TRANSITION APPLICATION FORM 43 BUSINESS CORPORATIONS ACT SECTION 437

TRANSITION APPLICATION FORM 43 BUSINESS CORPORATIONS ACT SECTION 437

-------------------------------------------------------------------------------- TRANSITION APPLICATION This confirms there has been filed with the registrar all records necessary to ensure that the information in the corporate registry respecting the directors of the company is, immediately before the transition application is submitted to the registrar for filing, correct.

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CO630300Page: 3 of 4 AUTHORIZED SHARE STRUCTURE

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NOTICE OF ALTERATION FORM 11 BUSINESS CORPORATIONS ACT SECTION 257

NOTICE OF ALTERATION

ALTERATION EFFECTIVE DATE: The alteration is to take effect at the time that this application is filed with the Registrar. PRE-EXISTING COMPANY PROVISiONS The company has resolved that the Pre-existing Company Provisions no longer apply to this company. CO630300Page: 1 of 1 ARTICLES OF SUN MEDIA CORPORATION CONTINUATION NUMBER: C-630300 TABLE OF CONTENTS

SUN MEDIA CORPORATION CONTINUATION NUMBER: C-630300 PART 1 - INTERPRETATION 1.1 In these Articles, unless the context otherwise requires: (a) "directors" means the director or directors of the Company for the time being; (b) "Business Corporations Act" means the Business Corporations Act of the Province of British Columbia from time to time in force and all amendments thereto and all Regulations and amendments thereto made pursuant to that Act; (c) "register" means the central securities register to be kept pursuant to the Business Corporations Act; (d) "registered address" of a shareholder means his address as recorded in the register; (e) "prescribed address" of a director means his address as recorded in the Company's register of directors to be kept at the records office of the Company pursuant to the Business Corporations Act. 1.2 Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation. 1.3 The definitions in the Business Corporations Act in force and as amended from time to time shall, with necessary changes and so far as applicable, apply to these Articles. 1.4 The regulations contained in Table 1 in the Regulations made pursuant to the Business Corporations Act shall not apply to the Company. PART 2 - ISSUE OF SHARES 2.1 Subject to the Business Corporations Act and to these Articles, the issue of shares of the Company shall be under the control of the directors who may, subject to the rights of holders of shares of the Company for the time being outstanding, allot or otherwise dispose of, and/or grant options on, shares authorized but not yet issued at such times and to such persons, including directors, and in such manner and upon such terms and conditions and at such price or for such consideration as the directors in their absolute discretion may determine. 2.2 The directors of the Company need not, before allotting any shares, first offer those shares pro rata to the shareholders or, where there are classes of shares, first offer the - 2 - shares to be allotted pro rata to the shareholders holding shares of the class proposed to be allotted. 2.3 When the Company is authorized to issue shares without par value, the directors are authorized to determine the price or consideration for which such shares shall be allotted or issued, and notwithstanding that the price or consideration for a share may be other than cash, the price or consideration for a share shall, at the time when the share is allotted, be expressed in terms of money and so recorded in the proceedings of the directors of the Company. 2.4 Subject to the provisions and restrictions contained in the Business Corporations Act applicable to the shares without par value or otherwise, the Company may pay a commission or allow a discount in an amount not exceeding 25% of the amount of the subscription price to any person in consideration of his subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally for shares. The Company may pay such brokerage as may be lawful. PART 3 - SHARE CERTIFICATES 3.1 Every share certificate issued by the Company shall be in such form as the directors approve and shall comply with the requirements of the Business Corporations Act. 3.2 If any share certificate is worn out or defaced, then upon production of that certificate to the directors or the transfer agent of the Company, the directors or that transfer agent may declare the same to be cancelled and cause it to be so marked and may issue a new certificate in place of the certificate cancelled. If any share certificate is lost or destroyed, then, upon proof of the loss or destruction to the satisfaction of the directors, and upon giving such indemnity as the directors deem adequate, a new certificate shall be issued to the party entitled to it. In any such case where a new share certificate is issued, the fee prescribed in Part 18 of these Articles must be paid if requested. 3.3 A share certificate registered in the names of two or more persons shall be delivered to the person first named on the register. PART 4 - TRANSFER OF SHARES, GENERAL 4.1 Subject to the restrictions, if any, set forth in these Articles, any shareholder may transfer his shares by instrument in writing executed by or on behalf of such shareholder and delivered to the Company or its transfer agent. The instrument of transfer of any share of the Company shall be in the form, if any, on the back of the certificate of the share being transferred, or in any other form which the directors may approve. If the directors so require, each instrument of transfer shall be in respect of only one class of shares. 4.2 Every instrument of transfer shall be executed by the transferor and left at the registered office of the Company or at an authorized office of its transfer agent for registration, together with the certificate for the shares to be transferred and such other evidence, if any, as the directors or the transfer agent may require to prove the title of the transferor or his right to transfer the shares. All instruments of transfer which are registered shall be - 3 - retained by the Company or its transfer agent, but any instrument of transfer where the transfer is not registered shall be returned to the person depositing the same, together with the share certificate which accompanied the same when tendered for registration. The transferor shall remain the holder of the share until the name of the transferee is entered on the register in respect of that share. 4.3 The signature of the registered owner of any shares, or of his duly authorized attorney, upon the form of transfer constitutes an authority to the Company to register the shares specified in the form of transfer in the name of the person named in that form as transferee or, if no person is so named, then in any name designated in writing by the person depositing the share certificate and the form of transfer with the Company or its agents. The Company or its transfer agent may require proof or guarantee of the signature of any transferor. 4.4 Neither the Company nor any director, officer or agent is bound to enquire into the title of the transferee of shares to be transferred, nor is any such person liable to the registered or any intermediate owner of the shares for registering the transfer. 4.5 The Company may keep its register either at its records office or at any other location in British Columbia designated by the directors, and may maintain branch registers at any locations inside or outside British Columbia designated by the directors. PART 5 - TRANSMISSION OF SHARES 5.1 In the case of the death or bankruptcy of a shareholder, his personal representative or trustee in bankruptcy shall be the only person recognized by the Company as having any title to or interest in the shares registered in the name of the deceased. Before recognizing any personal representative or trustee in bankruptcy the directors may require him to produce and deposit the documents required by the Business Corporations Act. PART 6 - BORROWING AND CAPITAL 6.1 Subject to any restriction which may from time to time be included in the memorandum of the Company or these Articles or contained in the Business Corporations Act or the terms, rights or restrictions of any shares or securities of the Company outstanding, the directors may at their discretion authorize the Company to borrow any sum of money and may raise or secure the repayment of such sum in such manner and upon such terms and conditions, in all respects, as they think fit, and in particular, and without limiting the generality of the foregoing, by the issue of bonds or debentures, or any mortgage or charge, whether specific or floating, or by granting any other security on the undertaking, or the whole or any part of the property, of the Company, both present and future. 6.2 The directors may make any debentures, bonds or other debt obligations issued by the Company, by their terms assignable free from any equities between the Company and the person to whom they may be issued or any other person who lawfully acquires the same by assignment, purchase, or otherwise, howsoever. - 4 - 6.3 The directors may authorize the issue of any debentures, bonds or other debt obligations of the Company at a discount, premium or otherwise, and with special or other rights or privileges as to redemption, surrender, entitlement to interest or share of income, allotment of, or conversion into, or exchange for shares, attendance at general meetings of the Company, and otherwise as the directors may determine at or before the time of issue, but no debenture shall be issued which the Company has not the power to reissue until the shareholders by resolution determine such debenture shall be cancelled unless such debenture expressly provides by its terms that it shall not be reissued. 6.4 The Company by ordinary resolution of the shareholders and insofar as the Business Corporations Act shall permit, may alter its memorandum to increase its authorized share structure by: (a) creating shares with par value, or shares without par value, or both; (b) increasing the number of shares with par value, or shares without par value, or both; (c) increasing the par value of a class of shares with par value, if no shares of that class are issued; or (d) creating shares of different classes with special rights or restrictions. 6.5 The Company may, by resolution of the directors and subject to the provisions of the Business Corporations Act and the specific provisions of any special rights or restrictions attached to any class or classes of its shares, purchase or otherwise acquire any of its shares if, at the time of the proposed purchase or acquisition the Company is not insolvent or likely to be rendered insolvent by such purchase or acquisition. The Company need not make its offer to purchase shares pro rata to every shareholder who holds shares of the class or series of shares to be purchased. 6.6 Where the Company proposes to redeem some, but not all, of its shares of a particular class or kind, the directors shall have absolute discretion to determine in such manner as they deem proper which shares shall be redeemed, and, without limiting the generality of the foregoing, may redeem shares which have been purchased by the Company in priority to shares which are held by shareholders. 6.7 The banking business of the Company, or any part thereof, shall be transacted with such bank, trust company or other firm or body corporate as the board may designate, appoint or authorize from time to time and all such banking business, or part thereof, shall be transacted on the Company's behalf by such one or more officers or other persons as the board may designate, direct or authorize from time to time and to the extent thereby provided. PART 7 - MEETINGS 7.1 Meetings of the Company shall be held at such time and place, in accordance with the Business Corporations Act, as the directors appoint, and, unless otherwise specifically - 5 - provided, the provisions of these Articles relating to meetings shall apply with necessary changes to a meeting of shareholders holding a particular class of shares. 7.2 Every meeting, other than an annual general meeting or a class meeting, shall be called an extraordinary general meeting. 7.3 The directors may, whenever they think fit, convene an extraordinary general meeting. 7.4 Notice of a meeting shall be given not less than 10 days and not more than 50 days prior to the date of the meeting and shall specify the place, the day and the hour of meeting, and, in case of special business, the general nature of that business. The accidental omission to give notice of any meeting to, or the non-receipt of any notice by, any of the shareholders entitled to receive notice, shall not invalidate any proceedings at that meeting. 7.5 If any special business includes presenting, considering, approving, ratifying or authorizing the execution of any document, then the portion of any notice relating to that document is sufficient if it states that a copy of the document or proposed document is or will be available for inspection by shareholders at an office of the Company in the Province of British Columbia or at one or more designated places in the Province during business hours on any specified or unspecified business day or days prior to the date of the meeting, and at the meeting. 7.6 Meetings of shareholders shall be held at the registered office of the Company or elsewhere in the municipality in which the registered office is situate or, if the board shall so determine, at some other place in Canada or, if all shareholders entitled to vote at the meeting agree, at some place outside Canada, and a shareholder who attends a meeting outside Canada is deemed to have so agreed except when he attends such meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held. PART 8 - PROCEEDINGS AT GENERAL MEETINGS 8.1 The following business at a general meeting shall be deemed to be special business: (a) All business at an extraordinary general meeting; (b) All business that is transacted at an annual general meeting, with the exception of the consideration of the financial statements and the report of the directors and auditors, the election of directors, the appointment of the auditors and such other business as, under these Articles or in accordance with the Business Corporations Act, ought to be transacted at an annual general meeting or is business which is brought under consideration by the report of the directors issued with the notice convening the meeting; and no special business shall be conducted at any meeting unless notice of that business has been given to the shareholders in accordance with these Articles or shareholders holding at least 75% of the shares entitled to be voted at that meeting are present and consent to the conduct of such business. - 6 - 8.2 No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at any meeting at any time when a quorum is not present. A quorum shall be two persons holding or representing by proxy not less than one-half of the outstanding shares of the Company which are entitled to be voted at the meeting, unless the Company has only one shareholder, in which case the quorum shall be that shareholder who may conduct the business of the Company by proceedings recorded in writing and signed by him. If at any time during a meeting there ceases to be a quorum present, any business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated, as the case may be. 8.3 If within 30 minutes from the time appointed for a meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be terminated. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting, the shareholder or shareholders present shall be a quorum. 8.4 Subject to Article 8.5, the chairman of the directors, if there is one, failing whom the president of the Company, failing whom one of the directors present chosen by the directors from among their number, shall preside as chairman of every meeting. 8.5 If at any general meeting there is no chairman or president or director present within 15 minutes after the time appointed for holding the meeting, or if the chairman or president and all the directors present are unwilling to act as chairman, the shareholders present shall choose someone of their number to be chairman. 8.6 The chairman of a meeting may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Except as aforesaid, it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 8.7 No resolution proposed at a meeting need be seconded, and the chairman of any meeting is entitled to move or propose a resolution. 8.8 In case of an equality of votes either on a show of hands or on a poll, the chairman shall have a casting or second vote in addition to the vote or votes to which he may be entitled as a shareholder, which vote or votes he is entitled to cast without vacating the chair. 8.9 In the case of any dispute as to the admission or rejection of a proxy or a vote, the chairman shall determine the same and his determination, made in good faith, is final and conclusive. 8.10 A shareholder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. - 7 - 8.11 Subject to these Articles, if a poll is duly demanded it shall be taken in such manner as the chairman directs within seven days of the demand for the same. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded. A demand for a poll may be withdrawn at any time before it has been taken. 8.12 A poll demanded on a question of adjournment shall be taken at the meeting without adjournment. 8.13 The demand for a poll shall not, unless the chairman so rules, prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded or questions which depend or bear upon that question. 8.14 Subject always to any contrary or specific provision of the Business Corporations Act, a resolution that has been submitted to all of the shareholders who would have been entitled to vote thereon in person or by proxy at a meeting and that has been consented to in writing by such shareholders holding not less than 75% of the shares of the Company shall be deemed to be an ordinary resolution passed at a meeting. 8.15 Subject always to any contrary or specific provision of the Business Corporations Act, a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote thereon in person or by proxy at a meeting shall be deemed to be a special resolution passed at a meeting. 8.16 Subject always to the provisions of the Business Corporations Act, where all the shareholders entitled to attend and vote at the annual general meeting of the Company consent in writing to all the business required to be transacted at the meeting, it is not necessary for the Company to hold that annual general meeting. PART 9 - VOTES OF SHAREHOLDERS 9.1 Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every shareholder present in person or by proxy has one vote, and on a poll every such shareholder present in pers