Common use of Adjustment of Exchange Number Clause in Contracts

Adjustment of Exchange Number. The Exchange Number (or the number and kind of securities to be received upon exercise in the case of subsections 5.2(4) and (5) below) shall be subject to adjustment from time to time in the events and in the manner provided in section 5.3 and as follows: (1) If prior to the Exercise Date the Corporation shall: (a) issue to all or substantially all the holders of the Common Shares, by way of a stock distribution, stock dividend or otherwise, Common Shares or Convertible Securities; or (b) subdivide its outstanding Common Shares into a greater number of Common Shares; or (c) combine or consolidate its outstanding Common Shares into a smaller number of Common Shares, (any of these events being herein called a “Securities Reorganization”), the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Securities Reorganization to a number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (i) the numerator of which shall be the number of Common Shares outstanding after giving effect to the Securities Reorganization; and (ii) the denominator of which shall be the number of Common Shares outstanding on the record date before giving effect to the Securities Reorganization. For the purposes of determining the number of Common Shares outstanding at any particular time for the purpose of this subsection 5.2(1), there shall be included that number of Common Shares which would have resulted from the conversion at that time of all outstanding Convertible Securities. (2) If prior to the Exercise Date the Corporation shall issue rights, options or warrants to all or substantially all the holders of the Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue thereof at a price, or at a conversion price, of less than 95% of the Share Price at the record date for such distribution (any such issuance being herein called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering or upon conversion of the Convertible Securities offered by the Rights Offering being herein called the “Offered Securities”), the Exchange Number shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (a) the numerator of which shall be the sum of (i) the number of Common Shares outstanding on the record date plus (ii) the number of Offered Securities offered pursuant to the Rights Offering or the maximum number of Offered Securities into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and (b) the denominator of which shall be the sum of: (i) the number of Common Shares outstanding on the record date for the Rights Offering; and (ii) the number arrived at when (A) either the product of (1) the number of Offered Securities so offered and (2) the price at which those Common Shares are offered, or the product of (3) the conversion price thereof and (4) the maximum number of Offered Securities for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (B) the Share Price of the Common Shares on the record date. Any Offered Securities owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any computation. If all the rights, options or warrants are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the Exchange Number shall be readjusted to the Exchange Number in effect immediately prior to the record date and the Exchange Number shall be further adjusted based upon the number of Offered Securities (or Convertible Securities into Offered Securities) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date. (3) If prior to the Exercise Date the Corporation shall issue or distribute to all or substantially all the holders of Common Shares (i) securities of any class other than Common Shares, or (ii) rights, options or warrants other than rights, options or warrants to acquire Common Shares exercisable within a period of 45 days after the record date for such issue or distribution at a price, or at a conversion price, less than 100% of the Share Price at the record date for such distribution, or (iii) evidences of indebtedness, or (iv) any other assets (excluding cash distributions that Subscription Receiptholders receive under section 7.4) and that issuance or distribution does not constitute a Securities Reorganization or a Rights Offering (any of those events being herein called a “Special Distribution”), the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (a) the numerator of which shall be the product of (i) the sum of the number of Common Shares outstanding on the record date and (ii) the Share Price thereof on that date; and (b) the denominator of which shall be: (i) the product of (A) the sum of the number of Common Shares outstanding on the record date and (B) the Share Price thereof on that date; less, (ii) the aggregate fair market value, as determined by the directors, but subject to TSX approval, whose determination shall, absent manifest error, be conclusive, of the securities, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that the distribution of securities, rights, options, warrants, evidences of indebtedness or assets if not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Exchange Number shall be readjusted to the Exchange Number that would then be in effect based upon the securities, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date. (4) If prior to the Exercise Date there is a reorganization of the Corporation not otherwise provided for in subsections 5.2(1) or 5.3(8) or a consolidation or merger or amalgamation of the Corporation with or into another entity including a transaction whereby all or substantially all of the Corporation’s undertaking and assets become the property of any other entity (any such event being herein called a “Capital Reorganization”) each holder of a Subscription Receipt shall be entitled to receive and shall accept, upon the exercise of the Subscription Receipts at any time after the effective date of the Capital Reorganization, in lieu of the number of Common Shares and Warrants (and any other securities or properties to which holders are entitled upon exercise of the Subscription Receipts) to which he or she was theretofore entitled upon exercise of the Subscription Receipt, the aggregate number of Common Shares and Warrants or other securities or property of the Corporation, or the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization that the holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, he or she had been the holder of the number of Common Shares and Warrants (and any other securities to which holders are entitled upon exercise of the Subscription Receipts) to which immediately before the transaction he or she was entitled upon exercise of the Subscription Receipts. No Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken so that the holders of Subscription Receipts shall thereafter be entitled to receive the number of Common Shares and Warrants or other securities or property of the Corporation or of the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this section and in section 5.3. (5) If the Corporation shall reclassify or otherwise change the outstanding Common Shares, the exercise right shall be adjusted effective immediately upon the reclassification becoming effective so that holders of Subscription Receipts exercised thereafter shall be entitled to receive Common Shares and Warrants as they would have received had the Subscription Receipts been exercised immediately prior to the effective date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this section and in section 5.3.

Adjustment of Exchange Number. The Exchange Number (or the number and kind of shares or securities to be received upon exercise in the case of subsections 5.2(4) 5.2.4 and (5) 5.2.5 below) shall be subject to adjustment from time to time in the events and in the manner provided in section 5.3 and as follows:in the manner provided in this Article 5. (1) 5.2.1 If prior to during the Exercise Date Adjustment Period the Corporation Company shall: (a) issue to all or substantially all the holders of the Common Shares, Shares in Canada by way of a stock distribution, stock dividend or otherwise, otherwise Common Shares or Convertible SecuritiesSecurities (save and except for any issue of Common Shares in lieu of cash dividends paid in the ordinary course upon exercise by shareholders of a right to receive or reinvest cash dividends in Common Shares and save and except for dividends paid in the ordinary course); or (b) subdivide or split its then outstanding Common Shares into a greater number of Common Sharesshares; or (c) combine or consolidate its then outstanding Common Shares into a smaller number of Common Shares, shares (any of these those events being herein called a “Securities "Common Share Reorganization”"), ; then the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Securities Common Share Reorganization to a number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (id) the numerator of which shall be the number of Common Shares outstanding after giving effect to the Securities Common Share Reorganization; and (iie) the denominator of which shall be the number of Common Shares outstanding on the record date before giving effect to the Securities Common Share Reorganization. For the purposes of determining the number of Common Shares outstanding at any particular time for the purpose of this subsection 5.2(1), 5.2.1 there shall be included that number of Common Shares which would have resulted from the conversion at that time of all outstanding Convertible Securities. (2) 5.2.2 If prior to during the Exercise Date Adjustment Period the Corporation Company shall issue rights, options or warrants to all or substantially all the holders of the Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities Securities, save and except rights, options or warrants to acquire within a period of 45 days from the date of issue thereof Common Shares at a price, or Convertible Securities at a conversion price, of not less than 95% of the Share Current Market Price at the record such date for such distribution of issue aforesaid (any such issuance not hereinbefore excepted being herein called a “"Rights Offering” " and Common Shares that may be acquired in exercise of the Rights Offering Offering, or upon conversion of the Convertible Securities offered by the Rights Offering Offering, being herein called the “"Offered Securities”Common Shares"), the Exchange Number shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (a) the numerator of which shall be the sum of of: (i) the number of Common Shares outstanding on the record date plus date; plus: (ii) the number of Offered Securities Common Shares offered pursuant to the Rights Offering or the maximum number of Offered Securities Common Shares into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and (b) the denominator of which shall be the sum of: (i) the number of Common Shares outstanding on the record date for the Rights Offeringdate; andplus: (ii) the number arrived at when (A) either the product of (1) the number of Offered Securities Common Shares so offered and (2) the price at which those Common Shares shares are offered, or the product of (3) the conversion price thereof and (4) the maximum number of Offered Securities Common Shares for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (B) the Share Current Market Price of the Common Shares on the record date. Any Offered Securities Common Shares owned by or held for the account of the Corporation Company shall be deemed not to be outstanding for the purpose of any computation. If all the rights, options or warrants are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the Exchange Number shall be readjusted to the Exchange Number in effect immediately prior to the record date date, and the Exchange Number shall be further adjusted based upon the number of Offered Securities Common Shares (or Convertible Securities into Offered SecuritiesCommon Shares) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date. (3) 5.2.3 If prior to during the Exercise Date Adjustment Period the Corporation Company shall issue or distribute to all or substantially all the holders of Common Shares Shares, (i) securities shares of any class other than Common Shares, or (ii) rights, options or warrants other than rightswarrants, options or warrants to acquire Common Shares exercisable within a period of 45 days after the record date for such issue or distribution at a price, or at a conversion price, less than 100% of the Share Price at the record date for such distribution, or (iii) evidences of indebtedness, indebtedness or (iv) any other assets (excluding cash distributions that Subscription Receiptholders receive under section 7.4dividends paid in the ordinary course) and that issuance or distribution does not constitute a Securities Common Share Reorganization or a Rights Offering or an issuance excepted from the definition of Rights Offering in subsection 5.2.2 (any of those events being herein called a “"Special Distribution”"), the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (a) the numerator of which shall be the product of of: (i) the sum of the number of Common Shares outstanding on the record date and plus the number of Common Shares which the Warrantholders would be entitled to receive upon exercise of all their outstanding Warrants if they were exercised on the record date; multiplied by: (ii) the Share Current Market Price thereof on that date; and (b) the denominator of which shall be: (i) the product of of: (A) the sum of the number of Common Shares outstanding on the record date and plus the number of Common Shares which the Warrantholders would be entitled to receive upon exercise of all their outstanding Warrants if they were exercised on the record date; multiplied by: (B) the Share Current Market Price thereof on that date; less,: (ii) the aggregate fair market value, as determined by the directors, but subject to TSX approvalboard, whose determination shall, absent manifest error, shall be conclusive, of the securitiesshares, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution. Any Common Shares owned by or held for the account of the Corporation Company shall be deemed not to be outstanding for the purpose of any such computation. To ; to the extent that the distribution of securitiesshares, rights, options, warrants, evidences of indebtedness or assets if is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Exchange Number shall be readjusted to the Exchange Number that would then be in effect based upon the securitiesshares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date. (4) 5.2.4 If prior to during the Exercise Date Adjustment Period there is a reorganization of the Corporation Company not otherwise provided for in subsections 5.2(1) or 5.3(8) subsection 5.2.1 or a consolidation or consolidation, merger or amalgamation of the Corporation Company with or into another body corporate or other entity including a transaction whereby all or substantially all of the Corporation’s Company's undertaking and assets become the property of any other corporation or other entity (any such event being herein called a “"Capital Reorganization”) each "), any holder of a Subscription Receipt Warrant who has not exercised his Warrant for Common Shares prior to the effective date of the Capital Reorganization shall be entitled to receive and shall accept, upon the exercise of the Subscription Receipts his Warrants at any time after the effective date of the Capital Reorganization, in lieu of the number of Common Shares and Warrants (and any other securities or properties to which holders are entitled upon exercise of the Subscription ReceiptsWarrants) to which he or she was theretofore entitled upon exercise of the Subscription ReceiptWarrants, the aggregate number of Common Shares and Warrants shares or other securities or property of the CorporationCompany, or the continuing, successor or purchasing personcorporation, as the case may be, under the Capital Reorganization that the holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, he or she had been the holder of the number of Common Shares and Warrants (and any other securities to which holders are entitled upon exercise of the Subscription ReceiptsWarrants) to which immediately before the transaction he or she was entitled upon exercise of the Subscription ReceiptsWarrants. No Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken so that the holders of Subscription Receipts Warrants shall thereafter be entitled to receive the number of Common Shares and Warrants shares or other securities or property of the Corporation Company, or of the continuing, successor or purchasing personcorporation or other entity, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this section 5.2 and in section 5.3. (5) 5.2.5 If the Corporation Company shall reclassify or otherwise change the outstanding Common Shares, the exercise right shall be adjusted effective immediately upon the reclassification becoming effective so that holders of Subscription Receipts exercised Warrants who exercise their rights thereafter shall be entitled to receive Common Shares and Warrants such shares as they would have received had the Subscription Receipts Warrants been exercised immediately prior to the effective date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this section 5.2 and in section 5.3.

Adjustment of Exchange Number. The Exchange Number (or the number and kind of shares or securities to be received upon exercise in the case of subsections 5.2(47.2(4) and (5) below) shall be subject to adjustment from time to time in the events and in the manner provided in section 5.3 7.3 and as follows: (1) If If, prior to the Exercise Release Date the Corporation shall: (a) issue to all or substantially all the holders of the Common Shares, by way of a stock distribution, stock dividend or otherwise, Common Shares or Convertible Securities; or (b) subdivide its outstanding Common Shares into a greater number of Common Sharesshares; or (c) combine or consolidate its outstanding Common Shares into a smaller number of Common Sharesshares, (any of these events being herein called a “Securities Share Reorganization”), the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Securities Share Reorganization to a number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (i) the numerator of which shall be the number of Common Shares outstanding after giving effect to the Securities Share Reorganization; and (ii) the denominator of which shall be the number of Common Shares outstanding on the record date before giving effect to the Securities Share Reorganization. For the purposes of determining the number of Common Shares outstanding at any particular time for the purpose of this subsection 5.2(17.2(1), there shall be included that number of Common Shares which would have resulted from the conversion at that time of all outstanding Convertible Securities. (2) If prior to the Exercise Release Date the Corporation shall issue rights, options or warrants to all or substantially all the holders of the Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue thereof at a price, or at a conversion price, of less than 95% of the Share Current Market Price at the record date for such distribution (any such issuance being herein called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering or upon conversion of the Convertible Securities offered by the Rights Offering being herein called the “Offered SecuritiesShares”), the Exchange Number shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (a) the numerator of which shall be the sum of (i) the number of Common Shares outstanding on the record date plus (ii) the number of Offered Securities Shares offered pursuant to the Rights Offering or the maximum number of Offered Securities Shares into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and (b) the denominator of which shall be the sum of: (i) the number of Common Shares outstanding on the record date for the Rights Offering; and (ii) the number arrived at when (A) either the product of (1) the number of Offered Securities Shares so offered and (2) the price at which those Common Shares are offered, or the product of (3) the conversion price thereof and (4) the maximum number of Offered Securities Shares for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (B) the Share Price of the Common Shares on the record date. Any Offered Securities owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any computation. If all the rights, options or warrants are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the Exchange Number shall be readjusted to the Exchange Number in effect immediately prior to the record date and the Exchange Number shall be further adjusted based upon the number of Offered Securities (or Convertible Securities into Offered Securities) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date. (3) If prior to the Exercise Date the Corporation shall issue or distribute to all or substantially all the holders of Common Shares (i) securities of any class other than Common Shares, or (ii) rights, options or warrants other than rights, options or warrants to acquire Common Shares exercisable within a period of 45 days after the record date for such issue or distribution at a price, or at a conversion price, less than 100% of the Share Price at the record date for such distribution, or (iii) evidences of indebtedness, or (iv) any other assets (excluding cash distributions that Subscription Receiptholders receive under section 7.4) and that issuance or distribution does not constitute a Securities Reorganization or a Rights Offering (any of those events being herein called a “Special Distribution”), the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (a) the numerator of which shall be the product of (i) the sum of the number of Common Shares outstanding on the record date and (ii) the Share Price thereof on that date; and (b) the denominator of which shall be: (i) the product of (A) the sum of the number of Common Shares outstanding on the record date and (B) the Share Price thereof on that date; less, (ii) the aggregate fair market value, as determined by the directors, but subject to TSX approval, whose determination shall, absent manifest error, be conclusive, of the securities, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that the distribution of securities, rights, options, warrants, evidences of indebtedness or assets if not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Exchange Number shall be readjusted to the Exchange Number that would then be in effect based upon the securities, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date. (4) If prior to the Exercise Date there is a reorganization of the Corporation not otherwise provided for in subsections 5.2(1) or 5.3(8) or a consolidation or merger or amalgamation of the Corporation with or into another entity including a transaction whereby all or substantially all of the Corporation’s undertaking and assets become the property of any other entity (any such event being herein called a “Capital Reorganization”) each holder of a Subscription Receipt shall be entitled to receive and shall accept, upon the exercise of the Subscription Receipts at any time after the effective date of the Capital Reorganization, in lieu of the number of Common Shares and Warrants (and any other securities or properties to which holders are entitled upon exercise of the Subscription Receipts) to which he or she was theretofore entitled upon exercise of the Subscription Receipt, the aggregate number of Common Shares and Warrants or other securities or property of the Corporation, or the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization that the holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, he or she had been the holder of the number of Common Shares and Warrants (and any other securities to which holders are entitled upon exercise of the Subscription Receipts) to which immediately before the transaction he or she was entitled upon exercise of the Subscription Receipts. No Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken so that the holders of Subscription Receipts shall thereafter be entitled to receive the number of Common Shares and Warrants or other securities or property of the Corporation or of the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this section and in section 5.3. (5) If the Corporation shall reclassify or otherwise change the outstanding Common Shares, the exercise right shall be adjusted effective immediately upon the reclassification becoming effective so that holders of Subscription Receipts exercised thereafter shall be entitled to receive Common Shares and Warrants as they would have received had the Subscription Receipts been exercised immediately prior to the effective date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this section and in section 5.3.by

Adjustment of Exchange Number. The Exchange Number (or the number and kind of securities to be received upon exercise in the case of subsections 5.2(4) and (5) below) shall be subject to adjustment from time to time in the events and in the manner provided in section 5.3 and as follows: (1) If prior to the Exercise Date the Corporation shall: (a) issue to all or substantially all the holders of the Common Shares, by way of a stock distribution, stock dividend or otherwise, Common Shares or Convertible Securities; or (b) subdivide its outstanding Common Shares into a greater number of Common Shares; or (c) combine or consolidate its outstanding Common Shares into a smaller number of Common Shares, (any of these events being herein called a “Securities Reorganization”), the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Securities Reorganization to a number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (i) the numerator of which shall be the number of Common Shares outstanding after giving effect to the Securities Reorganization; andand 50793135.4 (ii) the denominator of which shall be the number of Common Shares outstanding on the record date before giving effect to the Securities Reorganization. For the purposes of determining the number of Common Shares outstanding at any particular time for the purpose of this subsection 5.2(1), there shall be included that number of Common Shares which would have resulted from the conversion at that time of all outstanding Convertible Securities. (2) If prior to the Exercise Date the Corporation shall issue rights, options or warrants to all or substantially all the holders of the Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue thereof at a price, or at a conversion price, of less than 95% of the Share Price at the record date for such distribution (any such issuance being herein called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering or upon conversion of the Convertible Securities offered by the Rights Offering being herein called the “Offered Securities”), the Exchange Number shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (a) the numerator of which shall be the sum of (i) the number of Common Shares outstanding on the record date plus (ii) the number of Offered Securities offered pursuant to the Rights Offering or the maximum number of Offered Securities into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and (b) the denominator of which shall be the sum of: (i) the number of Common Shares outstanding on the record date for the Rights Offering; and (ii) the number arrived at when (A) either the product of (1) the number of Offered Securities so offered and (2) the price at which those Common Shares are offered, or the product of (3) the conversion price thereof and (4) the maximum number of Offered Securities for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (B) the Share Price of the Common Shares on the record date. 50793135.4 Any Offered Securities owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any computation. If all the rights, options or warrants are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the Exchange Number shall be readjusted to the Exchange Number in effect immediately prior to the record date and the Exchange Number shall be further adjusted based upon the number of Offered Securities (or Convertible Securities into Offered Securities) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date. (3) If prior to the Exercise Date the Corporation shall issue or distribute to all or substantially all the holders of Common Shares (i) securities of any class other than Common Shares, or (ii) rights, options or warrants other than rights, options or warrants to acquire Common Shares exercisable within a period of 45 days after the record date for such issue or distribution at a price, or at a conversion price, less than 100% of the Share Price at the record date for such distribution, or (iii) evidences of indebtedness, or (iv) any other assets (excluding cash distributions that Subscription Receiptholders receive under section 7.4) and that issuance or distribution does not constitute a Securities Reorganization or a Rights Offering (any of those events being herein called a “Special Distribution”), the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (a) the numerator of which shall be the product of (i) the sum of the number of Common Shares outstanding on the record date and (ii) the Share Price thereof on that date; and (b) the denominator of which shall be: (i) the product of (A) the sum of the number of Common Shares outstanding on the record date and (B) the Share Price thereof on that date; less, (ii) the aggregate fair market value, as determined by the directors, but subject to TSX approval, whose determination shall, absent manifest error, be conclusive, of the securities, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution. 50793135.4 Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that the distribution of securities, rights, options, warrants, evidences of indebtedness or assets if not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Exchange Number shall be readjusted to the Exchange Number that would then be in effect based upon the securities, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date. (4) If prior to the Exercise Date there is a reorganization of the Corporation not otherwise provided for in subsections 5.2(1) or 5.3(8) or a consolidation or merger or amalgamation of the Corporation with or into another entity including a transaction whereby all or substantially all of the Corporation’s undertaking and assets become the property of any other entity (any such event being herein called a “Capital Reorganization”) each holder of a Subscription Receipt shall be entitled to receive and shall accept, upon the exercise of the Subscription Receipts at any time after the effective date of the Capital Reorganization, in lieu of the number of Common Shares and Warrants (and any other securities or properties to which holders are entitled upon exercise of the Subscription Receipts) to which he or she was theretofore entitled upon exercise of the Subscription Receipt, the aggregate number of Common Shares and Warrants or other securities or property of the Corporation, or the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization that the holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, he or she had been the holder of the number of Common Shares and Warrants (and any other securities to which holders are entitled upon exercise of the Subscription Receipts) to which immediately before the transaction he or she was entitled upon exercise of the Subscription Receipts. No Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken so that the holders of Subscription Receipts shall thereafter be entitled to receive the number of Common Shares and Warrants or other securities or property of the Corporation or of the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this section and in section 5.3. (5) If the Corporation shall reclassify or otherwise change the outstanding Common Shares, the exercise right shall be adjusted effective immediately upon the reclassification becoming effective so that holders of Subscription Receipts exercised thereafter shall be entitled to receive Common Shares and Warrants as they would have received had the Subscription Receipts been exercised 50793135.4 immediately prior to the effective date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this section and in section 5.3.