FORM 21 (Section 371) PROVINCE OF BRITISH COLUMBIA Certificate of Inc. No.319620 COMPANY ACT SPECIAL RESOLUTION The following special resolution was passed by the undermentioned Company on the date stated: NAME OF COMPANY: MILLENNIUM RESOURCES INC. DATE RESOLUTION PASSED: October 29, 1991 RESOLUTION: BE IT RESOLVED AS SPECIAL RESOLUTIONS THAT: 1. The name of the Company be changed to CALAIS RESOURCES INC. and that Paragraph 1 of the Memorandum be amended to read as follows: "1. The name of the Company is CALAIS RESOURCES INC." 2. The Company consolidate all of the 25,000,000 common shares without par value of which 7,288,001 common shares without par value are issued and outstanding, into 5,000,000 common shares without par value, of which 1,457,600.2 common shares without par value are issued and outstanding, every five (5) common shares without par value being consolidated into one (1) common share without par value. 3. The authorized capital of the Company which presently consists of 5,000,000 common shares without par value of which 1,457,600.2.common shares without par value are issued and outstanding, be increased to 100,000,000 common shares without par value of which 1,457, 600.2 common shares without par value are issues and outstanding, all shares issued and unissued ranking pari passu, and that Paragraph 2 of the Memorandum be amended to read as follows: "2. The authorized capital of the Company consists of One Hundred Million (100,000,000) common shares without par value." The Memorandum, as altered, is attached hereto as Schedule "A". Certified a true copy the 20th day of January, 1992. (Signature)____________________________ (Relationship to Company) Solicitor SCHEDULE "A" ATTACHED TO AND FORMING PART OF A SPECIAL RESOLUTION OF MILLENIUM RESOURCES INC. PASSED ON THE 29TH DAY OF OCTOBER, 1991. COMPANY ACT ALTERED MEMORANDUM I wish to be formed into a Company with limited liability under the Company Act in pursuance of this Memorandum. 1. The name of the Company is CALAIS RESOURCES INC. 2. The authorized capital of the Company consists of One Hundred Million (100,000,000) common shares without par value.