Preview | Bylaw No. 1 |

A BY-LAW RELATING GENERALLY TO THE CONDUCT
OF THE BUSINESS AND AFFAIRS OF METALLICA RESOURCES INC.
A CANADIAN FEDERAL CORPORATION

TABLE OF CONTENTS


SECTION 1 DEFINITIONS			1
1.1 General			1
1.2 Interpretation			1
SECTION 2 GENERAL BUSINESS			2
2.1 Financial Year			2
2.2 Execution of Instruments			2
2.3 Voting Rights in Other Bodies Corporate			2
SECTION 3 MEETINGS OF DIRECTORS			3
3.1 Quorum			3
3.2 Calling of Meetings			3
3.3 First Meeting of New Board			3
3.4 Chair			3
3.5 Votes to Govern			3
3.6 Casting Vote			4
SECTION 4 CHAIRPERSON AND OFFICERS			4
4.1 Appointment of Chairperson			4
4.2 Appointment of Officers			4
4.3 President			4
4.4 Vice-President			4
4.5 Secretary			4
4.6 Treasurer			5
4.7 Powers and Duties of Officers			5
SECTION 5 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS			5
5.1 Limitation of Liability			5
5.2 Indemnity			5
5.3 Insurance			6
SECTION 6 SECURITIES			6
6.1 Enforcement of Lien			6
SECTION 7 DIVIDENDS			7
7.1 Declaration and Payment			7
7.2 Payment			7
7.3 Set-Off			8
SECTION 8 MEETINGS OF SHAREHOLDERS			8
8.1 Chairperson, Secretary and Scrutineers			8
8.2 Persons Entitled to be Present			8
8.3 Quorum			8
8.4 Right to Vote			8
8.5 Votes to Govern			9
8.6 Casting Vote			9
8.7 Adjournment			9
8.8 Meetings by Telephone, Electronic or Other Communication Facility			9

BY-LAW NO. 1

A BY-LAW RELATING GENERALLY TO THE CONDUCT
OF THE BUSINESS AND AFFAIRS OF [INSERT COMPANY NAME],
A CANADIAN FEDERAL CORPORATION

RESOLVED as a by-law of METALLICA RESOURCES INC. (hereinafter referred to as the Corporation) as follows:

SECTION 1 DEFINITIONS

1.1 General

In the By-laws of the Corporation, unless the context otherwise requires:

(1) Act means the Canada Business Corporations Act, and the regulations thereunder, as from time to time amended, and every statute or regulation (as the case may be) that may be substituted therefor and, in the case of such amendment or substitution, any reference in the by- laws of the Corporation shall be read as referring to the amended or substituted provisions therefor;

(2) Articles means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization and articles of revival of the Corporation and includes any amendments thereto;

(3) Board means the board of directors of the Corporation;

(4) By-laws means these by-laws and all other by-laws of the Corporation from time to time in force and effect;

(5) Director means a member of the Board;

(6) meeting of shareholders means annual and special meetings of shareholders.

1.2 Interpretation

In this by-law:

(1) Other than as specified above, words and expressions defined in the Act, have the same meanings when used herein. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a natural person in his capacity as trustee, executor, administrator or other legal representative.

(2) The invalidity or unenforceability of any provisions in this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law; and

(3) The insertion of headings in this by-law are for convenience of reference only and shall not affect its construction or interpretation.

SECTION 2 GENERAL BUSINESS

2.1 Financial Year

The Board may, by resolution, fix the financial year-end of the Corporation and may from time to time, by resolution, change the financial year-end of the Corporation.

2.2 Execution of Instruments

(1) Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two (2) directors or officers of the Corporation.

(2) In addition, the Board may from time to time authorize any other person or persons to sign any particular instruments.

(3) The secretary, or any other officer or any Director, may sign certificates and similar instruments (other than share certificates) on the Corporations behalf with respect to any factual matters relating to the Corporations business and affairs, including, without limitation, certificates verifying copies of the Articles, By-laws, resolutions and minutes of meetings of the Corporation.

(4) The signature of any person authorized to sign on behalf of the Corporation may, if specifically authorized by resolution of the Board, be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced or may be an electronic signature. Anything so signed shall be as valid as if it had been signed manually, even if that person has ceased to hold office when anything so signed is issued or delivered, until revoked by resolution of the Board.

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SECTION 9 NOTICES			9
9.1 Notice to Joint Shareholders			9
9.2 Computation of Time			9
9.3 Omissions and Errors			10
SECTION 10 EFFECTIVE DATE			10
10.1 Effective Date			10
10.2 Repeal			10