Common use of Adjustment of Number of Common Shares Clause in Contracts

Adjustment of Number of Common Shares. The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, shall be subject to adjustment from time to time as follows: (a) If and whenever at any time prior to the Time of Expiry the Corporation shall (i) subdivide or redivide the outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than an issue of Common Shares to holders of Common Shares pursuant to any right granted to such holders to receive such Common Shares in lieu of Dividends Paid in the Ordinary Course), the Exercise Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or other distribution, as the case may be, shall be the product of the Exercise Price immediately prior to such effective date or record date and the quotient of the number of Common Shares outstanding immediately before such effective or record date divided by the number of Common Shares outstanding on such effective date or record date after giving effect to the applicable transaction. Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this section 4.1. (b) If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities exchangeable for or convertible into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted effective immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the quotient obtained by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price per Common Share as of such record date, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such options, rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be re-adjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect if only the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such options, rights or warrants were included in such fraction, as the case may be. (c) If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date for the issue or the distribution to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class other than Common Shares, (ii) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days after the date of issue thereof to subscribe for or purchase Common Shares or securities convertible into Common Shares), (iii) evidences of its indebtedness, or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date, less the fair market value (as determined by the directors of the Corporation, with the approval of the Warrant Agent and the appropriate stock exchange (if required), which determination shall be conclusive) of such shares or rights, options or warrants or evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Exercise Price shall be re- adjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be. (d) If and whenever at any time prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other person or other entity; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other person or other entity or a liquidation, dissolution or winding-up of , any holder of a Warrant who has not exercised its right of exercise prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of such right thereafter, shall be entitled to receive and shall accept for the same aggregate consideration, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the person or other entity resulting from such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that such holder of a Warrant would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the directors of the Corporation, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the holder of Warrants to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares or other securities or property to which a holder of Warrants entitled on the exercise of its rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of ARTICLE 8. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing person or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1(d) and which shall apply to successive reclassifications, capital reorganizations, consolidations, amalgamations, mergers, sales or conveyances and to any successive liquidation, dissolution or winding up; (e) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (f) In any case in which subsections 4.1(a)(iii), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the CSE (or such other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a)(iii), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (g) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this subsection 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (h) After any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Adjustment of Number of Common Shares. The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, Subscription Receipts shall be subject to adjustment from time to time as followsin the following circumstances and manner: (a) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall shall: (i) subdivide subdivide, redivide or redivide the change its outstanding Common Shares into a greater number of shares, ; (ii) reduce, combine or consolidate the its outstanding Common Shares into a smaller number of shares, or ; or (iii) issue Common Shares or securities convertible into or exchangeable for or convertible into Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution (other than an issue to all or substantially all of Common Shares to the holders of Common Shares pursuant to any right granted to such holders to receive such on its outstanding Common Shares payable in lieu of Dividends Paid Common Shares or securities convertible into or exchangeable for Common Shares; then, in the Ordinary Course)each such event, the Exercise Price in effect on number of Common Shares issuable upon conversion of the Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation consolidation, or on the record date for such issue of Common Shares by way of a stock dividend or other distribution, as the case may be, by multiplying the number of Common Shares issuable upon conversion of a Subscription Receipt by a fraction: A. the numerator of which shall be the product of the Exercise Price immediately prior to such effective date or record date and the quotient of the total number of Common Shares outstanding immediately before after such effective or record date divided by date; and B. the denominator of which shall be the total number of Common Shares outstanding on immediately prior to such effective date or record date after giving effect to the applicable transactiondate. Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a7.1(a) shall occur. Any such issue or distribution of Common Shares by way of a dividend or distribution securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for the dividend such issue or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (bSection 7.1(b) and (c) of this section 4.1Section 7.1(c). (b) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall fix a record date for the issuance of optionsrights, rights options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or convertible into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price number of Common Shares issuable upon conversion of the Subscription Receipts shall be adjusted effective immediately after such record date so that it shall equal the price number determined by multiplying the Exercise Price in effect number of Common Shares issuable upon conversion of a Subscription Receipt by a fraction: (i) the numerator of which shall be the total number of Common Shares outstanding on such record date by a fraction, plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; and (ii) the denominator of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the quotient obtained number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the such Current Market Price per Price. Any Common Share as Shares owned by or held for the account of such record date, and of which the denominator Corporation or any Subsidiary shall be deemed not to be outstanding for the total number purpose of Common Shares outstanding on any such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable)computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such optionsrights, rights or warrants are not so issued or any such options, rights options or warrants are not exercised prior to the expiration thereof, the Exercise Price number of Common Shares issuable upon conversion of a Subscription Receipts shall be re-adjusted readjusted to the Exercise Price number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect if such record date had not been fixed or to the Exercise Price number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect if only based upon the number of Common Shares (or securities convertible into or exchangeable into for Common Shares) actually issued upon the exercise of such optionsrights, rights options or warrants were included in such fractionwarrants, as the case may be. (c) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall fix a record date for the issue or the making of a distribution to all or substantially all the holders of its outstanding Common Shares of of: (i) shares of the Corporation of any class other than Common Shares, Shares or other securities of the Corporation; (ii) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days after the date of issue thereof to subscribe for or purchase acquire Common Shares (or securities convertible into or exchangeable for Common Shares), ) or other securities of the Corporation; (iii) evidences of its indebtedness, or ; or (iv) assets any property or other assets; (excluding Dividends Paid excluding, in the Ordinary Courseeach case, any distribution referred to in Section 7.1(a) or Section 7.1(b)) then, in each such case, the Conversion Price number of Common Shares issuable upon conversion of a Subscription Receipt shall be adjusted immediately after such record date so that it shall equal the price number determined by multiplying the Exercise Price in effect on such record date number of Common Shares issuable upon conversion of a Subscription Receipt by a fraction, : (i) the numerator of which the numerator shall will be the total product of the number of Common Shares outstanding on such record date multiplied by and the Current Market Price per Common Share on such record date, less ; and (ii) the denominator of which will be: A. the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less B. the aggregate fair market value (value, as determined by the directors of the Corporation, with the approval of the Warrant Agent and the appropriate stock exchange acting reasonably, (if requiredwhose determination, absent manifest error, will be conclusive), which determination shall be conclusive) to the holders of Common Shares of such shares or shares, other securities, rights, options or warrants or options, warrants, evidences of indebtedness or other assets so distributed, and . Any Common Shares owned by or held for the account of which the denominator Corporation or any Subsidiary shall be deemed not to be outstanding for the total number purpose of Common Shares outstanding on any such record date multiplied by the Current Market Price per Common Share on such record datecomputation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Exercise Price number of Common Shares issuable upon conversion of a Subscription Receipt shall be re- adjusted readjusted to the Exercise Price number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect if such record date had not been fixed or to the Exercise Price number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect based upon such shares or shares, other securities, rights, options or warrants or options, warrants, evidences of indebtedness or other assets actually distributed, as the case may be. (d) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of ExpiryRelease Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 4.1(a7.1(a), Section 7.1(b) or a consolidation, Section 7.1(c)) or an amalgamation, arrangement or merger of the Corporation with or into any other person body corporate, trust, partnership or other entity; , or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other person body corporate, trust, partnership or other entity or a liquidationentity, dissolution or winding-up of , any each holder of a Warrant who has not exercised its right of exercise prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of such right thereafter, Subscription Receipt shall be entitled to receive and shall accept for (subject to satisfaction of the same aggregate considerationRelease Conditions) upon the automatic conversion of the Subscription Receipts, in lieu of the number of Common Shares then sought to be acquired by itwhich the Subscription Receiptholder was prior thereto entitled, the kind and number of shares or other securities or property of the Corporation or of the person body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, merger or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-upmade, as the case may be, that such holder of a Warrant Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or arrangement, merger, sale or conveyance or liquidationconveyance, dissolution or winding-up, if, if on the record date or the effective date thereof, as the case may be, the holder Subscription Receiptholder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it immediately before the transaction or event such Subscription Receiptholder was entitled to acquire upon the exercise automatic conversion of the WarrantsSubscription Receipts. If determined appropriate by the directors of the Corporation, to To give effect to or to evidence the provisions of this Section 4.1(d7.1(d), the Corporation, its successor, or such purchasing person body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-upconveyance, enter into an indenture agreement which shall provide, to the extent possible, for the application of the provisions set forth out in this Indenture Agreement with respect to the rights and interests thereafter of the holder of Warrants Subscription Receiptholder to the end effect that the provisions set forth out in this Indenture Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably bebe possible, with respect to any shares or shares, other securities or property to which a holder Subscription Receiptholder is entitled upon the automatic conversion of Warrants entitled on the exercise of its rights Subscription Receipts thereafter. Any indenture agreement entered into between the Corporation and the Warrant Subscription Receipt Agent pursuant to the provisions of this Section 4.1(d7.1(d) shall be a supplemental indenture agreement entered into pursuant to the provisions of ARTICLE 8Article 10. Any indenture agreement entered into between the Corporation, any successor to the Corporation or such purchasing person body corporate, partnership, trust or other entity and the Warrant Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1(d) 7.1 and which shall apply to successive reclassifications, capital reorganizations, consolidationsamalgamations, amalgamationsarrangements, mergers, sales or conveyances and to any successive liquidation, dissolution or winding up;conveyances. (e) In any case in which this Section 4.1 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant Subscription Receipt in respect of which the Subscription Receipts are automatically exercised after such record date and before the occurrence of such event event, the additional Common Shares or other securities or property issuable upon such exercise the automatic conversion of the Subscription Receipts, by reason of the adjustment required by such eventevent before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such holderSubscription Receiptholder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise the automatic conversion of the Subscription Receipts, or such later date as such holder Subscription Receiptholder would, but for the provisions of this subsection 4.1(eSection 7.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b)this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon. (f) In any case No adjustment in which subsections 4.1(a)(iii), 4.1(b) or 4.1(c) require that an adjustment the number of Common Shares to be made to the Exercise Price, no such adjustment issued shall be made ifin respect of any events described in Section 7.1 if the Subscription Receiptholders are entitled to participate in the events on the same terms, subject mutatis mutandis, as if their Subscription Receipts had been automatically converted immediately prior to the prior approval effective date or record date of the CSE (or such other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a)(iii), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may beevents. (g) The adjustments provided for in this Section 4.1 7.1 are cumulative and shall, in the case of adjustments to the Exercise Price, shall be computed to the nearest whole cent two decimal places and shall will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.17.1, provided that, notwithstanding any other provision of this SectionSection 7.1, no adjustment of the Exercise Price number of Common Shares issuable upon conversion of the Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least 1% one percent in the Exercise Price then in effect; number of Common Shares issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this subsection 4.1(gSection 7.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (h) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Common Shares issuable upon conversion of the Subscription Receipts. (i) After any adjustment pursuant to this Section 4.17.1, the term “Common Shares” where used in this Indenture Agreement shall be interpreted to mean securities of any class or classes which, which as a result of such adjustment and all prior adjustments pursuant to this Section 4.17.1, the Warrantholder Subscription Receiptholder is entitled to receive upon conversion of the exercise of his Warrant Subscription Receipts, and the number of Common Shares indicated by any exercise made pursuant to a Warrant be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.17.1, upon the full exercise conversion of a Warrantthe Subscription Receipts, as the case may be.

Adjustment of Number of Common Shares. The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, Subscription Receipts shall be subject to adjustment from time to time as followsin the following circumstances and manner: (1) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall: (a) If and whenever at any time prior to the Time of Expiry the Corporation shall (i) subdivide subdivide, redivide or redivide the change its outstanding Common Shares into a greater number of shares, ; (iib) reduce, combine or consolidate the its outstanding Common Shares into a smaller number of shares, or ; or (iiic) issue Common Shares or securities convertible into or exchangeable for or convertible into Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution (other than an issue to all or substantially all of Common Shares to the holders of Common Shares pursuant to any right granted to such holders to receive such on its outstanding Common Shares payable in lieu of Dividends Paid Common Shares or securities convertible into or exchangeable for Common Shares; then, in the Ordinary Course)each such event, the Exercise Price in effect on number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation consolidation, or on the record date for such issue of Common Shares by way of a stock dividend or other distribution, as the case may be, by multiplying the number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts by a fraction: (d) the numerator of which shall be the product of the Exercise Price immediately prior to such effective date or record date and the quotient of the total number of Common Shares outstanding immediately before after such effective or record date divided by date; and (e) the denominator of which shall be the total number of Common Shares outstanding on immediately prior to such effective date or record date after giving effect to the applicable transactiondate. Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a7.1(1) shall occur. Any such issue or distribution of Common Shares by way of a dividend or distribution securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for the dividend such issue or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (bSection 7.1(2) and (c) of this section 4.1Section 7.1(3). (b2) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall fix a record date for the issuance of optionsrights, rights options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or convertible into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted effective immediately after such record date so that it shall equal the price number determined by multiplying the Exercise Price in effect number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts by a fraction: (a) the numerator of which shall be the total number of Common Shares outstanding on such record date by a fraction, plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; and (b) the denominator of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the quotient obtained number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the such Current Market Price per Price. Any Common Share as Shares owned by or held for the account of such record date, and of which the denominator Corporation or any Subsidiary shall be deemed not to be outstanding for the total number purpose of Common Shares outstanding on any such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable)computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such optionsrights, rights or warrants are not so issued or any such options, rights options or warrants are not exercised prior to the expiration thereof, the Exercise Price number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts shall be re-adjusted readjusted to the Exercise Price number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts which would then be in effect if such record date had not been fixed or to the Exercise Price number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts which would then be in effect if only based upon the number of Common Shares (or securities convertible into or exchangeable into for Common Shares) actually issued upon the exercise of such optionsrights, rights options or warrants were included in such fractionwarrants, as the case may be. (c3) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall fix a record date for the issue or the making of a distribution to all or substantially all the holders of its outstanding Common Shares of of: (ia) shares of the Company of any class other than Common Shares, Shares or other securities of the Corporation; (iib) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days after the date of issue thereof to subscribe for or purchase acquire Common Shares (or securities convertible into or exchangeable for Common Shares), ) or other securities of the Corporation; (iiic) evidences of its indebtedness; or (d) any property or other assets; (excluding, in each case, any distribution referred to in Section 7.1(2) or (iv) assets (excluding Dividends Paid in the Ordinary CourseSection 7.1(3)) then, in each such case, the Conversion Price number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the price number determined by multiplying the Exercise Price in effect on such record date number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts by a fraction, : (e) the numerator of which the numerator shall will be the total product of the number of Common Shares outstanding on such record date multiplied by and the Current Market Price per Common Share on such record date, less ; and (f) the denominator of which will be: (i) the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less (ii) the aggregate fair market value (value, as determined by the directors of the Corporation, with the approval of the Warrant Agent and the appropriate stock exchange acting reasonably, (if requiredwhose determination, absent manifest error, will be conclusive), which determination shall be conclusive) to the holders of Common Shares of such shares or shares, other securities, rights, options or warrants or options, warrants, evidences of indebtedness or other assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Exercise Price shall be re- adjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be. (d4) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of ExpiryRelease Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 4.1(a7.1(1), Section 7.1(2) or a consolidation, Section 7.1(3)) or an amalgamation, arrangement or merger of the Corporation Company with or into any other person body corporate, trust, partnership or other entity; , or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other person body corporate, trust, partnership or other entity or a liquidation, dissolution or winding-up of entity, any holder of a Warrant Subscription Receiptholder who has not been deemed to have exercised its right of exercise the Issuance Rights prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or arrangement, merger, sale or conveyance or liquidation, dissolution or winding-upshall, upon the exercise or deemed exercise of such right thereafterthe Subscription Receipts, shall be entitled to receive and shall accept for the same aggregate considerationaccept, in lieu of the number of Common Shares then sought to be acquired by itwhich the Subscription Receiptholder was prior thereto entitled upon any such exercise or deemed exercise, the kind and number of shares or other securities or property of the Corporation or of the person body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, merger or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-upmade, as the case may be, that such holder of a Warrant Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or arrangement, merger, sale or conveyance or liquidationconveyance, dissolution or winding-up, if, if on the record date or the effective date thereof, as the case may be, the holder Subscription Receiptholder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it immediately before the transaction or event he was entitled to acquire upon the exercise or deemed exercise of the WarrantsSubscription Receipts. If determined appropriate by the directors of the Corporation, to To give effect to or to evidence the provisions of this Section 4.1(d7.1(4), the Corporation, its successor, or such purchasing person body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-upconveyance, enter into an indenture agreement which shall provide, to the extent possible, for the application of the provisions set forth out in this Indenture Agreement with respect to the rights and interests thereafter of the holder of Warrants Subscription Receiptholder to the end effect that the provisions set forth out in this Indenture Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably bebe possible, with respect to any shares or shares, other securities or property to which a holder of Warrants Subscription Receiptholder is entitled on the exercise or deemed exercise of its rights the Subscription Receipts thereafter. Any indenture agreement entered into between the Corporation and the Warrant Subscription Receipt Agent pursuant to the provisions of this Section 4.1(d7.1(4) shall be a supplemental indenture agreement entered into pursuant to the provisions of ARTICLE 8Article 10. Any indenture agreement entered into between the Corporation, any successor to the Corporation or such purchasing person body corporate, partnership, trust or other entity and the Warrant Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1(d) 7.1 and which shall apply to successive reclassifications, capital reorganizations, consolidationsamalgamations, amalgamationsarrangements, mergers, sales or conveyances and to any successive liquidation, dissolution or winding up;conveyances. (e5) In any case in which this Section 4.1 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant Subscription Receipt in respect of which the Subscription Receipts are deemed to have been exercised after such record date and before the occurrence of such event event, the additional Common Shares or other securities or property issuable upon such exercise or deemed exercise as the case may be, by reason of the adjustment required by such eventevent before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such holderSubscription Receiptholder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or deemed exercise, as the case may be, or such later date as such holder Subscription Receiptholder would, but for the provisions of this subsection 4.1(eSection 7.1(5), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b)this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon. (f6) In any case in which subsections 4.1(a)(iii), 4.1(bSection 7.1(3) or 4.1(c) require requires that an adjustment be made to the Exercise Pricenumber of Common Shares and Warrants issuable upon conversion of the Subscription Receipts, no such adjustment shall be made ifif the Subscription Receipt Agent receives the shares, subject to the prior approval of the CSE (or such other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a)(iii), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in subsection 4.1(cSection 7.1(3), as the case may be, in such kind and number as they Subscription Receiptholders would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into right to be issued Common Shares at and Warrants upon conversion of the Exercise Price in effect on Subscription Receipts. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the applicable record or effective date, as Subscription Receipt Agent shall be held and distributed by the case may beSubscription Receipt Agent pursuant hereto. (g7) The adjustments provided for in this Section 4.1 7.1 are cumulative and shall, in the case of adjustments to the Exercise Price, shall be computed to the nearest whole cent two decimal places and shall will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.17.1, provided that, notwithstanding any other provision of this SectionSection 7.1, no adjustment of the Exercise Price number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least 1% one percent in the Exercise Price then in effect; number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this subsection 4.1(gSection 7.1(7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (h8) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts. (9) After any adjustment pursuant to this Section 4.17.1, the term “"Common Shares” " where used in this Indenture Agreement shall be interpreted to mean securities of any class or classes which, which as a result of such adjustment and all prior adjustments pursuant to this Section 4.17.1, the Warrantholder Subscription Receiptholder is entitled to receive upon conversion of the exercise of his Warrant Subscription Receipts, and the number of Common Shares indicated by any exercise made pursuant to a Warrant be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.17.1, upon the full exercise conversion of a Warrantthe Subscription Receipts, as the case may be.

Adjustment of Number of Common Shares. ‌ The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, Subscription Receipts shall be subject to adjustment from time to time as followsin the following circumstances and manner: (a1) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall shall:‌ (ia) subdivide subdivide, redivide or redivide the change its outstanding Common Shares into a greater number of shares, ; (iib) reduce, combine or consolidate the its outstanding Common Shares into a smaller number of shares, or ; or (iiic) issue Common Shares or securities convertible into or exchangeable for or convertible into Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution (other than an issue to all or substantially all of Common Shares to the holders of Common Shares pursuant to any right granted to such holders to receive such on its outstanding Common Shares payable in lieu of Dividends Paid Common Shares or securities convertible into or exchangeable for Common Shares; then, in the Ordinary Course)each such event, the Exercise Price in effect on number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation consolidation, or on the record date for such issue of Common Shares by way of a stock dividend or other distribution, as the case may be, by multiplying the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts by a fraction: (i) the numerator of which shall be the product of the Exercise Price immediately prior to such effective date or record date and the quotient of the total number of Common Shares outstanding immediately before after such effective or record date divided by date; and (ii) the denominator of which shall be the total number of Common Shares outstanding on immediately prior to such effective date or record date after giving effect to the applicable transactiondate. Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a7.1(1) shall occur. Any such issue or distribution of Common Shares by way of a dividend or distribution securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for the dividend such issue or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (bSection 7.1(2) and (c) of this section 4.1Section 7.1(3). (b2) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall fix a record date for the issuance of optionsrights, rights options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or convertible into Common Shares) at a price per share (or having a conversion or or‌ exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted effective immediately after such record date so that it shall equal the price number determined by multiplying the Exercise Price in effect number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts by a fraction: (a) the numerator of which shall be the total number of Common Shares outstanding on such record date by a fraction, plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; and (b) the denominator of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the quotient obtained number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the such Current Market Price per Price. Any Common Share as Shares owned by or held for the account of such record date, and of which the denominator Corporation or any Subsidiary shall be deemed not to be outstanding for the total number purpose of Common Shares outstanding on any such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable)computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such optionsrights, rights or warrants are not so issued or any such options, rights options or warrants are not exercised prior to the expiration thereof, the Exercise Price number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be re-adjusted readjusted to the Exercise Price number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts which would then be in effect if such record date had not been fixed or to the Exercise Price number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts which would then be in effect if only based upon the number of Common Shares (or securities convertible into or exchangeable into for Common Shares) actually issued upon the exercise of such optionsrights, rights options or warrants were included in such fractionwarrants, as the case may be. (c3) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall fix a record date for the issue or the making of a distribution to all or substantially all the holders of its outstanding Common Shares of of:‌ (ia) shares of the Company of any class other than Common Shares, Shares or other securities of the Corporation; (iib) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days after the date of issue thereof to subscribe for or purchase acquire Common Shares (or securities convertible into or exchangeable for Common Shares), ) or other securities of the Corporation; (iiic) evidences of its indebtedness; or (d) any property or other assets; (excluding, in each case, any distribution referred to in Section 7.1(2) or (iv) assets (excluding Dividends Paid in the Ordinary CourseSection 7.1(3)) then, in each such case, the Conversion Price number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the price number determined by multiplying the Exercise Price in effect on such record date number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts by a fraction, : (e) the numerator of which the numerator shall will be the total product of the number of Common Shares outstanding on such record date multiplied by and the Current Market Price per Common Share on such record date, less ; and (f) the denominator of which will be: (i) the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less (ii) the aggregate fair market value (value, as determined by the directors of the Corporation, with the approval of the Warrant Agent and the appropriate stock exchange acting reasonably, (if requiredwhose determination, absent manifest error, will be conclusive), which determination shall be conclusive) to the holders of Common Shares of such shares or shares, other securities, rights, options or warrants or options, warrants, evidences of indebtedness or other assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Exercise Price shall be re- adjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be. (d4) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of ExpiryRelease Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 4.1(a7.1(1), Section 7.1(2) or a consolidation, Section 7.1(3)) or an amalgamation, arrangement or merger of the Corporation Company with or into any other person body corporate, trust, partnership or other entity; , or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other person body corporate, trust, partnership or other entity or a liquidation, dissolution or winding-up of entity, any holder of a Warrant Subscription Receiptholder who has not been deemed to have exercised its right of exercise the issuance rights prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or arrangement, merger, sale or conveyance or liquidation, dissolution or winding-upshall, upon the exercise or deemed exercise of such right thereafterthe Subscription Receipts, shall be entitled to receive and shall accept for the same aggregate considerationaccept, in lieu of the number of Common Underlying Shares then sought and Warrants to be acquired by itwhich the Subscription Receiptholder was prior thereto entitled upon any such exercise or deemed exercise, the kind and number of shares or other securities or property of the Corporation or of the person body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, merger or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-upmade, as the case may be, that such holder of a Warrant Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or arrangement, merger, sale or conveyance or liquidationconveyance, dissolution or winding-up, if, if on the record date or the effective date thereof, as the case may be, the holder Subscription Receiptholder had been the registered holder of the number of Common Underlying Shares sought to be acquired by it and Warrants to which it immediately before the transaction or event he was entitled to acquire upon the exercise or deemed exercise of the WarrantsSubscription Receipts. If determined appropriate by the directors of the Corporation, to To give effect to or to evidence the provisions of this Section 4.1(d7.1(4), the Corporation, its successor, or such purchasing person body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-upconveyance, enter into an indenture agreement which shall provide, to the extent possible, for the application of the provisions set forth out in this Indenture Agreement with respect to the rights and interests thereafter of the holder of Warrants Subscription Receiptholder to the end effect that the provisions set forth out in this Indenture Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably bebe possible, with respect to any shares or shares, other securities or property to which a holder of Warrants Subscription Receiptholder is entitled on the exercise of its rights or deemed exercise of‌ the Subscription Receipts thereafter. Any indenture agreement entered into between the Corporation and the Warrant Subscription Receipt Agent pursuant to the provisions of this Section 4.1(d7.1(4) shall be a supplemental indenture agreement entered into pursuant to the provisions of ARTICLE 8Article 10. Any indenture agreement entered into between the Corporation, any successor to the Corporation or such purchasing person body corporate, partnership, trust or other entity and the Warrant Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1(d) 7.1 and which shall apply to successive reclassifications, capital reorganizations, consolidationsamalgamations, amalgamationsarrangements, mergers, sales or conveyances and to any successive liquidation, dissolution or winding up;conveyances. (e5) In any case in which this Section 4.1 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant Subscription Receipt in respect of which the Subscription Receipts are deemed to have been exercised after such record date and before the occurrence of such event event, the additional Common Underlying Shares and Warrants or other securities or property issuable upon such exercise or deemed exercise as the case may be, by reason of the adjustment required by such eventevent before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such holderSubscription Receiptholder’s right to receive such additional Common Underlying Shares and Warrants or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or deemed exercise, as the case may be, or such later date as such holder Subscription Receiptholder would, but for the provisions of this subsection 4.1(eSection 7.1(5), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b).this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon.‌ (f6) In any case in which subsections 4.1(a)(iii), 4.1(bSection 7.1(3) or 4.1(c) require requires that an adjustment be made to the Exercise Pricenumber of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts, no such adjustment shall be made ifif the Subscription Receipt Agent receives the shares, subject to the prior approval of the CSE (or such other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a)(iii), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in subsection 4.1(cSection 7.1(3), as the case may be, in such kind and number as they Subscription Receiptholders would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common right to be issued Underlying Shares at and Warrants upon conversion of the Exercise Price in effect on Subscription Receipts. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the applicable record or effective date, as Subscription Receipt Agent shall be held and distributed by the case may beSubscription Receipt Agent pursuant hereto. (g7) The adjustments provided for in this Section 4.1 7.1 are cumulative and shall, in the case of adjustments to the Exercise Price, shall be computed to the nearest whole cent two decimal places and shall will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.17.1, provided that, notwithstanding any other provision of this SectionSection 7.1, no adjustment of the Exercise Price number of Underlying Shares and Warrants issuable upon conversion of the‌ Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least 1% one percent in the Exercise Price then in effect; number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this subsection 4.1(gSection 7.1(7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (h8) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts. (9) After any adjustment pursuant to this Section 4.17.1, the term “Common Shares” where used in this Indenture Agreement shall be interpreted to mean securities of any class or classes which, which as a result of such adjustment and all prior adjustments pursuant to this Section 4.17.1, the Warrantholder Subscription Receiptholder is entitled to receive upon conversion of the exercise of his Warrant Subscription Receipts, and the number of Common Underlying Shares indicated by any exercise made pursuant to a Warrant be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.17.1, upon the full exercise conversion of a Warrantthe Subscription Receipts, as the case may be.

Adjustment of Number of Common Shares. The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, Subscription Receipts shall be subject to adjustment from time to time as followsin the following circumstances and manner: (a) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall shall: (i) subdivide subdivide, redivide or redivide the change its outstanding Common Shares into a greater number of shares, ; (ii) reduce, combine or consolidate the its outstanding Common Shares into a smaller number of shares, or ; or (iii) issue Common Shares or securities convertible into or exchangeable for or convertible into Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution (other than an issue to all or substantially all of Common Shares to the holders of Common Shares pursuant to any right granted to such holders to receive such on its outstanding Common Shares payable in lieu of Dividends Paid Common Shares or securities convertible into or exchangeable for Common Shares; then, in the Ordinary Course)each such event, the Exercise Price in effect on number of Common Shares issuable upon conversion of the Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation consolidation, or on the record date for such issue of Common Shares by way of a stock dividend or other distribution, as distribution by multiplying the case may be, number of Common Shares issuable upon conversion of the Subscription Receipts by a fraction: (A) the numerator of which shall be the product of the Exercise Price immediately prior to such effective date or record date and the quotient of the total number of Common Shares outstanding immediately before after such effective or record date divided by date; and (B) the denominator of which shall be the total number of Common Shares outstanding on immediately prior to such effective date or record date after giving effect to the applicable transactiondate. Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a7.1(a) shall occur. Any such issue or distribution of Common Shares by way of a dividend or distribution securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for the dividend such issue or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (bSection 7.1(b) and (c) of this section 4.1Section 7.1(c). (b) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall fix a record date for the issuance of optionsrights, rights options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or convertible into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price number of Common Shares issuable upon conversion of the Subscription Receipts shall be adjusted effective immediately after such record date so that it shall equal the price number determined by multiplying the Exercise Price in effect number of Common Shares issuable upon conversion of the Subscription Receipts by a fraction: (i) the numerator of which shall be the total number of Common Shares outstanding on such record date by a fraction, plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; and (ii) the denominator of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the quotient obtained number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the such Current Market Price per Price. Any Common Share as Shares owned by or held for the account of such record date, and of which the denominator Corporation or any Subsidiary shall be deemed not to be outstanding for the total number purpose of Common Shares outstanding on any such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable)computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such optionsrights, rights or warrants are not so issued or any such options, rights options or warrants are not exercised prior to the expiration thereof, the Exercise Price number of Common Shares issuable upon conversion of the Subscription Receipts shall be re-adjusted readjusted to the Exercise Price number of Common Shares issuable upon conversion of the Subscription Receipts which would then be in effect if such record date had not been fixed or to the Exercise Price number of Common Shares issuable upon conversion of the Subscription Receipts which would then be in effect if only based upon the number of Common Shares (or securities convertible into or exchangeable into for Common Shares) actually issued upon the exercise of such optionsrights, rights options or warrants were included in such fractionwarrants, as the case may be. (c) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of Expiry Release Date, the Corporation shall fix a record date for the issue or the making of a distribution to all or substantially all the holders of its outstanding Common Shares of of: (i) shares of the Company of any class other than Common Shares, Shares or other securities of the Corporation; (ii) rights, options or warrants (excluding rights, options or warrants entitling the holders thereof for a period of not more than 45 days after the date of issue thereof to subscribe for or purchase acquire Common Shares (or securities convertible into or exchangeable for Common Shares), ) or other securities of the Corporation; (iii) evidences of its indebtedness, or ; or (iv) assets any property or other assets; (excluding Dividends Paid excluding, in the Ordinary Courseeach case, any distribution referred to in Section 7.1(a) or Section7.1(b)) then, in each such case, the Conversion Price number of Common Shares issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the price number determined by multiplying the Exercise Price in effect on such record date number of Common Shares issuable upon conversion of the Subscription Receipts by a fraction, : (i) the numerator of which the numerator shall will be the total product of the number of Common Shares outstanding on such record date multiplied by and the Current Market Price per Common Share on such record date, less ; and (ii) the denominator of which will be: (A) the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less (B) the aggregate fair market value (value, as determined by the directors of the Corporation, with the approval of the Warrant Agent and the appropriate stock exchange acting reasonably, (if requiredwhose determination, absent manifest error, will be conclusive), which determination shall be conclusive) to the holders of Common Shares of such shares or shares, other securities, rights, options or warrants or options, warrants, evidences of indebtedness or other assets so distributed, and . Any Common Shares owned by or held for the account of which the denominator Corporation or any Subsidiary shall be deemed not to be outstanding for the total number purpose of Common Shares outstanding on any such record date multiplied by the Current Market Price per Common Share on such record datecomputation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Exercise Price number of Common Shares issuable upon conversion of the Subscription Receipts shall be re- adjusted readjusted to the Exercise Price number of Common Shares issuable upon conversion of the Subscription Receipts which would then be in effect if such record date had not been fixed or to the Exercise Price number of Common Shares issuable upon conversion of the Subscription Receipts which would then be in effect based upon such shares or shares, other securities, rights, options or warrants or options, warrants, evidences of indebtedness or other assets actually distributed, as the case may be. (d) If Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Time of ExpiryRelease Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 4.1(a7.1(a), Section 7.1(b) or a consolidation, Section 7.1(c)) or an amalgamation, arrangement or merger of the Corporation Company with or into any other person body corporate, trust, partnership or other entity; , or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other person body corporate, trust, partnership or other entity or a liquidation, dissolution or winding-up of entity, any holder of a Warrant Subscription Receiptholder who has not been deemed to have exercised its right of exercise the Issuance Rights prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or arrangement, merger, sale or conveyance or liquidation, dissolution or winding-upshall, upon the exercise or deemed exercise of such right thereafterthe Subscription Receipts, shall be entitled to receive and shall accept for the same aggregate considerationaccept, in lieu of the number of Common Shares then sought to be acquired by itwhich the Subscription Receiptholder was prior thereto entitled upon any such exercise or deemed exercise, the kind and number of shares or other securities or property of the Corporation or of the person body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, merger or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-upmade, as the case may be, that such holder of a Warrant Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or arrangement, merger, sale or conveyance or liquidationconveyance, dissolution or winding-up, if, if on the record date or the effective date thereof, as the case may be, the holder Subscription Receiptholder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it immediately before the transaction or event he was entitled to acquire upon the exercise or deemed exercise of the WarrantsSubscription Receipts. If determined appropriate by the directors of the Corporation, to To give effect to or to evidence the provisions of this Section 4.1(d7.2(d), the Corporation, its successor, or such purchasing person body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-upconveyance, enter into an indenture agreement which shall provide, to the extent possible, for the application of the provisions set forth out in this Indenture Agreement with respect to the rights and interests thereafter of the holder of Warrants Subscription Receiptholder to the end effect that the provisions set forth out in this Indenture Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably bebe possible, with respect to any shares or shares, other securities or property to which a holder of Warrants Subscription Receiptholder is entitled on the exercise or deemed exercise of its rights the Subscription Receipts thereafter. Any indenture agreement entered into between the Corporation and the Warrant Subscription Receipt Agent pursuant to the provisions of this Section 4.1(d7.2(d) shall be a supplemental indenture agreement entered into pursuant to the provisions of ARTICLE 8Article 10. Any indenture agreement entered into between the Corporation, any successor to the Corporation or such purchasing person body corporate, partnership, trust or other entity and the Warrant Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1(d) 7.1 and which shall apply to successive reclassifications, capital reorganizations, consolidationsamalgamations, amalgamationsarrangements, mergers, sales or conveyances and to any successive liquidation, dissolution or winding up;conveyances. (e) In any case in which this Section 4.1 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant Subscription Receipt in respect of which the Subscription Receipts are deemed to have been exercised after such record date and before the occurrence of such event event, the additional Common Shares or other securities or property issuable upon such exercise or deemed exercise as the case may be, by reason of the adjustment required by such eventevent before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such holder’s Subscription Receiptholder's right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or deemed exercise, as the case may be, or such later date as such holder Subscription Receiptholder would, but for the provisions of this subsection 4.1(eSection 7.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b)this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon. (f) In any case in which subsections 4.1(a)(iii), 4.1(bSection 7.1(c) or 4.1(c) require requires that an adjustment be made to the Exercise Pricenumber of Common Shares issuable upon conversion of the Subscription Receipts, no such adjustment shall be made ifif the Subscription Receipt Agent receives the shares, subject to the prior approval of the CSE (or such other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a)(iii), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in subsection 4.1(cSection 7.1(c), as the case may be, in such kind and number as they Subscription Receiptholders would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may bei, by virtue of their outstanding Warrant having then been exercised into right to be issued Common Shares at upon conversion of the Exercise Price in effect on Subscription Receipts. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the applicable record or effective date, as Subscription Receipt Agent shall be held and distributed by the case may beSubscription Receipt Agent pursuant hereto. (g) The adjustments provided for in this Section 4.1 7.1 are cumulative and shall, in the case of adjustments to the Exercise Price, shall be computed to the nearest whole cent two decimal places and shall will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.17.1, provided that, notwithstanding any other provision of this SectionSection 7.1, no adjustment of the Exercise Price number of Common Shares issuable upon conversion of the Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least 1% one percent in the Exercise Price then in effect; number of Common Shares issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this subsection 4.1(gSection 7.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (h) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Common Shares issuable upon conversion of the Subscription Receipts. (i) After any adjustment pursuant to this Section 4.17.1, the term “"Common Shares” " where used in this Indenture Agreement shall be interpreted to mean securities of any class or classes which, which as a result of such adjustment and all prior adjustments pursuant to this Section 4.17.1, the Warrantholder Subscription Receiptholder is entitled to receive upon conversion of the exercise of his Warrant Subscription Receipts, and the number of Common Shares indicated by any exercise made pursuant to a Warrant be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.17.1, upon the full exercise conversion of a Warrantthe Subscription Receipts, as the case may be.