, 10days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7Record Date forVoting

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 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8Failure 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, waive or reduce the period of notice of such meeting. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.9Notice 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 meetingmust:

(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.

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11.PROCEEDINGS AT MEETINGS OFSHAREHOLDERS

11.1 SpecialBusiness

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 ofdirectors;

(f) the appointment of anauditor;

(g) the setting of the remuneration of an auditor;

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

(i) 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 theshareholders.

11.2SpecialMajority

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

11.3Quorum

Subject to the special rights or 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 one shareholder present in person (or, being a corporation, partnership, trust or other non- individual legal entity represented in accordance with the provisions of the Business Corporations Act), or by proxy holding not less than one voting share of the Company entitled to be voted at themeeting.

11.4One Shareholder May ConstituteQuorum

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

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

11.5Other Persons MayAttend

In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are 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.

11.6Requirement ofQuorum

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 themeeting.

11.7Lack ofQuorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is notpresent:

(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.

11.8Lack of Quorum at SucceedingMeeting

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 shall be deemed to constitute a quorum.

11.9Chair

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

(1) the chair of the board, if any;or

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

11.10Election of AlternateChair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president areunwillingtoactaschairofthemeeting,orifthechairoftheboardandthepresidenthave

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advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number or the lawyer for the Company to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director or lawyer for the Company is present, 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.

11.11Adjournments

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 tookplace.

11.12Notice of AdjournedMeeting

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

11.13Decisions by Show of Hands orPoll

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 ofResult

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 beSeconded

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 amotion.

11.16 CastingVote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

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11.17Manner of TakingPoll

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

(1) the poll must betaken:

(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.

11.18Demand for Poll onAdjournment

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

11.19Chair Must ResolveDispute

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 andconclusive.

11.20Casting ofVotes

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

11.21Demand forPoll

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

11.22Demand 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.

11.23Retention of Ballots andProxies

The Company must, for at least three months after a meeting of shareholders, keep 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 maydestroy such ballots andproxies.

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12.VOTES OFSHAREHOLDERS

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 proxy holder and entitled to vote on the matter has one vote; 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.

12.2Votes 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 themeeting.

12.3Votes by JointHolders

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

(1) any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the shares 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 of shareholders, 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.

12.4Legal 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 registered in respect of thatshare.

12.5Representative 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 thenumberofbusinessdaysspecifiedinthenoticeforthereceiptofproxies,

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or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

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

(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 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 themeeting.

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.

12.6Proxy 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 securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States or in any state of the United States that is applicable to the Company insofar as they are not inconsistent with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket order and rulings, notices and other administrative directions issued by securities commissions or similar authorities appointed under that legislation.

12.7Appointment of ProxyHolders

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.

12.8Alternate ProxyHolders

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

12.9When 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

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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) or 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 theproxy 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 PublicCompany.

12.10Deposit ofProxy

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 any adjourned meeting; or

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

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages, including through Internet or telephone voting or by email, if permitted by the notice calling the meeting or the information circular for the meeting.

12.11Validity of ProxyVote

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 or any adjourned meeting at which the proxy is to be used;or

(2) at the meeting or any adjourned meeting by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given, has been taken.

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12.12Form ofProxy

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 ofcompany]

(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 theshareholder):

Signed [month, day,year]

[Signature ofshareholder]

[Name of shareholderprinted]

12.13Revocation ofProxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that 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 or any adjourned meeting at which the proxy is to be used; or

(2) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given, has been taken.

12.14Revocation of Proxy Must BeSigned

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 inbankruptcy;

(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 Article12.5.

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12.15Production 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.

13.DIRECTORS

13.1 First Directors, Number ofDirectors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business CorporationsAct. The number of directors, excluding additional directors appointed under Article 14.8, is setat:

(1) subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

(2) if the Company is a Public Company, the greater of three and the most recently set of:

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

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

(3) if the Company is not a Public Company, the most recently set of:

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

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

13.2Change in Number ofDirectors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

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

(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 contemporaneously with the setting of that number, then the directors, subject to Article 14.8, may appoint, directors to fill those vacancies.

13.3Directors' Acts Valid DespiteVacancy

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.

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13.4Qualifications ofDirectors

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 adirector.

13.5Remuneration ofDirectors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to anysalary or other remuneration paid to any officer or employee of the Company as such, who is also adirector.

13.6Reimbursement of Expenses ofDirectors

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

13.7Special Remuneration forDirectors

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.

13.8Gratuity, 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 orallowance.

14.ELECTION AND REMOVAL OFDIRECTORS

14.1 Election at Annual GeneralMeeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors set by such resolution or for the time being set under these Articles;and

(2) all directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

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14.2Consent to be aDirector

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 CorporationsAct;

(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 CorporationsAct.

14.3Failure to Elect or AppointDirectors

If:

(1) the Company fails to hold an annual general meeting or 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 theseArticles.

14.4Places 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.

14.5Directors May Fill CasualVacancies

Any casual vacancy occurring in the board of directors may be filled by thedirectors.

14.6Remaining Directors Power toAct

The directors may act notwithstanding any vacancy in the board of directors. If the Company hasfewerdirectorsinofficethanthenumbersetpursuanttotheseArticlesasthequorumof

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directors, the directors may 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.

14.7Shareholders May FillVacancies

The shareholders may elect or appoint additional directors to the board of directors by ordinaryresolution.

14.8AdditionalDirectors

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 timeexceed:

(1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

(2) in any other case, 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.

14.9Ceasing to be aDirector

A director ceases to be a director when:

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

(2) the directordies;

(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.

14.10Removal of Director byShareholders

The Company may remove any director before the expiration of his or her term of office by ordinary resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill thatvacancy.

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14.11Removal of Director byDirectors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or 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 resultingvacancy.

15.ALTERNATEDIRECTORS

15.1 Appointment of AlternateDirector

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 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 theCompany.

15.2Notice ofMeetings

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 notpresent.

15.3Alternate for More than One Director AttendingMeetings

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 thatcapacity;

(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 thatcapacity;

(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;and

(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 thatcapacity.

15.4ConsentResolutions

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 inwriting.

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15.5Alternate Director anAgent

Every alternate director is deemed to be the agent of his or herappointor.

15.6Revocation or Amendment of Appointment of AlternateDirector

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

15.7Ceasing to be an AlternateDirector

The appointment of an alternate director ceaseswhen:

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

(2) the alternate directordies;

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

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

(5) the term of his appointment expires, or his or her appointor revokes the appointment of the alternatedirector.

15.8Remuneration and Expenses of AlternateDirector

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 timedirect.

16. POWERS AND DUTIES OFDIRECTORS

16.1 Powers ofManagement

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.

16.2Appointment of Attorney ofCompany

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

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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.

16.3Setting Remuneration ofAuditor

The directors may set the remuneration of the Company's auditor from time to time without shareholderapproval.

17.DISCLOSURE OF INTEREST OF DIRECTORS AND OFFICERS

17.1 Obligation to Account forProfits

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 CorporationsAct.

17.2Restrictions 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.

17.3Interested Director Counted inQuorum

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.

17.4Disclosure 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.

17.5Director 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.

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17.6NoDisqualification

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 thatreason.

17.7Professional 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.

17.8Director 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 OFDIRECTORS

18.1 Meetings ofDirectors

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.

18.2Voting atMeetings

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 has a second or casting vote.

18.3Chair ofMeetings

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

(1) the chair of the board, ifany;

(2) in the absence of the chair of the board, the president, if any, if the president is a director;or

(3) any other director chosen by the directors if:

(a) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

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(b) neither the chair of the board nor the president, if a director, is willing to chair the meeting;or

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

18.4Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by 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. A director may participate in a meeting of the directors or of any committee of the directors 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.

18.5Calling ofMeetings

A director may, and the 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.

18.6Notice ofMeetings

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.

18.7When Notice NotRequired

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

(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;or

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

18.8Meeting 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.

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18.9Waiver of Notice ofMeetings

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. Attendance of a director or alternate director at a meeting of the directors is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

18.10Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at the two (2) directors in office or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute ameeting.

18.11Validity 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 orofficer.

18.12Consent Resolutions inWriting

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 directors who have not made such a disclosure consents in writing to the resolution.

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.

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19. 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 removedirectors;

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

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

19.2Appointment and Powers of Other Committee

The directors may, byresolution:

(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 adirector;

(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.

19.3Obligations ofCommittees

Any committee appointed under Article 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 mayrequire.

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19.4Powers ofBoard

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 thecommittee.

19.5CommitteeMeetings

Subject to Article 19.2(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 Article 19.1 or19.2:

(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 does not have a second or casting vote.

20.OFFICERS

20.1 Directors May AppointOfficers

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.

20.2Functions, Duties and Powers ofOfficers

The directors may, for eachofficer:

(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; and

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

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20.3Qualifications

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.

20.4Remuneration and Terms ofAppointment

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 thinks 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 Article21:

(1) “eligible party”, in relation to a company, means an individualwho:

(a) is or was a director, alternate director or officer of theCompany;

(b) is or was a director, alternate director or officer of anothercorporation

(i) at a time when the corporation is or was an affiliate of the Company,or

(ii) at the request of the Company;or

(c) at the request of the Company, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of a partnership, trust, joint venture or other unincorporatedentity;

and includes, except in the definition of “eligible proceeding”, and s. 163(1)(c) and (d) and s. 165 of the Business Corporations Act, the heirs and personal or other legal representatives of that individual;

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

(3) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which 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 or officer of, or holding or having held a position equivalent to that of a director, alternative director or officer of, the Company or an affiliate of theCompany:

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

(b) isormaybeliablefororinrespectofajudgment,penaltyorfinein,orexpenses

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related to, theproceeding;

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

21.2Mandatory Indemnification of Eligible Parties

Subject to the Business Corporations Act, the Company must indemnify each eligible party 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 eligible party is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3Indemnification of OtherPersons

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

21.4 Non-Compliance with Business CorporationsAct

The failure of an eligible party 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.

21.5Company May PurchaseInsurance

The Company may purchase and maintain insurance for the benefit of any eligible party (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 unincorporatedentity;

(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 an eligible party.

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.

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22.2Declaration ofDividends

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.

22.3No NoticeRequired

The directors need not give notice to any shareholder of any declaration under Article22.2.

22.4RecordDate

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 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5Manner of PayingDividend

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

22.6Settlement ofDifficulties

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 paid 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.

22.7When DividendPayable

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

22.8Dividends 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 sharesheld.

22.9Receipt by JointShareholders

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.

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22.10Dividend Bears NoInterest

No dividend bears interest against theCompany.

22.11FractionalDividends

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.

22.12Payment ofDividends

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 registered address of the shareholder, or in the case of joint shareholders, to the registered 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 theamount 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 taxingauthority.

22.13Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or 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 retained earnings or surplus so capitalized or any part thereof.

23.ACCOUNTING, RECORDS ANDREPORTS

23.1 Recording of FinancialAffairs

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.

23.2Inspection of AccountingRecords

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 theCompany.

24.NOTICES

24.1 Method of GivingNotice

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:

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(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 thatclass;

(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 thatclass;

(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; or

(5) physical delivery to the intended recipient.

24.2Deemed Receipt ofMailing

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) e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the day it wase-mailed.

24.3Certificate ofSending

A certificate signed by the secretary, if any, or other officer of the Company or of any other person 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.

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24.4Notice to JointShareholders

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.

24.5Notice to Legal Representative and Trustees

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

(1) mailing the record, addressed tothem:

(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.

24.6UndeliveredNotice

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 newaddress.

25.SEAL

25.1 Who May AttestSeal

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 twodirectors;

(2) any officer, together with any director;

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

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

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25.2SealingCopies

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, or the signature of any other person as may be determined by the directors.

25.3Mechanical Reproduction ofSeal

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 onthem.

26. PROHIBITIONS

26.1 Definitions

In this Article26:

(1) "designated security"means:

(a) a voting security of theCompany;

(b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(c) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or(b);

(2) "security" has the meaning assigned in the Securities Act (BritishColumbia);

(3) "voting security" means a security of the Company that:

(a) is not a debt security,and

(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

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26.2Application

Article 26.3 does not apply to the Company if and for so long as it is a Public Company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or a company to which the Statutory Reporting Company Provisions apply.

26.3Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of any one director or officer of the Company.

27.Change Of Registered And RecordsOffice

The Company may appoint or change its registered and records offices, or either of them, and the agent responsible therefore, at any time by resolution of the directors. After the appointment of the first registered or records office agent, such agent may terminate its appointment pursuant to the Business Corporations Act.

EX-3.2

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Incorporation Number:BC0978557

ARTICLES OF

ChitrChatr CommunicationsInc.

(The“Company”)

TABLE OFCONTENTS

1. Interpretation

2. Shares and ShareCertificates

3. Issue ofShares

4. ShareRegisters

5. ShareTransfers

6. Transmission ofShares

7. Purchase, Redeem or Otherwise AcquireShares

8. BorrowingPowers

9. Alterations

10. Meetings ofShareholders

11. Proceedings at Meetings ofShareholders

12. Votes ofShareholders

13. Directors

14. Election and Removal ofDirectors

15. AlternateDirectors

16. Power and Duties ofDirectors

17. Disclosure of Interest of Directors andOfficers

18. Proceedings ofDirectors

19. Committees

20. Officers

21. Indemnification

22. Dividends

23. Accounting, Records andReports

24. Notices

25. Seal

26. Prohibitions

27. Change of Registered and RecordsOffice

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1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(1) "board of directors", "directors" and "board" mean the directors or sole director of the Company for the timebeing;

(2) "Business Corporations Act" means the Business Corporations 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;

(3) “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 thatAct;

(4) "legal personal representative" means the personal or other legal representative of the shareholder;

(5) “public company” means a companythat:

(a) is a reportingissuer;

(b) is a reporting issuerequivalent;

(c) has registered its securities under the Securities Exchange Act of 1934 of the United States ofAmerica;

(d) has any of its securities, within the meaning of the Securities Act, traded on or through the facilities of a securities exchange; or

(e) has any of its securities, within the meaning of the Securities Act, reported through the facilities of a quotation and trade reporting system

(6) “reporting issuer” has the same meaning as in the Securities Act;

(7) “reporting issuer equivalent” means a corporation that, under the laws of any Canadian jurisdiction other than British Columbia, is a Reporting Issuer or an equivalent of a ReportingIssuer;

(8) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register of the Company;

(9) "seal" means the seal of the Company, if any;

(10) “Securities Act” means the Securities Act (British Columbia);

(11) “SecuritiesExchangeActof1934”meanstheUnitedStatesSecuritiesExchangeAct

of 1934, asamended.

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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 willprevail.

2. SHARES AND SHARECERTIFICATES

2.1 Authorized ShareStructure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of ShareCertificate

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

2.3 Shareholder Entitled to Certificate orAcknowledgment

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 and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all.

2.4 Delivery byMail

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 orstolen.

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 acknowledgement, as the case may be, to be cancelled; and

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

2.6Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement

If a share certificate or a non-transferable written acknowledgement of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgement, as the case may be, must be issued to the person entitled to that share certificate or acknowledgement, as the case may be, if the directors receive:

(1) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed;and

(2) any indemnity the directors consider adequate.

2.7Splitting ShareCertificates

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 the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8CertificateFee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9Recognition ofTrusts

Except as required 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 notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided 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 OFSHARES

3.1 DirectorsAuthorized

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 the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (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.

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3.2Commissions andDiscounts

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 procuring or agreeing to procure purchasers for shares of theCompany.

3.3Brokerage

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.

3.4Conditions ofIssue

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

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

(a) past services performed for the Company;

(b) property;or

(c) money;

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

3.5 Share Purchase Warrants, Options and Rights

Subject to the Business Corporations 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 totime.

4.SHAREREGISTERS

4.1 Central SecuritiesRegister

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, 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.

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4.2ClosingRegister

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

5.SHARETRANSFERS

5.1 RegisteringTransfers

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) a duly signed instrument of transfer in respect of the share;

(2) if a share certificate has been issued by the Company in respect of the share to be transferred, that sharecertificate;

(3) if a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgement;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, the due signing of the instrument of transfer and the right of the transferee to have the transfer registered.

5.2Form of Instrument ofTransfer

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 from time to time.

5.3Transferor RemainsShareholder

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.

5.4Signing of Instrument ofTransfer

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 transferregistered.

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5.5Enquiry as to Title NotRequired

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.

5.6TransferFee

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

6.TRANSMISSION OFSHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, 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, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2Rights of Legal PersonalRepresentative

The legal personal representative 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, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to the shares registered in the shareholder’s name and the name of another person in joint tenancy.

7.PURCHASE, REDEEM OR OTHERWISE ACQUIRESHARES

7.1 Company Authorized to Purchase, Redeem or Otherwise Acquire Shares

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series, the Business Corporations Act, and securities laws and regulations of general application, the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2Purchase WhenInsolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

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(1) the Company is insolvent;or

(2) making the payment or providing the consideration would render the Company insolvent.

7.3Sale and Voting of Purchased, Redeemed or Otherwise Acquired 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,it:

(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. BORROWINGPOWERS

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 theCompany.

9.ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to the Business Corporations Act, the Company may by directors resolution subdivideor consolidatealloranyofitsunissued,orfullypaidissued,sharesandifapplicable,alteritsNotice of Articles and, if applicable, Articles, accordingly; and subject to Article 9.2 and the Business CorporationsAct,theCompanymaybyordinaryresolution:

(1) 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;

(2) 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;

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

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

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

(4) 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;

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

(6) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act where it does not specify by a special resolution;

and, if applicable, alter its Notice of Articles, and if applicable, its Articles, accordingly.

9.2Special Rights orRestrictions

Subject to the Business Corporations Act and in particular those provisions of the Act relating to the rights of holders of outstanding shares to vote if their rights are prejudiced or interfered with, 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;or

(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 and alter its Notice of Articles and Articles accordingly.

9.3Change ofName

The Company may by directors resolution authorize an alteration of its Notice of Articles in order to change itsname.

9.4OtherAlterations

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 OFSHAREHOLDERS

10.1 Annual GeneralMeetings

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 anannualgeneralmeetingatleastonceineachcalendaryearandnotmorethan15months

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after the last annual reference date at such time and place as may be determined by the directors.

10.2Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent in writing by 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 generalmeeting.

10.3Calling of Meetings ofShareholders

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

10.4Notice for Meetings ofShareholders

The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), 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 themeeting:

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

(2) otherwise, 10days.

10.5Notice of Resolution to Which Shareholders May Dissent

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution 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;

(2) otherwise, 10days.

10.6Record Date forNotice

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 onwhichthemeetingistobeheldbymorethantwomonthsor,inthecaseofageneral

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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 fewerthan:

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

(2) otherwise, 10days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7Record Date forVoting

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 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8Failure 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, waive or reduce the period of notice of such meeting. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.9Notice 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 meetingmust:

(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.

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11.PROCEEDINGS AT MEETINGS OFSHAREHOLDERS

11.1 SpecialBusiness

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 ofdirectors;

(f) the appointment of anauditor;

(g) the setting of the remuneration of an auditor;

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

(i) 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 theshareholders.

11.2SpecialMajority

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

11.3Quorum

Subject to the special rights or 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 one shareholder present in person (or, being a corporation, partnership, trust or other non- individual legal entity represented in accordance with the provisions of the Business Corporations Act), or by proxy holding not less than one voting share of the Company entitled to be voted at themeeting.

11.4One Shareholder May ConstituteQuorum

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

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

11.5Other Persons MayAttend

In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are 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.

11.6Requirement ofQuorum

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 themeeting.

11.7Lack ofQuorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is notpresent:

(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.

11.8Lack of Quorum at SucceedingMeeting

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 shall be deemed to constitute a quorum.

11.9Chair

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

(1) the chair of the board, if any;or

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

11.10Election of AlternateChair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president areunwillingtoactaschairofthemeeting,orifthechairoftheboardandthepresidenthave

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advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number or the lawyer for the Company to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director or lawyer for the Company is present, 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.

11.11Adjournments

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 tookplace.

11.12Notice of AdjournedMeeting

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

11.13Decisions by Show of Hands orPoll

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 ofResult

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 beSeconded

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 amotion.

11.16 CastingVote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

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11.17Manner of TakingPoll

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

(1) the poll must betaken:

(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.

11.18Demand for Poll onAdjournment

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

11.19Chair Must ResolveDispute

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 andconclusive.

11.20Casting ofVotes

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

11.21Demand forPoll

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

11.22Demand 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.

11.23Retention of Ballots andProxies

The Company must, for at least three months after a meeting of shareholders, keep 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 maydestroy such ballots andproxies.

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12.VOTES OFSHAREHOLDERS

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 proxy holder and entitled to vote on the matter has one vote; 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.

12.2Votes 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 themeeting.

12.3Votes by JointHolders

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

(1) any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the shares 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 of shareholders, 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.

12.4Legal 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 registered in respect of thatshare.

12.5Representative 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 thenumberofbusinessdaysspecifiedinthenoticeforthereceiptofproxies,

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or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

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

(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 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 themeeting.

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.

12.6Proxy 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 securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States or in any state of the United States that is applicable to the Company insofar as they are not inconsistent with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket order and rulings, notices and other administrative directions issued by securities commissions or similar authorities appointed under that legislation.

12.7Appointment of ProxyHolders

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.

12.8Alternate ProxyHolders

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

12.9When 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

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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) or 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 theproxy 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 PublicCompany.

12.10Deposit ofProxy

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 any adjourned meeting; or

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

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages, including through Internet or telephone voting or by email, if permitted by the notice calling the meeting or the information circular for the meeting.

12.11Validity of ProxyVote

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 or any adjourned meeting at which the proxy is to be used;or

(2) at the meeting or any adjourned meeting by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given, has been taken.

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12.12Form ofProxy

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 ofcompany]

(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 theshareholder):

Signed [month, day,year]

[Signature ofshareholder]

[Name of shareholderprinted]

12.13Revocation ofProxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that 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 or any adjourned meeting at which the proxy is to be used; or

(2) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given, has been taken.

12.14Revocation of Proxy Must BeSigned

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 inbankruptcy;

(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 Article12.5.

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12.15Production 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.

13.DIRECTORS

13.1 First Directors, Number ofDirectors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business CorporationsAct. The number of directors, excluding additional directors appointed under Article 14.8, is setat:

(1) subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

(2) if the Company is a Public Company, the greater of three and the most recently set of:

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

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

(3) if the Company is not a Public Company, the most recently set of:

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

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

13.2Change in Number ofDirectors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

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

(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 contemporaneously with the setting of that number, then the directors, subject to Article 14.8, may appoint, directors to fill those vacancies.

13.3Directors' Acts Valid DespiteVacancy

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.

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13.4Qualifications ofDirectors

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 adirector.

13.5Remuneration ofDirectors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to anysalary or other remuneration paid to any officer or employee of the Company as such, who is also adirector.

13.6Reimbursement of Expenses ofDirectors

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

13.7Special Remuneration forDirectors

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.

13.8Gratuity, 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 orallowance.

14.ELECTION AND REMOVAL OFDIRECTORS

14.1 Election at Annual GeneralMeeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors set by such resolution or for the time being set under these Articles;and

(2) all directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

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14.2Consent to be aDirector

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 CorporationsAct;

(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 CorporationsAct.

14.3Failure to Elect or AppointDirectors

If:

(1) the Company fails to hold an annual general meeting or 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 theseArticles.

14.4Places 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.

14.5Directors May Fill CasualVacancies

Any casual vacancy occurring in the board of directors may be filled by thedirectors.

14.6Remaining Directors Power toAct

The directors may act notwithstanding any vacancy in the board of directors. If the Company hasfewerdirectorsinofficethanthenumbersetpursuanttotheseArticlesasthequorumof

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directors, the directors may 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.

14.7Shareholders May FillVacancies

The shareholders may elect or appoint additional directors to the board of directors by ordinaryresolution.

14.8AdditionalDirectors

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 timeexceed:

(1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

(2) in any other case, 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.

14.9Ceasing to be aDirector

A director ceases to be a director when:

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

(2) the directordies;

(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.

14.10Removal of Director byShareholders

The Company may remove any director before the expiration of his or her term of office by ordinary resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill thatvacancy.

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14.11Removal of Director byDirectors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or 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 resultingvacancy.

15.ALTERNATEDIRECTORS

15.1 Appointment of AlternateDirector

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 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 theCompany.

15.2Notice ofMeetings

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 notpresent.

15.3Alternate for More than One Director AttendingMeetings

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 thatcapacity;

(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 thatcapacity;

(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;and

(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 thatcapacity.

15.4ConsentResolutions

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 inwriting.

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15.5Alternate Director anAgent

Every alternate director is deemed to be the agent of his or herappointor.

15.6Revocation or Amendment of Appointment of AlternateDirector

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

15.7Ceasing to be an AlternateDirector

The appointment of an alternate director ceaseswhen:

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

(2) the alternate directordies;

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

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

(5) the term of his appointment expires, or his or her appointor revokes the appointment of the alternatedirector.

15.8Remuneration and Expenses of AlternateDirector

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 timedirect.

16. POWERS AND DUTIES OFDIRECTORS

16.1 Powers ofManagement

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.

16.2Appointment of Attorney ofCompany

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

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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.

16.3Setting Remuneration ofAuditor

The directors may set the remuneration of the Company's auditor from time to time without shareholderapproval.

17.DISCLOSURE OF INTEREST OF DIRECTORS AND OFFICERS

17.1 Obligation to Account forProfits

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 CorporationsAct.

17.2Restrictions 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.

17.3Interested Director Counted inQuorum

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.

17.4Disclosure 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.

17.5Director 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.

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17.6NoDisqualification

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 thatreason.

17.7Professional 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.

17.8Director 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 OFDIRECTORS

18.1 Meetings ofDirectors

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.

18.2Voting atMeetings

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 has a second or casting vote.

18.3Chair ofMeetings

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

(1) the chair of the board, ifany;

(2) in the absence of the chair of the board, the president, if any, if the president is a director;or

(3) any other director chosen by the directors if:

(a) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

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(b) neither the chair of the board nor the president, if a director, is willing to chair the meeting;or

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

18.4Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by 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. A director may participate in a meeting of the directors or of any committee of the directors 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.

18.5Calling ofMeetings

A director may, and the 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.

18.6Notice ofMeetings

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.

18.7When Notice NotRequired

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

(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;or

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

18.8Meeting 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.

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18.9Waiver of Notice ofMeetings

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. Attendance of a director or alternate director at a meeting of the directors is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

18.10Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at the two (2) directors in office or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute ameeting.

18.11Validity 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 orofficer.

18.12Consent Resolutions inWriting

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 directors who have not made such a disclosure consents in writing to the resolution.

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.

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19. 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 removedirectors;

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

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

19.2Appointment and Powers of Other Committee

The directors may, byresolution:

(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 adirector;

(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.

19.3Obligations ofCommittees

Any committee appointed under Article 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 mayrequire.

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19.4Powers ofBoard

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 thecommittee.

19.5CommitteeMeetings

Subject to Article 19.2(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 Article 19.1 or19.2:

(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 does not have a second or casting vote.

20.OFFICERS

20.1 Directors May AppointOfficers

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.

20.2Functions, Duties and Powers ofOfficers

The directors may, for eachofficer:

(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; and

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

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20.3Qualifications

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.

20.4Remuneration and Terms ofAppointment

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 thinks 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 Article21:

(1) “eligible party”, in relation to a company, means an individualwho:

(a) is or was a director, alternate director or officer of theCompany;

(b) is or was a director, alternate director or officer of anothercorporation

(i) at a time when the corporation is or was an affiliate of the Company,or

(ii) at the request of the Company;or

(c) at the request of the Company, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of a partnership, trust, joint venture or other unincorporatedentity;

and includes, except in the definition of “eligible proceeding”, and s. 163(1)(c) and (d) and s. 165 of the Business Corporations Act, the heirs and personal or other legal representatives of that individual;

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

(3) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which 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 or officer of, or holding or having held a position equivalent to that of a director, alternative director or officer of, the Company or an affiliate of theCompany:

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

(b) isormaybeliablefororinrespectofajudgment,penaltyorfinein,orexpenses

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related to, theproceeding;

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

21.2Mandatory Indemnification of Eligible Parties

Subject to the Business Corporations Act, the Company must indemnify each eligible party 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 eligible party is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3Indemnification of OtherPersons

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

21.4 Non-Compliance with Business CorporationsAct

The failure of an eligible party 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.

21.5Company May PurchaseInsurance

The Company may purchase and maintain insurance for the benefit of any eligible party (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 unincorporatedentity;

(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 an eligible party.

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.

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22.2Declaration ofDividends

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.

22.3No NoticeRequired

The directors need not give notice to any shareholder of any declaration under Article22.2.

22.4RecordDate

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 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5Manner of PayingDividend

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

22.6Settlement ofDifficulties

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 paid 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.

22.7When DividendPayable

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

22.8Dividends 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 sharesheld.

22.9Receipt by JointShareholders

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.

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22.10Dividend Bears NoInterest

No dividend bears interest against theCompany.

22.11FractionalDividends

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.

22.12Payment ofDividends

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 registered address of the shareholder, or in the case of joint shareholders, to the registered 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 theamount 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 taxingauthority.

22.13Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or 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 retained earnings or surplus so capitalized or any part thereof.

23.ACCOUNTING, RECORDS ANDREPORTS

23.1 Recording of FinancialAffairs

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.

23.2Inspection of AccountingRecords

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 theCompany.

24.NOTICES

24.1 Method of GivingNotice

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:

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(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 thatclass;

(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 thatclass;

(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; or

(5) physical delivery to the intended recipient.

24.2Deemed Receipt ofMailing

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) e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the day it wase-mailed.

24.3Certificate ofSending

A certificate signed by the secretary, if any, or other officer of the Company or of any other person 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.

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24.4Notice to JointShareholders

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.

24.5Notice to Legal Representative and Trustees

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

(1) mailing the record, addressed tothem:

(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.

24.6UndeliveredNotice

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 newaddress.

25.SEAL

25.1 Who May AttestSeal

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 twodirectors;

(2) any officer, together with any director;

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

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

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25.2SealingCopies

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, or the signature of any other person as may be determined by the directors.

25.3Mechanical Reproduction ofSeal

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 onthem.

26. PROHIBITIONS

26.1 Definitions

In this Article26:

(1) "designated security"means:

(a) a voting security of theCompany;

(b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(c) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or(b);

(2) "security" has the meaning assigned in the Securities Act (BritishColumbia);

(3) "voting security" means a security of the Company that:

(a) is not a debt security,and

(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

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26.2Application

Article 26.3 does not apply to the Company if and for so long as it is a Public Company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or a company to which the Statutory Reporting Company Provisions apply.

26.3Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of any one director or officer of the Company.

27.Change Of Registered And RecordsOffice

The Company may appoint or change its registered and records offices, or either of them, and the agent responsible therefore, at any time by resolution of the directors. After the appointment of the first registered or records office agent, such agent may terminate its appointment pursuant to the Business Corporations Act.