Common use of Common Share Interest Payment Election Clause in Contracts

Common Share Interest Payment Election. (a) The Corporation may, at its sole option, elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the Interest Payment Date: (i) the Common Shares to be issued on exercise of the Common Share Interest Payment Election shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Interest Payment Date deliver to the Debenture Trustee the Common Shares and, if applicable, the cash payable in connection therewith. (d) No fractional Common Shares shall be delivered upon the exercise of a Common Share Interest Payment Election but, in lieu thereof, the Corporation shall pay to the Debenture Trustee for the account of the holders the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a) The Corporation mayProvided that there is no current Event of Default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed) the Company shall have the right, from time to time (including following conversion, at its sole optionthe time of redemption or at the time of maturity), elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of up to one-third of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to be issued on exercise of the Interest Payment Date to which the Common Share Interest Payment Election shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolutionrelates. (cb) Concurrently with the delivery of a Common Share Interest Payment Election Notice, the Company shall, in accordance with this Article 10 and such Common Share Interest Payment Election Notice deliver Common Share Bid Requests to the investment banks, brokers or dealers identified in the Common Share Interest Payment Election Notice. In connection with the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Interest Payment Date deliver to the Debenture Trustee shall: (i) accept delivery of the Common Shares and, if applicable, from the cash payable in connection therewith. (d) No fractional Company and process the Common Shares shall be delivered upon in accordance with the exercise of a Common Share Interest Payment Election butNotice, (ii) invest the proceeds from the sales of such Common Shares on the direction of the Company in short term Government Obligations which mature prior to an applicable Interest Payment Date, (iii) use such proceeds received from such permitted Government Obligations together with any proceeds from the sale of Common Shares not invested as aforesaid to pay the Interest Obligation in respect of which the Common Share Interest Payment Election was made; and (iv) perform any other action necessarily incidental thereto as directed by the Company in its absolute discretion. The Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Company in lieu thereofof fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide (a) confirmation that all necessary regulatory approvals have been obtained and (b) for, and all bids shall be subject to, the Corporation shall pay right of the Company, by delivering written notice to the Debenture Trustee for at any time prior to the account consummation of the holders the cash equivalent thereof determined on the basis of the Current Market Price such delivery and sale of the Common Shares on the date before Common Share Delivery Date, to withdraw the public announcement by Common Share Interest Payment Election (which shall have the Corporation effect of its intention withdrawing each related Common Share Bid Request), whereupon the Company shall be obliged to satisfy its pay in cash the Interest Obligation in respect of which the Common SharesShare Interest Payment Election Notice has been delivered. (d) Any sale of Common Shares pursuant to this Article 10 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election shall take place concurrently on the Common Share Delivery Date. (e) A The amount received by a holder shall be treated as the shareholder of record a Debenture in respect of the Common Shares issued on due exercise Interest Obligation or the entitlement thereto will not be affected by whether or not the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation Company elects to satisfy its obligation to pay the interest by issuing Common Shares Interest Obligation pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11Election.

Common Share Interest Payment Election. (a) The Provided that the Corporation mayis not in default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed), the Corporation shall have the right, from time to time (including following conversion, at its sole optionthe time of redemption, elect to satisfy its obligation to pay on an Interest Payment Date or at the interest then payable on account time of allmaturity), but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon in respect of any Interest Obligation by delivering a Common Share Interest Payment Election Notice to the following conditions being met Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Day immediately preceding Days prior to the Interest Payment Date:Date to which the Common Share Interest Payment Election relates. Such Common Share Interest Payment Election Notice shall provide that all or a portion of the Interest Obligation may be paid by the Corporation in Common Shares, and if only a portion of the Interest Obligation is to be paid in Common Shares, the Common Share Interest Payment Election shall state such portion to be paid in Common Shares and such portion to be paid in cash. (b) Upon receipt of a Common Share Interest Payment Election Notice, the Trustee shall, in accordance with this Article 10 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the Common Share Interest Payment Election, the Trustee shall: (i) accept delivery of the Common Shares from the Corporation and process the Common Shares in accordance with the Common Share Interest Payment Election Notice; (ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Common Share Interest Payment Election was made; and (iv) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Trustee at any time prior to the consummation of such delivery and sale of the Common Shares on the Common Share Delivery Date, to withdraw the Common Share Interest Payment Election (which shall have the effect of withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Obligation in respect of which the Common Share Interest Payment Election Notice has been delivered. (d) Any sale of Common Shares pursuant to this Article 10 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election shall take place concurrently on the Common Share Delivery Date. (e) The amount received by a holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Corporation elects to satisfy the Interest Obligation pursuant to a Common Share Interest Payment Election. (f) The Trustee shall inform the Corporation promptly following receipt of any bid or bids for Common Shares solicited pursuant to the Common Share Bid Requests. The Trustee shall accept such bid or bids as the Corporation, in its absolute discretion, shall direct by Written Direction of the Corporation, provided that the aggregate proceeds of all sales of Common Shares resulting from the acceptance of such bids, together with the amount of any cash payment by the Corporation in lieu of any fractional Common Shares, on the Common Share Delivery Date, must be equal to the related Common Share Interest Payment Election Amount in connection with any bids so accepted, the Corporation, the Trustee (if required by the Corporation in its absolute discretion) and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Common Shares are then listed. The Corporation shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the Trustee. (g) Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be issued sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on exercise the Common Share Delivery Date, the Corporation shall, on the Common Share Delivery Date, deliver to the Trustee the Common Shares to be sold on such date, an amount in cash equal to the value of any fractional Common Shares and an Officers’ Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Trustee shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Common Share Interest Payment Election Amount (less any amount attributable to any fractional Common Shares), whereupon the sole right of a holder of Debentures to receive such holder’s portion of the Common Share Interest Payment Election shall Amount will be issued to receive same from treasury the Trustee out of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation proceeds of such sales of Common Shares on plus any amount received by the TSXV or Trustee from the Corporation attributable to any successor exchange on which the fractional Common Shares are listed for trading; (iii) in full satisfaction of the Interest Obligation and the holder will have no further recourse to the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment respect of the Interest Obligation. (h) The Trustee shall, will be validly issued as fully paid on the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with any cash received from the Corporation in lieu of any fractional Common Shares) to purchase, on the direction of the Corporation in writing, Government Obligations which mature prior to the applicable Interest Payment Date and non-assessable, and that conditions which the Trustee is required to hold until maturity (ithe “Common Share Proceeds Investment”) and (ii) above have been satisfied. If shall, on such date, deposit the foregoing conditions are not satisfied balance, if any, of such sale proceeds in an account established by the close Corporation (and which shall be maintained by and subject to the control of business on the Trustee) (the “Interest Account”) for such Debentures. The Trustee shall hold such Common Share Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the holders of the Debentures. At least one Business Day preceding prior to the Interest Payment Date, the Corporation Trustee shall pay deposit amounts from the proceeds of the Common Share Proceeds Investment in cash the interest that would otherwise have been satisfied in Common Shares, unless Interest Account to bring the Debentureholders waive balance of the conditions which are not satisfied or extends Interest Account to the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment ElectionElection Amount. On the Interest Payment Date, the Corporation Trustee shall pay the funds held in the Interest Account to the holders of record of the Debentures on the relevant Interest Payment Date deliver (less any tax required to be deducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment Election Amount to the Debenture Trustee the Common Shares and, if applicable, the cash payable in connection therewithCorporation. (di) Neither the making of a Common Share Payment Election nor the consummation of sales of Common Shares on a Common Share Delivery Date shall (i) result in the holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such holders to receive any Common Shares in satisfaction of such Interest Obligation. (j) No fractional Common Shares shall be delivered upon the exercise of a Common Share Interest Payment Election but, in lieu thereof, the Corporation shall pay to the Debenture Trustee for the account of the holders the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant in satisfaction of interest but in lieu thereof the Corporation will satisfy such fractional interest by a cash payment equal to the exercise market price of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. fractional interest (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain less any regulatory approval in respect thereof as may be tax required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(iideducted, if any). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a) The Provided that the Corporation may, at its sole option, elect to satisfy its obligation to pay is not in default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on an Interest Payment Date the interest then payable on account of all, but not less than all, of which the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable or Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by are then listed), the Corporation of its intention shall have the right, from time to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right time, to make a Common Share Interest Payment Election shall be conditional upon in respect of any Interest Obligation by delivering a Common Share Interest Payment Election Notice to the following conditions being met Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Day immediately preceding Days prior to the Interest Payment Date:Date to which the Common Share Interest Payment Election relates. (b) Upon receipt of a Common Share Interest Payment Election Notice, the Trustee shall, in accordance with this Article 10 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the Common Share Interest Payment Election, the Trustee shall have the power to: (i) accept delivery of the Common Shares from the Corporation and process the Common Shares in accordance with the Common Share Interest Payment Election Notice; (ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Common Share Interest Payment Election was made; and (iv) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Trustee at any time prior to the consummation of such delivery and sale of the Common Shares on the Common Share Delivery Date, to withdraw the Common Share Interest Payment Election (which shall have the effect of withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Obligation in respect of which the Common Share Interest Payment Election Notice has been delivered. (d) Any sale of Common Shares pursuant to this Article 10 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election shall take place concurrently on the Common Share Delivery Date. (e) The amount received by a holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Corporation elects to satisfy the Interest Obligation pursuant to a Common Share Interest Payment Election. (f) The Trustee shall inform the Corporation promptly following receipt of any bid or bids for Common Shares solicited pursuant to the Common Share Bid Requests. The Trustee shall accept such bid or bids as the Corporation, in its absolute discretion, shall direct by Written Direction of the Corporation, provided that the aggregate proceeds of all sales of Common Shares resulting from the acceptance of such bids, together with the amount of any cash payment by the Corporation in lieu of any fractional Common Shares, on the Common Share Delivery Date, must be equal to the related Common Share Interest Payment Election Amount in connection with any bids so accepted, the Corporation, the Trustee (if required by the Corporation in its absolute discretion) and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Common Shares are then listed. The Corporation shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the Trustee. (g) Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be issued sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on exercise the Common Share Delivery Date, the Corporation shall, on the Common Share Delivery Date, deliver to the Trustee the Common Shares to be sold on such date, an amount in cash equal to the value of any fractional Common Shares and an Officers’ Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Trustee shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Common Share Interest Payment Election Amount (less any amount attributable to any fractional Common Shares), whereupon the sole right of a holder of Debentures to receive such holder’s portion of the Common Share Interest Payment Election shall Amount will be issued to receive same from treasury the Trustee out of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation proceeds of such sales of Common Shares on plus any amount received by the TSXV or Trustee from the Corporation attributable to any successor exchange on which the fractional Common Shares are listed for trading; (iii) in full satisfaction of the Interest Obligation and the holder will have no further recourse to the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment respect of the Interest Obligation. (h) The Trustee shall, will be validly issued as fully paid on the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with any cash received from the Corporation in lieu of any fractional Common Shares) to purchase, on the direction of the Corporation in writing, Government Obligations which mature prior to the applicable Interest Payment Date and non-assessable, and that conditions which the Trustee is required to hold until maturity (ithe “Common Share Proceeds Investment”) and (ii) above have been satisfied. If shall, on such date, deposit the foregoing conditions are not satisfied balance, if any, of such sale proceeds in an account established by the close Corporation (and which shall be maintained by and subject to the control of business on the Trustee) (the “Interest Account”) for such Debentures. The Trustee shall hold such Common Share Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the holders of the Debentures. At least one Business Day preceding prior to the Interest Payment Date, the Corporation Trustee shall pay deposit amounts from the proceeds of the Common Share Proceeds Investment in cash the interest that would otherwise have been satisfied in Common Shares, unless Interest Account to bring the Debentureholders waive balance of the conditions which are not satisfied or extends Interest Account to the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment ElectionElection Amount. On the Interest Payment Date, the Corporation Trustee shall pay the funds held in the Interest Account to the holders of record of the Debentures on the relevant Interest Payment Date deliver (less any tax required to be deducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment Election Amount to the Debenture Trustee the Common Shares and, if applicable, the cash payable in connection therewithCorporation. (di) Neither the making of a Common Share Payment Election nor the consummation of sales of Common Shares on a Common Share Delivery Date shall (i) result in the holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such holders to receive any Common Shares in satisfaction of such Interest Obligation. (j) No fractional Common Shares shall be delivered upon the exercise of a Common Share Interest Payment Election but, in lieu thereof, the Corporation shall pay to the Debenture Trustee for the account of the holders the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant in satisfaction of interest but in lieu thereof the Corporation will satisfy such fractional interest by a cash payment equal to the exercise market price of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. fractional interest (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain less any regulatory approval in respect thereof as may be tax required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(iideducted, if any). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a) The Corporation may, at its sole option, elect to satisfy its obligation to pay Provided that no Event of Default has occurred or is continuing under this Indenture and that all applicable regulatory and stock exchange approvals have been obtained (including any required approval of any stock exchange on an Interest Payment Date the interest then payable on account of all, but not less than all, of which the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable or Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by are then listed), the Corporation of its intention shall have the right, from time to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right time to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Trustees no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Common Share Interest Payment Election relates. Such Common Share Interest Payment Election Notice shall provide that all or a portion of the Interest Obligation may be paid by the Corporation in Common Shares, and if only a portion of the Interest Obligation is to be issued on exercise of paid in Common Shares, the Common Share Interest Payment Election shall state such portion to be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such in Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares such portion to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation paid in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolutioncash. (cb) Upon receipt of a Common Share Interest Payment Election Notice, the Trustees shall, in accordance with this Article 10 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Interest Payment Date deliver to the Debenture Trustee Trustees shall: (i) accept delivery of the Common Shares and, if applicable, from the cash payable in connection therewith. (d) No fractional Corporation and process the Common Shares shall be delivered upon in accordance with the exercise of a Common Share Interest Payment Election butNotice; (ii) accept bids with respect to, in lieu thereofand consummate sales of, such Common Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Common Share Interest Payment Election Notice was made; and (iv) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Trustees to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Debenture Trustee for Trustees at any time prior to the account consummation of the holders the cash equivalent thereof determined on the basis of the Current Market Price such delivery and sale of the Common Shares on the date before Common Share Delivery Date, to withdraw the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after (which shall have the close effect of business on withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions Obligation in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out respect of its authorized Common Shares (if which the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such eventNotice has been delivered. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a1) The Provided that no Event of Default has occurred and is continuing under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed and subject to Applicable Securities Legislation), the Corporation mayshall have the right, at its sole option, elect from time to satisfy its obligation time to pay the interest, on an Interest Payment Date Date, (i) in cash; (ii) by delivering sufficient Common Shares to the interest then payable Trustee, for sale on account behalf of allthe Corporation in compliance with Applicable Securities Legislation, but not less than all, in which event holders of the Debentures by delivering will be entitled to receive a cash payment equal to the holders and interest payable from the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price proceeds of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the Interest Payment Date: (i) the Common Shares to be issued on exercise of the Common Share Interest Payment Election shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation sale of such Common Shares on the TSXV Shares; or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces any combination of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If above, by making a Share Interest Payment Election in respect of any interest, in whole or in part, and by delivering a Share Interest Payment Election Notice to the foregoing conditions Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are not satisfied by then listed, and (ii) the close of business on the day which is 15 Business Day preceding Days prior to the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by Date to which the Corporation is to satisfy such conditions by way of Extraordinary ResolutionShare Interest Payment Election relates. (c2) Upon receipt of a Share Interest Payment Election Notice, the Trustee shall, in accordance with this Article 10 and such Share Interest Payment Election Notice, deliver Share Bid Requests to such investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Share Interest Payment Election Notice. In connection with the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Interest Payment Date deliver to the Debenture Trustee shall: (i) accept delivery of the Common Shares and, if applicable, from the cash payable in connection therewith. (d) No fractional Corporation and process the Common Shares shall be delivered upon in accordance with the exercise of a Common Share Interest Payment Election butNotice and this Article 10; (ii) accept bids with respect to, and consummate sales of, such Common Shares in lieu thereofcompliance with Applicable Securities Legislation, each as the Corporation shall pay to the Debenture Trustee for the account of the holders the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the date before the public announcement direct in its absolute discretion through such investment banks, brokers or dealers identified by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after Notice; (iii) invest the close proceeds of business such sales on the direction of the Corporation in Government Obligations which mature prior to the applicable Interest Payment Date, Date and shall be entitled use such proceeds to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions pay the interest in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out respect of its authorized Common Shares (if which the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election was made; (iv) deliver proceeds to holders of Debentures that together with the additional cash payments of the Corporation, if any, will satisfy all of the Corporation's interest obligations, as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If directed by the Corporation elects to satisfy its obligation to pay in the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election Notice, and (v) perform any other action necessarily incidental thereto as directed by the delivery Corporation in its absolute discretion. The Share Interest Payment Election Notice shall direct the Trustee to solicit and accept only, and each Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments to which a holder is entitled is subject to Withholding Taxbe made by the Corporation, each Debentureholder shall duly satisfy if any, equal the requirements imposed under Section 2.11 and interest on the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11Share Delivery Date.

Common Share Interest Payment Election. 25.1 Provided that no Event of Default has occurred and is continuing and all applicable regulatory approvals have been obtained (a) The Corporation may, at its sole option, elect to satisfy its obligation to pay including any required approval of any stock exchange on an Interest Payment Date which the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Bonds or Common Shares obtained by dividing each $40 of interest amount by are then listed), the market price of Issuer shall have the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention right, from time to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right time, to make a Common Share Interest Payment Election shall be conditional upon in respect of any Interest Obligation by delivering a Common Share Interest Payment Election Notice to the following conditions being met Share Trustee-Custodian (with a copy to the Trustee and the Principal Paying, Transfer and Conversion Agent) no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Bonds or Common Shares are then listed, or (ii) 30 Business Day immediately Days preceding the relevant Interest Payment Date. EU1/ 52179183.13 25.2 Upon receipt of a Common Share Interest Payment Election Notice, the Share Trustee-Custodian shall, provided that all applicable regulatory approvals have been obtained and in accordance with this Clause 25 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests in a form to be provided by the Issuer and satisfactory to the Share Trustee-Custodian, acting reasonably, to the investment banks, brokers or dealers identified by the Issuer, in the Issuer's absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the Common Share Interest Payment Election, the Share Trustee-Custodian shall have the power to: 25.2.1 accept delivery of the Common Shares from the Issuer and process the Common Shares in accordance with the Common Share Interest Payment Election Notice; 25.2.2 accept delivery of bids with respect to, and facilitate the settlement of such sales of, such Common Shares, each as the Issuer shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Issuer in the Common Share Interest Payment Election Notice; 25.2.3 require the Agents, so far as permitted by applicable law, to act as agents of the Share Trustee-Custodian under this Trust Deed and the Bonds, in relation to a Common Share Interest Payment Election, mutatis mutandis, on the terms of the Agency Agreement (save that the Share Trustee- Custodian’s liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Agents shall be limited to the amounts for the time being held by the Share Trustee-Custodian on the trusts of these presents relating to the relative Bonds and Common Share Proceeds and available for such purpose); 25.2.4 procure delivery of the Common Share Proceeds to holders of Bonds sufficient to satisfy the Interest Obligation; and 25.2.5 subject to the Share Trustee-Custodian's prior consent, perform any other action necessarily incidental thereto as directed by the Issuer in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Share Trustee-Custodian to deliver and accept receipt only, and each Common Share Bid Request shall provide that the acceptance of any bid by the Issuer is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Issuer in lieu of fractional Common Shares, if any, equals the aggregate amount of the Interest Obligation on the Common Share Delivery Date. 25.3 The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Issuer, by delivering written notice to the Share Trustee-Custodian at any time prior to the consummation of such delivery and sale of the Common Shares on the Common Share Delivery Date, to withdraw the Common Share Interest Payment Election (which shall have the effect of withdrawing each related Common Share Bid Request and terminating any Common Share Purchase Agreement), whereupon the Issuer shall be obliged to pay in cash the Interest Obligation in respect of which the Common Share Interest Payment Election Notice has been delivered. The Share Trustee-Custodian shall be fully indemnified by the Issuer in respect of any withdrawal of a Common Share Interest Payment Election or any termination of bids or contracts for the issuance or sale of Common Shares entered into by the Share Trustee-Custodian on behalf of the Issuer. EU1/ 52179183.13 25.4 Any sale of Common Shares pursuant to this Clause 25 may be made to investment bankers, brokers or dealers identified by the Issuer whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election shall take place concurrently on the Common Share Delivery Date. 25.5 The amount received by a holder of a Bond in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Issuer elects to satisfy the Interest Obligation pursuant to a Common Share Interest Payment Election. 25.6 Provided that the aggregate proceeds of all sales of Common Shares resulting from the acceptance of such bids by the Issuer, together with the amount of any cash payment by the Issuer in lieu of any fractional Common Shares, on the Common Share Delivery Date, are equal to the related Common Share Interest Payment Election Amount in connection with any bids so accepted, the Issuer and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with all applicable securities legislation, including the securities rules and regulations of any stock exchange on which the Bonds or Common Shares are then listed. The Issuer shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees and expenses of the Share Trustee-Custodian. 25.7 Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be issued sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, the Issuer shall, on exercise the Common Share Delivery Date, deliver to the Share Trustee-Custodian the Common Shares to be delivered for settlement on such date, an amount in cash equal to the value of any fractional Common Shares and a certificate of the Issuer signed by two Authorised Officers on behalf of the Issuer, upon which the Share Trustee-Custodian may act and rely absolutely without further inquiry, to the effect that all conditions precedent to such sales, including those set forth in this Trust Deed and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Share Trustee-Custodian shall deliver the Common Shares and facilitate the settlement of such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Share Trustee-Custodian in immediately available funds of the purchase price therefor in an aggregate amount equal to the Common Share Interest Payment Election Amount (less any amount attributable to any fractional Common Shares), whereupon the sole right of a holder of Bonds to receive such holder's portion of the Common Share Interest Payment Election shall Amount will be issued to receive the same from treasury the Share Trustee-Custodian out of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation proceeds of such sales of Common Shares on plus any amount received by the TSXV or Share Trustee-Custodian from the Issuer attributable to any successor exchange on which the fractional Common Shares are listed for trading; (iiithe “Common Share Proceeds”) in full satisfaction of the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount Interest Obligation and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel holder will have no further recourse to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture Issuer in payment respect of the Interest Obligation. EU1/ 52179183.13 25.8 The Share Trustee-Custodian shall, will be validly issued on the Common Share Delivery Date, or as fully paid and non-assessablesoon as practicable thereafter, and that conditions (i) and (ii) above have been satisfied. If deposit the foregoing conditions are not satisfied Common Share Proceeds in an account established by the close Issuer (and which shall be maintained by and subject to the control of business on the Business Day preceding Share Trustee-Custodian) (the “Interest Account”) for such Bonds. The Share Trustee-Custodian shall hold such Common Share Proceeds (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the holders of the Bonds. On the Interest Payment Date, the Corporation Share Trustee-Custodian shall pay procure the payment of the funds held in cash the interest Interest Account to the holders of record of the Bonds on the Interest Payment Date (less any taxes required to be deducted or withheld) and, provided that would there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Common Share Proceeds or otherwise have been satisfied in Common Shares, unless excess of the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Interest Payment Date deliver Election Amount to the Debenture Trustee Issuer. Neither the Common Shares and, if applicable, the cash payable in connection therewith. (d) No fractional Common Shares shall be delivered upon the exercise making of a Common Share Interest Payment Election but, in lieu thereof, nor the Corporation shall pay to the Debenture Trustee for the account consummation of the holders the cash equivalent thereof determined on the basis sales of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Delivery Date shall (i) result in the holders of the Bonds not being entitled to receive on the applicable Interest Payment Election as provided herein, and shall issue Date cash in an aggregate amount equal to Debentureholders the Interest Obligation payable on such date or (ii) entitle such holders to whom receive any Common Shares in satisfaction of such Interest Obligation. No fractional Common Shares will be issued pursuant in satisfaction of interest but in lieu thereof the Issuer will satisfy such fractional interest by a cash payment equal to the exercise market price of a such fractional interest (less any tax required to be deducted, if any). 25.9 The Share Trustee-Custodian hereby declares and confirms that it will hold the Common Share Interest Payment Election, Proceeds for the benefit of the Bondholders as bare trustee and the Bondholders will accordingly be tenants in common of such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Proceeds to the extent (and not otherwise) of the Common Share Proceeds corresponding to the Interest Payment ElectionObligation owed to each Bondholder. For the avoidance of doubt, in acting hereunder, the Share Trustee-Custodian shall obtain have only those duties, obligations and responsibilities expressly specified in this Trust Deed and the Conditions and, other than holding the Common Share Proceeds as bare trustee as aforesaid, does not assume any regulatory approval relationship of trust for or with the Bondholders, the Issuer or any other person except that any funds received by the Share Trustee-Custodian for the payment of any amount due, in respect thereof accordance with the Conditions, as may an Interest Obligation shall, be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted held by it in trust for trading such Common Shares the relevant Bondholder failing whom, the Issuer as provided in Section 10.1(b)(ii)Clause 25.9 until duly paid thereto. (h) If 25.10 Notwithstanding any other provision of this Clause 25, the Corporation elects Share Trustee-Custodian shall not be required to satisfy its obligation take any action pursuant to pay this Clause 25 if such action would not be in compliance with applicable securities legislation and the interest by issuing rules and regulations of any stock exchange on which the Bonds or Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.are then listed. EU1/ 52179183.13

Common Share Interest Payment Election. (a) The Corporation may, at its sole option, elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account Provided that no Event of all, but not less than all, Default has occurred and is continuing and that all necessary regulatory approvals have been obtained (including any required approval of the Debentures by delivering TSX or any other Recognized Stock Exchange), the Issuer shall have the right, subject to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) andproviso herein, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of any Interest Obligation, in whole or in part, by delivering a Common Share Interest Payment Date: Election Notice to the Trustee no later than the earlier of: (i) the date required by applicable Law or the rules of the TSX or any other Recognized Stock Exchange, and (ii) the day which is fifteen (15) Business Days prior to the Interest Payment Date to which the Common Share Interest Payment Election relates; provided that the right of the Issuer to make a Common Share Interest Payment Election in respect of any Interest Obligation shall not be exercised by the Issuer (A) more than seven (7) times prior to the Maturity Date, and (B) on any two (2) consecutive Interest Payment Dates. Such Common Share Interest Payment Election Notice delivered by the Issuer shall provide that all or a portion of the Interest Obligation may be paid by the Issuer in Common Shares and, if only a portion of the Interest Obligation is to be issued on exercise of paid in Common Shares, the Common Share Interest Payment Election shall state such portion to be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such in Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares such portion to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation paid in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolutioncash. (cb) Upon receipt of a Common Share Interest Payment Election Notice, the Trustee shall, in accordance with this Article 13 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Issuer, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation Trustee shall on have the relevant Interest Payment Date deliver to the Debenture Trustee power to: (i) accept delivery of the Common Shares and, if applicable, from the cash payable in connection therewith. (d) No fractional Issuer and process the Common Shares shall be delivered upon in accordance with the exercise of a Common Share Interest Payment Election butNotice and this Article 13; (ii) accept bids with respect to, and facilitate sales of, such Common Shares, each as the Issuer shall direct in lieu thereofits absolute discretion, through the Corporation shall pay to the Debenture Trustee for the account of the holders the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the date before the public announcement investment banks, brokers or dealers identified by the Corporation of its intention to satisfy its Interest Obligation Issuer in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after Notice; (iii) accept delivery of the close of business on the Interest Payment Date, and shall be entitled proceeds with respect to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number sales of Common Shares as shall be issuable in such event. by the Issuer; (giv) The Corporation shall comply with all Applicable Securities Legislation regulating invest the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance proceeds of such Withholding Tax pursuant to Section 2.11.sales in accordance with the provisions of this Article 13;

Common Share Interest Payment Election. (a) The Provided that no Event of Default has occurred and is continuing under this Indenture and that all applicable regulatory and stock exchange approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed), the Corporation mayshall have the right, from time to time (including following conversion, at its sole optionthe time of redemption or at the time of maturity), elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon in respect of any Interest Obligation and, if the following conditions being met on Corporation wishes to make such an election, the Business Day immediately preceding the Corporation can only do so by delivering a Common Share Interest Payment DateElection Notice to the Trustee by no later than the earlier of: (i) the date required by applicable Law or the rules of any stock exchange on which the Debentures or Common Shares are then listed; and (ii) the day which is 15 Business Days prior to be issued on exercise of the Interest Payment Date to which the Common Share Interest Payment Election relates; and each such Common Share Interest Payment Election Notice so delivered by the Corporation to the Trustee shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading;accompanied by: (iii) photocopies of completed Common Share Bid Requests addressed to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in such Common Share Interest Payment Election Notice; and the Corporation being hereby agrees that: (A) the Corporation shall send such completed Common Share Bid Requests to the respective addressees thereof concurrently with its sending such Common Share Interest Payment Election Notice to the Trustee (or so soon thereafter as may be reasonably practicable having regard to all then prevailing circumstances); and (B) the Corporation shall make with each investment bank, broker or dealer to which a reporting issuer or Common Share Bid Request is so sent all such customary arrangements regarding such Common Share Bid Request and the equivalent acceptance of the bids made in good standing or equivalent under Applicable Securities Legislation response thereto and the completion of the transaction resulting from such acceptance as shall be necessary in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance;accordance with customary commercial practices; and (iv) an Officers' Certificate certifying to the Trustee that: (A) no Event of Default shall have has occurred and be is then continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) ; and (ivB) above have been satisfied and setting forth that all applicable regulatory approvals (including any required approval of any stock exchange on which the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Debentures or Common Shares have been duly authorized and, when issued and delivered pursuant to are then listed) required for the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Election to which such Common Share Interest Payment Date deliver to the Debenture Trustee the Common Shares and, if applicable, the cash payable in connection therewithElection Notice pertains have been obtained. (db) No fractional Common Shares shall be delivered upon the exercise of In connection with a Common Share Interest Payment Election but, in lieu thereofrespect of which the Trustee has received a Common Share Interest Payment Election Notice, the Corporation shall pay Trustee shall: (i) accept from the investment banks, brokers or dealers identified in such Common Share Interest Payment Election Notice physical delivery of any bids made by such investment banks, brokers or dealers in response to the Debenture Trustee Common Share Bid Requests made to them, respectively (each such responding bid so made being a "Response Bid") and forthwith forward to the Corporation all Response Bids so received (it being hereby agreed that the Corporation shall: (A) determine which Response Bids are to be accepted; and (B) enter into Common Share Purchase Agreements with each Person whose Response Bid was accepted by the Corporation and consummate the transactions therein provided for), provided that payment of the applicable purchase price for the account Common Shares issued pursuant to such transactions shall be made directly to the Trustee as provided for in Section 10.1(f); (ii) accept physical delivery from the Corporation (or its transfer agent in that regard, as the case may be) of the holders certificates evidencing the Common Shares which are to be issued pursuant to those Response Bids which were accepted by the Corporation; and deliver such certificates to the respective purchasers thereof in accordance with Section 10.1(g); (iii) invest all proceeds to be received by the Trustee, as contemplated in Section 10.1(g), on the direction of the Corporation in Government Obligations which mature prior to the applicable Interest Payment Date and use the proceeds received from such investment in Government Obligations to pay the Interest Obligation in respect of which the Common Share Interest Payment Election was made; and: (A) any such direction made by the Corporation which is received by the Trustee either after 9:00 a.m. (Toronto time) on a Business Day or at any time on a non-Business Day shall be deemed to have been received prior to 9:00 a.m. (Toronto time) on the next immediately following Business Day; and (B) the Trustee is hereby authorized to execute purchases and sales of Government Obligations through the facilities of its own trading or capital markets operations or those of any affiliated entity and the Trustee or any of its affiliates may receive reasonable compensation with respect to any such purchases and sales of Government Obligations directed hereunder (including without limitation charging an agency fee in connection with each transaction); and the parties hereto recognize and agree that the Trustee will not provide supervision, recommendations or advice relating to any such purchases and sales of Government Obligations and the Trustee shall not have any liability for any loss sustained as a result of any such purchases and sales of Government Obligations or as a result of any liquidation of any such Government Obligations prior to their maturity or for the failure of the Corporation to give the Trustee instructions regarding any such purchases and sales of Government Obligations; and (iv) perform any other action necessarily incidental thereto that is within the Trustee's capacity and as the Corporation, acting reasonably, may request by a Written Direction of the Corporation. Each Common Share Bid Request shall provide that the acceptance of any Response Bid made in response thereto is conditional on the acceptance of sufficient Response Bids to result in aggregate proceeds from the issuance and sale of Common Shares to the Persons which gave accepted Response Bids which, together with the cash equivalent thereof determined payments by the Corporation, is equal in amount to the Interest Obligation on the basis Common Share Delivery Date. (c) Each Common Share Interest Payment Election Notice shall provide for, and all Response Bids shall be subject to, the right of the Current Market Price Corporation, by delivering written notice to the Trustee and each Person which gave a Response Bid (which notice must be given at any time prior to the consummation of such delivery and sale of the Common Shares on the date before Common Share Delivery Date), to withdraw the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after (which shall have the close effect of business on withdrawing each related Common Share Bid Request and cancelling each Response Bid made in response thereto), whereupon the Corporation shall be obliged to pay in cash the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions Obligation in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out respect of its authorized Common Shares (if which the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such eventNotice has been delivered. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a) The Corporation mayProvided that no Event of Default has occurred and is continuing under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any Recognized Stock Exchange) in respect of any matter relating to this Article 7, at its sole option, elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention shall have the irrevocable right, from time to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right time, to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of all or any part of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Indenture Trustee by no later than the earlier of: (i) the date required by Applicable Law or the rules of any Recognized Stock Exchange on which the Common Shares are then listed, or (ii) the day which is at least 15 Business Days prior to be issued on exercise of the Interest Payment Date to which the Common Share Interest Payment Election shall relates. (b) Upon receipt of a Common Share Interest Payment Election Notice, the Indenture Trustee shall, provided that all applicable regulatory approvals have been obtained and in accordance with this Article 7 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests, in a form to be issued from treasury of provided by the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) satisfactory to the listing Indenture Trustee acting reasonably, to the investment banks, brokers or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement dealers identified by the Corporation of in its intention absolute discretion to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such sell Common Shares have been duly authorized andin the open market on a Recognized Stock Exchange, when issued and delivered pursuant to as specified in the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Common Share Interest Payment Date, Election Notice. In connection with the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment Election, the Indenture Trustee shall have the power to: (i) accept delivery of the Common Shares from the Corporation and process the Common Shares in accordance with the Common Share Interest Payment Election Notice, (ii) consummate sales of such Common Shares, as the Corporation shall direct in its absolute discretion, through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice, (iii) settle trades of Common Shares in the open market on a Recognized Stock Exchange, (iv) invest the proceeds of such sales on the relevant written direction of the Corporation in Canadian Government Obligations which mature prior to an applicable Interest Payment Date deliver and/or use such proceeds to pay all or part of the Debenture Trustee Interest Obligation in respect of which the Common Shares andShare Interest Payment Election was made, if applicableand (v) perform any other action necessarily incidental thereto. (c) The Indenture Trustee shall not incur any liability or be in any way responsible for the consequences of any loss caused by the investment referred to in section 7.1(b)(iv) and the Corporation indemnifies and saves harmless the Indenture Trustee and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses or demands whatsoever which may be brought against the cash payable Indenture Trustee or which it may suffer or incur as a result of performing its obligations set out in connection therewithsection 7.1(b). (d) No fractional Common Shares shall be delivered upon the exercise of a The Common Share Interest Payment Election butNotice shall provide for, in lieu thereofand all bids shall be subject to, the Corporation shall pay right of the Corporation, by delivering written notice to the Debenture Indenture Trustee for at any time prior to the account consummation of the holders the cash equivalent thereof determined on the basis of the Current Market Price such delivery and sale of the Common Shares on the date before Common Share Delivery Date, to withdraw the public announcement by Common Share Interest Payment Election (which shall have the effect of withdrawing each related Common Share Bid Request), whereupon the Corporation of its intention shall be obliged to satisfy its pay in cash the Interest Obligation in respect of which the Common SharesShare Interest Payment Election Notice has been delivered. (e) A holder shall be treated as the shareholder Any sale of record of the Common Shares issued on due exercise by the Corporation of its pursuant to this Article 7 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election effective immediately after the close of business shall take place concurrently on the Interest Payment Common Share Delivery Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise amount received by a Holder of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval Debenture in respect thereof as may of the Interest Obligation will not be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If affected by whether or not the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares Interest Obligation pursuant to a Common Share Interest Payment Election Election. (g) The Indenture Trustee shall inform the Corporation promptly following receipt of any bid or bids for Common Shares solicited pursuant to the Common Share Bid Requests. The Indenture Trustee shall accept such bid or bids as the Corporation (in its absolute discretion) shall direct by Written Order. In connection with any bids so accepted, the Corporation, the Indenture Trustee (if required by the Corporation in its absolute discretion) and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements in a form to be provided by the Corporation and satisfactory to the Indenture Trustee acting reasonably, and shall comply with all Applicable Securities Laws, including the securities rules and regulations of any Recognized Stock Exchange on which the Debentures or the Common Shares are then listed. The Corporation shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the standard fees of the Indenture Trustee generally charged for this service. (h) Provided that (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to which a holder is entitled is subject be sold thereunder against payment of the purchase price thereof, and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to Withholding Taxperform thereunder, in each Debentureholder shall duly satisfy case on the requirements imposed under Section 2.11 Common Share Delivery Date, the Corporation shall, on the Common Share Delivery Date, deliver to the Indenture Trustee the Common Shares to be sold on such date, an amount in cash equal to the difference between the applicable Interest Obligation and the Corporation shall thereafter attend anticipated net proceeds of the Common Shares to be sold and an Officer’s Certificate, upon which the Indenture Trustee may act and rely absolutely without any further enquiry, to the remittance effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Indenture Trustee shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such Withholding Tax pursuant purchasers against payment to Section 2.11the Indenture Trustee in immediately available funds of the purchase price therefor. (i) The Indenture Trustee shall, on the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with any cash received from the Corporation) to purchase, on the direction of the Corporation in writing, Canadian Government

Common Share Interest Payment Election. (a) The Corporation may, at its sole option, elect to satisfy its obligation to pay Provided that no Event of Default has occurred or is continuing under this Indenture and that all applicable regulatory and stock exchange approvals have been obtained (including any required approval of any stock exchange on an Interest Payment Date the interest then payable on account of all, but not less than all, of which the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable or Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by are then listed), the Corporation of its intention shall have the right, from time to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right time to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Common Share Interest Payment Election relates. Such Common Share Interest Payment Election Notice shall provide that all or a portion of the Interest Obligation may be paid by the Corporation in Common Shares, and if only a portion of the Interest Obligation is to be issued on exercise of paid in Common Shares, the Common Share Interest Payment Election shall state such portion to be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such in Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares such portion to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation paid in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolutioncash. (cb) Upon receipt of a Common Share Interest Payment Election Notice, the Trustee shall, in accordance with this Article 10 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Interest Payment Date deliver to the Debenture Trustee shall: (i) accept delivery of the Common Shares and, if applicable, from the cash payable in connection therewith. (d) No fractional Corporation and process the Common Shares shall be delivered upon in accordance with the exercise of a Common Share Interest Payment Election butNotice; (ii) accept bids with respect to, in lieu thereofand consummate sales of, such Common Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Common Share Interest Payment Election Notice was made; and (iv) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Debenture Trustee for at any time prior to the account consummation of the holders the cash equivalent thereof determined on the basis of the Current Market Price such delivery and sale of the Common Shares on the date before Common Share Delivery Date, to withdraw the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after (which shall have the close effect of business on withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions Obligation in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out respect of its authorized Common Shares (if which the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such eventNotice has been delivered. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a) The Provided that the Corporation mayis not in default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed), the Corporation shall have the right, from time to time (including following conversion, at its sole optionthe time of redemption or at the time of maturity), elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Common Share Interest Payment Election relates. Such Common Share Interest Payment Election Notice shall provide that all or a portion of the Interest Obligation may be paid by the Corporation by the delivery of Common Shares to the Trustee and the subsequent sale of such Common Shares by the Trustee in accordance with this Section 10.1, and if only a portion of the Interest Obligation is to be issued on exercise of paid in Common Shares, the Common Share Interest Payment Election shall be issued from treasury of state the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares portion to be delivered for each $40 of interest amount paid in such manner and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention such portion to satisfy its Interest Obligation be paid directly in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolutioncash. (cb) Upon receipt of a Common Share Interest Payment Election Notice, the Trustee shall, in accordance with this Article 10 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation Trustee shall on have the relevant Interest Payment Date deliver to the Debenture Trustee power to: (i) accept delivery of the Common Shares and, if applicable, from the cash payable in connection therewith. (d) No fractional Corporation and process the Common Shares shall be delivered upon in accordance with the exercise of a Common Share Interest Payment Election butNotice; (ii) accept bids with respect to, in lieu thereofand consummate sales of, such Common Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Common Share Interest Payment Election was made; and (iv) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Debenture Trustee for at any time prior to the account consummation of the holders the cash equivalent thereof determined on the basis of the Current Market Price such delivery and sale of the Common Shares on the date before Common Share Delivery Date, to withdraw the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after (which shall have the close effect of business on withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay directly in cash the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions Obligation in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out respect of its authorized Common Shares (if which the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such eventNotice has been delivered. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a) The Corporation may, at its sole option, elect to satisfy its obligation to pay Provided that no Event of Default has occurred and is continuing under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on an Interest Payment Date the interest then payable on account of all, but not less than all, of which the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable or Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by are then listed), the Corporation of its intention shall have the right, from time to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right time, to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to be issued on exercise of the Interest Payment Date to which the Common Share Interest Payment Election shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolutionrelates. (cb) Upon receipt of a Common Share Interest Payment Election Notice, the Trustee shall, in accordance with this ARTICLE X and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation Trustee shall on have the relevant Interest Payment Date deliver to the Debenture Trustee power to: (i) accept delivery of the Common Shares and, if applicable, from the cash payable in connection therewith. (d) No fractional Corporation and process the Common Shares shall be delivered upon in accordance with the exercise of a Common Share Interest Payment Election butNotice and this ARTICLE X; (ii) accept bids with respect to, in lieu thereofand consummate sales of, such Common Shares, on behalf of the Corporation, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date; (iv) use such proceeds, together with proceeds from the sale of Common Shares not invested as aforesaid, to pay the Interest Obligation in respect of which the Common Share Interest Payment Election was made; (v) deliver proceeds to holders of Debentures to satisfy all or a portion of the Corporation's Interest Obligations, as directed by the Corporation in the Common Share Interest Payment Election Notice, and (vi) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments to be made by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. The Trustee will be the agent of the Corporation solely for purposes of accepting bids on the Common Shares, consummating the sale of the Common Shares, and paying proceeds therefrom in satisfaction of the Interest Obligation. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Debenture Trustee for at any time prior to the account consummation of the holders the cash equivalent thereof determined on the basis of the Current Market Price such delivery and sale of the Common Shares on the date before Common Share Delivery Date, to withdraw the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after (which shall have the close effect of business on withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions Obligation in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out respect of its authorized Common Shares (if which the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such eventNotice has been delivered. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a) The Subject to the provisions of any series of Debentures, and provided that no Event of Default has occurred and is continuing and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed), the Corporation mayshall have the right, from time to time (including following conversion, at its sole optionthe time of redemption or at the time of maturity), elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Common Share Interest Payment Election relates. Such Common Share Interest Payment Election Notice shall provide that all or a portion of the Interest Obligation may be paid by the Corporation in Common Shares by the delivery of Common Shares to the Trustee and the subsequent sale of such Common Shares by the Trustee in accordance with this Section 10.1, and if only a portion of the Interest Obligation is to be issued on exercise of paid in Common Shares, the Common Share Interest Payment Election shall state such portion to be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such in Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares such portion to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation paid in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolutioncash. (cb) Upon receipt of a Common Share Interest Payment Election Notice, the Trustee shall, in accordance with this Article 10 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation Trustee shall on have the relevant Interest Payment Date deliver to the Debenture Trustee power to: (i) accept delivery of the Common Shares and, if applicable, from the cash payable in connection therewith. (d) No fractional Corporation and process the Common Shares shall be delivered upon in accordance with the exercise of a Common Share Interest Payment Election butNotice; (ii) accept bids with respect to, in lieu thereofand consummate sales of, such Common Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Common Share Interest Payment Election was made; (iv) deliver proceeds to holders of Debentures that together with the additional cash payments of the Corporation, if any, will satisfy all of the Corporation's Interest Obligations, as directed by the Corporation in the Common Share Interest Payment Election Notice, and (v) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Debenture Trustee for at any time prior to the account consummation of the holders the cash equivalent thereof determined on the basis of the Current Market Price such delivery and sale of the Common Shares on the date before Common Share Delivery Date, to withdraw (in whole or in part) the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after (which shall have the close effect of business on withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions Obligation in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out respect of its authorized Common Shares (if which the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, Notice has been delivered and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such eventsubsequently withdrawn. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a) The Corporation mayProvided that the Company is not in default under the Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed), the Company shall have the right, from time to time (including following conversion, at its sole optionthe time of redemption or at the time of maturity), elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of all or any part of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Canadian Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to the applicable payment date to which the Common Share Interest Payment Election relates. (b) Upon receipt of a Common Share Interest Payment Election Notice, the Canadian Trustee shall, in accordance with this Section 11.01 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Company, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the Common Share Interest Payment Election, the Canadian Trustee shall have the power to: (i) accept delivery of the Common Shares from the Company and process the Common Shares in accordance with the Common Share Interest Payment Election Notice; (ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the Company shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Company in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Company in Government Obligations which mature prior to an applicable payment date and use such proceeds to satisfy the Interest Obligation in respect of which the Common Share Interest Payment Election was made; and (iv) perform any other action necessarily incidental thereto as directed by the Company in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Canadian Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Company in respect to such Interest Obligations and in lieu of fractional Common Shares, if any, equal the applicable Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be issued subject to, the right of the Company, by delivering written notice to the Canadian Trustee at any time prior to the consummation of such delivery and sale of the Common Shares on exercise the Common Share Delivery Date, to withdraw all or part of the Common Share Interest Payment Election shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to have the effect that such of withdrawing each related Common Shares have been duly authorized andShare Bid Request), when issued and delivered pursuant whereupon the Company shall be obliged to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied Interest Obligation in Common Shares, unless respect of the Debentureholders waive amount withdrawn from the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Interest Payment Date deliver to the Debenture Trustee the Common Shares and, if applicable, the cash payable in connection therewithElection Notice originally delivered. (d) No fractional Any sale of Common Shares shall pursuant to this Section 11.01 may be delivered upon the exercise of made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election but, in lieu thereof, the Corporation shall pay to the Debenture Trustee for the account of the holders the cash equivalent thereof determined take place concurrently on the basis of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common SharesShare Delivery Date. (e) A The amount received by a holder shall be treated as the shareholder of record a Debenture in respect of the Common Shares issued on due exercise Interest Obligation or the entitlement thereto will not be affected by whether or not the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation Company elects to satisfy its obligation to pay all or part of the interest by issuing Common Shares Interest Obligation pursuant to a Common Share Interest Payment Election. (f) The Canadian Trustee shall inform the Company promptly following receipt of any bid or bids for Common Shares solicited pursuant to the Common Share Bid Requests. The Canadian Trustee shall accept such bid or bids as the Company, in its absolute discretion, shall direct by Written Direction of the Company, provided that the aggregate proceeds of all sales of Common Shares resulting from the acceptance of such bids, together with the amount of any cash payments by the Company in respect to such Interest Obligations and in lieu of any fractional Common Shares, on the Common Share Delivery Date, must be equal to, subject to (d) above, the related Common Share Interest Payment Election Amount in connection with any bids so accepted, and the Company, the Canadian Trustee (if required by the Company in its absolute discretion) and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with all Canadian Securities Legislation and U.S. Securities Laws, including the securities rules and regulations of any stock exchange on which the Debentures or Common Shares are then listed. The Company shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the Trustees. (g) Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Common Share Delivery Date, the Company shall, on the Common Share Delivery Date, deliver to the Canadian Trustee the Common Shares to be sold on such date, together with the amount of any cash payments by the Company in respect to such Interest Obligations and in lieu of any fractional Common Shares and an Officers’ Certificate to the effect that all conditions precedent to such sales, including those set forth in this Supplemental Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Canadian Trustee shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Canadian Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Common Share Interest Payment Election Amount. (h) The Canadian Trustee shall, on the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with the amount of any cash payments by the Company in respect of such Interest Obligation and in lieu of any fractional Common Shares) to purchase, on the direction of the Company in writing, Government Obligations which a holder mature prior to the applicable payment date and which the Canadian Trustee is entitled is required to hold until maturity (the “Common Share Proceeds Investment”) and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Company (and which shall be maintained by and subject to Withholding Tax, each Debentureholder the control of the Canadian Trustee) (the “Interest Account”) for such Debentures. The Canadian Trustee shall duly satisfy hold such Common Share Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the requirements imposed under Section 2.11 and benefit of the Corporation shall thereafter attend holders of the Debentures. At least one Business Day prior to the remittance Interest Payment Date, the Canadian Trustee shall deposit amounts from the proceeds of the Common Share Proceeds Investment in the Interest Account to bring the balance of the Interest Account to the Interest Obligation. On the Interest Payment Date, the Canadian Trustee shall pay the funds held in the Interest Account and any interest to be paid with cash to the holders of record of the Debentures on the Interest Payment Date (less any tax required to be deducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment Election Amount to the Company. (i) Neither the making of a Common Share Payment Election nor the consummation of sales of Common Shares on a Common Share Delivery Date shall (i) result in the holders of the Debentures not being entitled to receive on the applicable payment date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such holders to receive any Common Shares in satisfaction of such Withholding Tax pursuant to Section 2.11Interest Obligation.

Common Share Interest Payment Election. (a) The Corporation maySubject to the provisions of any series of Debentures, the Company shall have the right, from time to time (including following conversion, at its sole optionthe time of redemption or at the time of maturity), elect to satisfy its obligation to pay on an make a Common Share Interest Payment Date the interest then payable on account Election in respect of all, but not less than all, of the Debentures any Interest Obligation by delivering a Common Share Interest Payment Election Notice to the holders Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any Stock Exchanges on which the Common Shares are then listed; and (ii) the Debenture Trustee not less than 15 days and not more than 30 days day which is seven Business Days prior notice to the Interest Payment Date (to which the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “relates. Such Common Share Interest Payment Election”)Election Notice shall provide that all or a portion of such Interest Obligation may be paid by the Company in Common Shares by the delivery of Common Shares to the Trustee in an amount equal to (A) the amount of interest payable pursuant to such Interest Obligation divided by (B) Common Share Interest Conversion Price. (b) The Corporation’s Company's right to make a exercise the Common Share Interest Payment Election shall be conditional upon the following conditions being met on or before 11:00 a.m. (Toronto time) on the day which is one Business Day immediately preceding prior to the Interest Payment Date, such conditions being in favour of the Debentureholders: (i) the issuance of the Common Shares to be issued on the exercise of the Common Share Interest Payment Election shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessablemade in accordance with Applicable Securities Legislation; (ii) the listing or quotation of such additional Common Shares on the TSXV or any successor each stock exchange on which the Common Shares are listed for tradingthen listed; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing;; and (viv) the receipt by the Debenture Trustee of an Officers’ ' Certificate stating that conditions (i), (ii), (iii) and (iviii) above have been satisfied and setting forth (A) the number of Common Shares to be delivered for each $40 1,000 principal amount of Debentures; (B) the amount of interest amount payable on such Interest Payment Date, and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (viC) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Share Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfiedConversion Price. If the foregoing conditions are not satisfied by the close of business on or before 11:00 a.m. (Toronto time) on the Business Day preceding prior to the Interest Payment Date, the Corporation Company shall pay in cash the interest that would otherwise have been satisfied payable on the Debentures on such Interest Payment Date for which a Common Share Interest Payment Election was made in Common Sharesaccordance with Section 2.10, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation Company duly exercises a its Common Share Interest Payment Election, the Corporation Company shall on or before 11:00 a.m. (Toronto time) on the relevant Business Day immediately prior to the Interest Payment Date Date, deliver to the Debenture Trustee, for delivery to and on account of the registered holders of such Debentures appearing on the registers maintained by the Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date, the Common Shares and, if applicable, to which such holders are entitled. The Company shall also deposit with the cash payable Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection therewithwith the Common Share Interest Payment Election. Every such deposit shall be irrevocable. (d) From the certificates so deposited, the Trustee shall deliver to such Debentureholders the certificates to which they are entitled. The delivery of such certificates to the Trustee will satisfy and discharge the liability of the Company for the Interest Obligation to which the delivery of certificates relates (including the amount of any Common Shares sold to pay applicable withholding taxes in accordance with Section 11.1(i)), and such Common Shares will represent full satisfaction of such Interest Obligation and such holders will have no further recourse to the Company in respect of such Interest Obligation. (e) No fractional Common Shares shall be delivered upon the exercise of a the Common Share Interest Payment Election but, in lieu thereof, the Corporation Company shall pay to the Debenture Trustee for the account of the holders entitled Debentureholders, at the time contemplated in Section 11.1(c), the cash equivalent thereof determined on the basis of the Current Market Conversion Price as of the Common Shares on Business Day prior to the date before Interest Payment Date (less applicable withholding tax, if any), provided, however, the public announcement by the Corporation Company shall not be required to make any payment of its intention to satisfy its Interest Obligation in Common Sharesless than $10.00. (ef) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation Company of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefortherefore, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter, and in the event that the Trustee receives the same, it shall hold the same in trust for the benefit of such holder. (fg) The Corporation Company shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) Shares, solely for the purpose of issue and delivery upon the exercise of a the Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a the Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable . All Common Shares upon exercise of a Common Share Interest Payment Election, which shall obtain any regulatory approval in respect thereof be so issuable shall be duly and validly issued as may be required pursuant to Applicable Securities Legislation fully paid and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii)non-assessable. (h) The Company shall from time to time promptly pay, or make provision satisfactory to the Trustee for the payment of, all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, withholding tax or security transfer tax, if any) which shall be payable with respect to the issuance or delivery of Common Shares to holders upon exercise of the Common Share Interest Payment Election pursuant to the terms of the Debentures and of this Indenture. (i) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to Company makes a Common Share Interest Payment Election in accordance with this Section 11.1 and if the payment represented by the Common Shares issuable in satisfaction of the Interest Obligation is subject to withholding taxes and the delivery amount of the cash payment, if any, of the principal amount due on maturity, if such maturity is concurrent with the interest payment, is insufficient to satisfy such withholding taxes, the Trustee, on the written direction of the Company but for the account of the holder: (a) shall sell, or cause to be sold, through the investment banks, brokers or dealers selected by the Company, out of the Common Shares issued by the Company for this purpose, such number of Common Shares to which a holder that, together with any cash component of the principal amount due on maturity, if such maturity is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend concurrent to the remittance interest payment, is sufficient to yield net proceeds (after payment of all costs) to cover the amount such Withholding Tax pursuant withholding taxes; and (b) shall remit such amount withheld on behalf of the Company to Section 2.11the proper tax authorities within the period of time prescribed for this purpose under applicable laws.

Common Share Interest Payment Election. (a) The Provided that the Corporation mayis not in default under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed), the Corporation shall have the right, from time to time (including following conversion, at its sole optionthe time of redemption or at the time of maturity), elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon in respect of any Interest Obligation by delivering a Common Share Interest Payment Election Notice to the following conditions being met Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Day immediately preceding Days prior to the Interest Payment Date:Date to which the Common Share Interest Payment Election relates. (b) Upon receipt of a Common Share Interest Payment Election Notice, the Trustee shall, in accordance with this Article 10 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the Common Share Interest Payment Election, the Trustee shall have the power to: (i) accept delivery of the Common Shares from the Corporation and process the Common Shares in accordance with the Common Share Interest Payment Election Notice; (ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Common Share Interest Payment Election was made; and (iv) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Trustee at any time prior to the consummation of such delivery and sale of the Common Shares on the Common Share Delivery Date, to withdraw the Common Share Interest Payment Election (which shall have the effect of withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Obligation in respect of which the Common Share Interest Payment Election Notice has been delivered. (d) Any sale of Common Shares pursuant to this Article 10 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election shall take place concurrently on the Common Share Delivery Date. (e) The amount received by a holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Corporation elects to satisfy the Interest Obligation pursuant to a Common Share Interest Payment Election. (f) The Trustee shall inform the Corporation promptly following receipt of any bid or bids for Common Shares solicited pursuant to the Common Share Bid Requests. The Trustee shall accept such bid or bids as the Corporation, in its absolute discretion, shall direct by Written Direction of the Corporation, provided that the aggregate proceeds of all sales of Common Shares resulting from the acceptance of such bids, together with the amount of any cash payment by the Corporation in lieu of any fractional Common Shares, on the Common Share Delivery Date, must be equal to the related Common Share Interest Payment Election Amount in connection with any bids so accepted, the Corporation, the Trustee (if required by the Corporation in its absolute discretion) and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Common Shares are then listed. The Corporation shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the Trustee. (g) Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be issued sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on exercise the Common Share Delivery Date, the Corporation shall, on the Common Share Delivery Date, deliver to the Trustee the Common Shares to be sold on such date, an amount in cash equal to the value of any fractional Common Shares and an Officers' Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Trustee shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Common Share Interest Payment Election Amount (less any amount attributable to any fractional Common Shares), whereupon the sole right of a holder of Debentures to receive such holder's portion of the Common Share Interest Payment Election shall Amount will be issued to receive same from treasury the Trustee out of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation proceeds of such sales of Common Shares on plus any amount received by the TSXV or Trustee from the Corporation attributable to any successor exchange on which the fractional Common Shares are listed for trading; (iii) in full satisfaction of the Interest Obligation and the holder will have no further recourse to the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment respect of the Interest Obligation. (h) The Trustee shall, will be validly issued as fully paid on the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with any cash received from the Corporation in lieu of any fractional Common Shares) to purchase, on the direction of the Corporation in writing, Government Obligations which mature prior to the applicable Interest Payment Date and non-assessable, and that conditions which the Trustee is required to hold until maturity (ithe "Common Share Proceeds Investment") and (ii) above have been satisfied. If shall, on such date, deposit the foregoing conditions are not satisfied balance, if any, of such sale proceeds in an account established by the close Corporation (and which shall be maintained by and subject to the control of business on the Trustee) (the "Interest Account") for such Debentures. The Trustee shall hold such Common Share Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the holders of the Debentures. At least one Business Day preceding prior to the Interest Payment Date, the Corporation Trustee shall pay deposit amounts from the proceeds of the Common Share Proceeds Investment in cash the interest that would otherwise have been satisfied in Common Shares, unless Interest Account to bring the Debentureholders waive balance of the conditions which are not satisfied or extends Interest Account to the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment ElectionElection Amount. On the Interest Payment Date, the Corporation Trustee shall pay the funds held in the Interest Account to the holders of record of the Debentures on the relevant Interest Payment Date deliver (less any tax required to be deducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment Election Amount to the Debenture Trustee the Common Shares and, if applicable, the cash payable in connection therewithCorporation. (di) Neither the making of a Common Share Payment Election nor the consummation of sales of Common Shares on a Common Share Delivery Date shall (i) result in the holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such holders to receive any Common Shares in satisfaction of such Interest Obligation. (j) No fractional Common Shares shall be delivered upon the exercise of a Common Share Interest Payment Election but, in lieu thereof, the Corporation shall pay to the Debenture Trustee for the account of the holders the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant in satisfaction of interest but in lieu thereof the Corporation will satisfy such fractional interest by a cash payment equal to the exercise market price of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. fractional interest (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain less any regulatory approval in respect thereof as may be tax required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(iideducted, if any). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. 7.1.1 Provided that no Event of Default has occurred and is continuing under this Indenture and that all applicable regulatory approvals have been obtained (aincluding any required approval of any Recognized Stock Exchange) The Corporation may, at its sole option, elect to satisfy its obligation to pay on an Interest Payment Date for the interest then payable on account purposes of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amountthe Company shall have the revocable right, by issuing and delivering from time to holders that number of Freely Tradeabletime, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon in respect of all or any part of any Interest Obligation by delivering a Common Share Interest Payment Election Notice to the following conditions being met Indenture Trustee by no later than the earlier of: (i) the date required by Applicable Law or the rules of any Recognized Stock Exchange on which the Business Day immediately preceding Common Shares are then listed, or (ii) the day which is not less than 40 days and not more than 60 days prior to the Interest Payment Date:Date to which the Common Share Interest Payment Election relates. 7.1.2 Upon receipt of a Common Share Interest Payment Election Notice, the Indenture Trustee shall, in accordance with this article 7 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Company, in its absolute discretion or sell Common Shares in the open market on a Recognized Stock Exchange, as specified in the Common Share Interest Payment Election Notice. In connection with the Common Share Interest Payment Election, the Indenture Trustee shall have the power to: (i) accept delivery of the Common Shares from the Company and process the Common Shares in accordance with the Common Share Interest Payment Election Notice, (ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the Company shall direct in its absolute discretion, through the investment banks, brokers or dealers identified by the Company in the Common Share Interest Payment Election Notice, (iii) sell Common Shares in the open market on a Recognized Stock Exchange, (iv) invest the proceeds of such sales on the direction of the Company in Canadian Government Obligations which mature at least three Business Days prior to an applicable Interest Payment Date and/or use such proceeds to pay all or part of the Interest Obligation in respect of which the Common Share Interest Payment Election was made and (v) perform any other action necessarily incidental thereto. 7.1.3 The Indenture Trustee shall not incur any liability or be in any way responsible for the consequences of any loss caused by the investment referred to in section 7.1.2(iv) and the Company indemnifies and saves harmless the Indenture Trustee and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses or demands whatsoever which may be brought against the Indenture Trustee or which it may suffer or incur as a result of performing its obligations set out in section 7.1.2. 7.1.4 The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Company, by delivering written notice to the Indenture Trustee at any time prior to the consummation of such delivery and sale of the Common Shares on the Common Share Delivery Date, to withdraw the Common Share Interest Payment Election (which shall have the effect of withdrawing each related Common Share Bid Request), whereupon the Company shall be obliged to pay in cash the Interest Obligation in respect of which the Common Share Interest Payment Election Notice has been delivered. The Indenture Trustee shall be fully indemnified by the Company in respect of any withdrawal of a Common Share Interest Payment Election or any termination of bids or contracts for the issuance or sales of Common Shares entered into by the Indenture Trustee on behalf of the Company. 7.1.5 Any sale of Common Shares pursuant to this article 7 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election shall take place concurrently on the Common Share Delivery Date. 7.1.6 The amount received by a Holder of a Debenture in respect of the Interest Obligation will not be affected by whether or not the Company elects to satisfy the Interest Obligation pursuant to a Common Share Interest Payment Election. 7.1.7 The Indenture Trustee shall inform the Company promptly following receipt of any bid or bids for Common Shares solicited pursuant to the Common Share Bid Requests. The Indenture Trustee shall accept such bid or bids as the Company (in its absolute discretion) shall direct by Written Order. In connection with any bids so accepted, the Company, the Indenture Trustee (if required by the Company in its absolute discretion) and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with all Applicable Securities Laws, including the securities rules and regulations of any Recognized Stock Exchange on which the Common Shares are then listed. The Company shall, if so requested by the Indenture Trustee, deliver to the Indenture Trustee an Opinion of Counsel that such Common Share Purchase Agreements so comply with such Applicable Securities Laws or regulations of any Recognized Stock Exchange. The Company shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the standard fees of the Indenture Trustee generally charged for this service. 7.1.8 Provided that (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be sold thereunder against payment of the purchase price thereof, and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Common Share Delivery Date, the Company shall, on the Common Share Delivery Date, deliver to the Indenture Trustee the Common Shares to be sold on such date, an amount in cash equal to the difference between the applicable Interest Obligation and the anticipated net proceeds of the Common Shares to be sold and an Officers’ Certificate, upon which the Indenture Trustee may act and rely absolutely without any further enquiry, to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Indenture Trustee shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Indenture Trustee in immediately available funds of the purchase price therefor. 7.1.9 The Company agrees that any Common Shares issued pursuant to this article 7 shall be issued for an amount equal to the sale price of such Common Shares realized by the Trustee, with the effect that the Trustee will neither realize a gain or loss with respect to the sale of such Common Shares. 7.1.10 The Indenture Trustee shall, on exercise the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with any cash received from the Company) to purchase, on the direction of the Company in writing, Canadian Government Obligations which mature at least three Business Days prior to the applicable Interest Payment Date and which the Indenture Trustee is required to hold until maturity (the “Common Share Proceeds Investment”) and shall, on such date, deposit the balance, if any, of such sale proceeds in the Property Account for such Debentures. At least one Business Day prior to the Interest Payment Date, the Indenture Trustee shall deposit amounts from the proceeds of the Common Share Proceeds Investment in the Property Account to bring the balance of the Property Account to the Common Share Interest Payment Election Amount to the extent that the Indenture Trustee has been provided sufficient funds to do so. On the Interest Payment Date, the Indenture Trustee shall pay the funds held in the Property Account to the Holders in accordance with section 2.10 or 2.12. The Indenture Trustee shall remit amounts, if any, in respect of income earned on the Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment Election shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel Amount to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary ResolutionCompany. (c) In 7.1.11 Neither the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Interest Payment Date deliver to the Debenture Trustee the Common Shares and, if applicable, the cash payable in connection therewith. (d) No fractional Common Shares shall be delivered upon the exercise making of a Common Share Interest Payment Election but, in lieu thereof, nor the Corporation shall pay to the Debenture Trustee for the account consummation of the holders the cash equivalent thereof determined on the basis sales of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Delivery Date will (i) result in the Holders of the Debentures not being entitled to receive on the applicable Interest Payment Election as provided hereinDate cash in an aggregate amount equal to the Interest Obligation payable on such date, and shall issue or (ii) entitle such Holders to Debentureholders to whom receive any Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance satisfaction of such Withholding Tax pursuant to Section 2.11Interest Obligation.

Common Share Interest Payment Election. ‌ (a) The Subject to the other provisions of this Section 10.1, the Corporation may, at its sole optionoption and subject to regulatory approval, elect to satisfy its obligation to pay interest on an Interest Payment Date the Debentures, in whole or in part, by issuing and delivering Freely Tradeable Common Shares in accordance with the provisions of this Section 10.1. (b) The Corporation may, at its option, subject to applicable regulatory approval or unless otherwise specified in a supplemental indenture in respect of a series or class of Debentures, elect to satisfy its obligation to pay (less any taxes required to be deducted) interest then payable on account of all, but not less than all, due in respect of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the applicable Interest Payment Date, for each $40 of semi-annual interest amountin whole or in part, by issuing and delivering to holders on the Interest Payment Date that number of Freely Tradeable, fully paid and non-assessable Tradeable Common Shares obtained by dividing each $40 the aggregate amount of interest amount proposed to be paid by the market price issuance and delivery of the Freely Tradeable Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the Interest Payment Date: (i) the Common Shares to be issued on exercise of the Common Share Interest Payment Election shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Interest Payment Date deliver to the Debenture Trustee the Common Shares and, if applicable, the cash payable in connection therewith. (d) No fractional Common Shares shall be delivered upon the exercise of a Common Share Interest Payment Election but, in lieu thereof, the Corporation shall pay to the Debenture Trustee for the account of the holders the cash equivalent thereof determined on the basis 95% of the Current Market Price of the Common Shares on determined as of the date before immediately preceding the public announcement by date the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after Notice is delivered to the close of business on Indenture Trustee (the "Common Share Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter.Right").‌ (fc) The Corporation shall at all times reserve exercise the Common Share Interest Payment Right by so specifying in a notice regarding the interest payment (the "Common Share Interest Payment Notice"), which shall be delivered to the Indenture Trustee not more than 60 days and keep available out of its authorized Common Shares (if not less than 15 days' prior to the number thereof is or becomes limited) solely for applicable Interest Payment Date. Concurrent with the purpose of issue and delivery upon to the exercise Indenture Trustee of a Common Share Interest Payment Election as provided hereinNotice, and the Corporation shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a press release announcing that it has exercised it Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.Election.‌

Common Share Interest Payment Election. (a) The Corporation may, at its sole option, elect to satisfy its obligation to pay Provided that no Event of Default has occurred or is continuing under this Indenture and that all applicable regulatory and stock exchange approvals have been obtained (including any required approval of any stock exchange on an Interest Payment Date the interest then payable on account of all, but not less than all, of which the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable or Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by are then listed), the Corporation of its intention shall have the right, from time to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right time to make a Common Share Interest Payment Election shall be conditional upon in respect of any Interest Obligation by delivering a Common Share Interest Payment Election Notice to the following conditions being met Trustees no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Day immediately preceding Days prior to the Interest Payment Date:Date to which the Common Share Interest Payment Election relates. Such Common Share Interest Payment Election Notice shall provide that all or a portion of the Interest Obligation may be paid by the Corporation in Common Shares, and if only a portion of the Interest Obligation is to be paid in Common Shares, the Common Share Interest Payment Election shall state such portion to be paid in Common Shares and such portion to be paid in cash. (b) Upon receipt of a Common Share Interest Payment Election Notice, the Trustees shall, in accordance with this Article 10 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the Common Share Interest Payment Election, the Trustees shall: (i) accept delivery of the Common Shares from the Corporation and process the Common Shares in accordance with the Common Share Interest Payment Election Notice; (ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Common Share Interest Payment Election Notice was made; and (iv) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Trustees to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Trustees at any time prior to the consummation of such delivery and sale of the Common Shares on the Common Share Delivery Date, to withdraw the Common Share Interest Payment Election (which shall have the effect of withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Obligation in respect of which the Common Share Interest Payment Election Notice has been delivered. (d) Any sale of Common Shares pursuant to this Article 10 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election shall take place concurrently on the Common Share Delivery Date. (e) The amount received by a holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Corporation elects to satisfy the Interest Obligation pursuant to a Common Share Interest Payment Election. (f) The Trustees shall inform the Corporation promptly following receipt of any bid or bids for Common Shares solicited pursuant to the Common Share Bid Requests. The Trustees shall accept such bid or bids as the Corporation, in its absolute discretion, shall direct by Written Direction of the Corporation, provided that the aggregate proceeds of all sales of Common Shares resulting from the acceptance of such bids, together with the amount of any cash payment by the Corporation in lieu of any fractional Common Shares, on the Common Share Delivery Date, must be equal to the related Common Share Interest Payment Election Amount in connection with any bids so accepted, the Corporation, the Trustees (if required by the Corporation in its absolute discretion) and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with all Applicable Securities Legislation and U.S. Securities Laws, including the securities rules and regulations of any stock exchange on which the Debentures or Common Shares are then listed. The Corporation shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the Trustees. (g) Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be issued sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on exercise the Common Share Delivery Date, the Corporation shall, on the Common Share Delivery Date, deliver to the Trustees the Common Shares to be sold on such date, an amount in cash equal to the value of any fractional Common Shares and an Officers’ Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Trustees shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Trustees in immediately available funds of the purchase price therefor in an aggregate amount equal to the Common Share Interest Payment Election Amount (less any amount attributable to any fractional Common Shares), whereupon the sole right of a holder of Debentures to receive such holder’s portion of the Common Share Interest Payment Election shall Amount will be issued to receive same from treasury the Trustees out of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation proceeds of such sales of Common Shares on plus any amount received by the TSXV or Trustees from the Corporation attributable to any successor exchange on which the fractional Common Shares are listed for trading; (iii) in full satisfaction of the Interest Obligation and the holder will have no further recourse to the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment respect of the Interest Obligation. (h) The Trustees shall, will be validly issued as fully paid on the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with any cash received from the Corporation in lieu of any fractional Common Shares) to purchase, on the direction of the Corporation in writing, Government Obligations which mature prior to the applicable Interest Payment Date and non-assessable, and that conditions which the Trustees are required to hold until maturity (ithe “Common Share Proceeds Investment”) and (ii) above have been satisfied. If shall, on such date, deposit the foregoing conditions are not satisfied balance, if any, of such sale proceeds in an account established by the close Corporation (and which shall be maintained by and subject to the control of business on the Trustees) (the “Interest Account”) for such Debentures. The Trustees shall hold such Common Share Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the holders of the Debentures. At least one Business Day preceding prior to the Interest Payment Date, the Corporation Trustees shall pay deposit amounts from the proceeds of the Common Share Proceeds Investment in cash the interest that would otherwise have been satisfied in Common Shares, unless Interest Account to bring the Debentureholders waive balance of the conditions which are not satisfied or extends Interest Account to the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment ElectionElection Amount. On the Interest Payment Date, the Corporation Trustees shall pay the funds held in the Interest Account to the holders of record of the Debentures on the relevant Interest Payment Date deliver and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment Election Amount to the Debenture Trustee the Common Shares and, if applicable, the cash payable in connection therewithCorporation. (di) Neither the making of a Common Share Payment Election nor the consummation of sales of Common Shares on a Common Share Delivery Date shall (i) result in the holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such holders to receive any Common Shares in satisfaction of such Interest Obligation. (j) No fractional Common Shares shall will be delivered upon the exercise issued in satisfaction of a Common Share Interest Payment Election but, interest but in lieu thereofthereof the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest provided, however, that the Corporation shall pay to the Debenture Trustee for the account of the holders the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may not be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii)make any payment of less than $5.00. (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a) The Provided that the Corporation mayis not in default, at its sole option, elect to satisfy its obligation to pay no Event of Default has occurred under this Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on an Interest Payment Date the interest then payable on account of all, but not less than all, of which the Debentures by delivering or Common Shares are then listed), the Corporation shall have the right, from time to time before the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Maturity Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Debenture Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to be issued on exercise of the Interest Payment Date to which the Common Share Interest Payment Election relates. The Common Share Interest Payment Election shall not be issued from treasury of available for interest payable on the Corporation and shall be Freely Tradeable and fully paid and non- assessable;Maturity Date. (iib) the listing or quotation Upon receipt of such a Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by Share Interest Payment Election Notice, the Debenture Trustee of an Officers’ Certificate stating that conditions (i)shall, (ii)in accordance with this Article 10 and such Common Share Interest Payment Election Notice, (iii) and (iv) above have been satisfied and setting forth deliver Common Share Bid Requests to the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement investment banks, brokers or dealers identified by the Corporation of Corporation, in its intention to satisfy its Interest Obligation absolute discretion, in the Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Share Interest Payment Date, Election Notice. In connection with the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment Election, the Debenture Trustee shall have the power to: (i) accept delivery of the Common Shares from the Corporation and process the Common Shares in accordance with the Common Share Interest Payment Election Notice and this Article 10; (ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the relevant direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Common Share Interest Payment Election was made; and (iv) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Debenture Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Debenture Trustee at any time prior to the consummation of such delivery and sale of the Common Shares on the Common Share Delivery Date, to withdraw the Common Share Interest Payment Election (which shall have the effect of withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Obligation in respect of which the Common Share Interest Payment Election Notice has been delivered. (d) Any sale of Common Shares pursuant to this Article 10 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election shall take place concurrently on the Common Share Delivery Date. (e) The amount received by a holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Corporation elects to satisfy the Interest Obligation pursuant to a Common Share Interest Payment Election. (f) The Debenture Trustee shall inform the Corporation promptly following receipt of any bid or bids for Common Shares solicited pursuant to the Common Share Bid Requests. The Debenture Trustee shall accept such bid or bids as the Corporation, in its absolute discretion, shall direct by Written Direction of the Corporation, provided that the aggregate proceeds of all sales of Common Shares resulting from the acceptance of such bids, together with the amount of any cash payment by the Corporation in lieu of any fractional Common Shares, on the Common Share Delivery Date, must be equal to the related Common Share Interest Payment Election Amount in connection with any bids so accepted, the Corporation, the Debenture Trustee (if required by the Corporation in its absolute discretion) and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with all Applicable Securities Legislation, including the securities rules and regulations of any stock exchange on which the Debentures or Common Shares are then listed. The Corporation shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the Debenture Trustee. (g) Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Common Share Delivery Date, the Corporation shall, on the Common Share Delivery Date, deliver to the Debenture Trustee the Common Shares andto be sold on such date, if applicablean amount in cash equal to the value of any fractional Common Shares and an Officer's Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the cash payable Debenture Trustee shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Debenture Trustee in connection therewithimmediately available funds of the purchase price therefor in an aggregate amount equal to the Common Share Interest Payment Election Amount (less any amount attributable to any fractional Common Shares), whereupon the sole right of a holder of Debentures to receive such holder's portion of the Common Share Interest Payment Election Amount will be to receive same from the Debenture Trustee out of the proceeds of such sales of Common Shares plus any amount received by the Debenture Trustee from the Corporation attributable to any fractional Common Shares in full satisfaction of the Interest Obligation and the holder will have no further recourse to the Corporation in respect of the Interest Obligation. (dh) No The Debenture Trustee shall, on the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with any cash received from the Corporation in lieu of any fractional Common Shares Shares) to purchase, on the direction of the Corporation in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the Debenture Trustee is required to hold until maturity (the "Common Share Proceeds Investment") and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Corporation (and which shall be delivered upon maintained by and subject to the exercise control of the Debenture Trustee) (the "Interest Account") for such Debentures. The Debenture Trustee shall hold such Common Share Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the holders of the Debentures. At least one Business Day prior to the Interest Payment Date, the Debenture Trustee shall deposit amounts from the proceeds of the Common Share Proceeds Investment in the Interest Account to bring the balance of the Interest Account to the Common Share Interest Payment Election Amount. On the Interest Payment Date, the Debenture Trustee shall pay the funds held in the Interest Account to the holders of record of the Debentures on the Interest Payment Date (less any tax required to be deducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment Election Amount to the Corporation. (i) Neither the making of a Common Share Interest Payment Election but, nor the consummation of sales of Common Shares on a Common Share Delivery Date shall (i) result in the holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such holders to receive any Common Shares in satisfaction of such Interest Obligation. (j) No fractional Common Shares will be issued in satisfaction of interest but in lieu thereof, thereof the Corporation shall pay will satisfy such fractional interest by a cash payment equal to the Debenture Trustee for the account of the holders the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. such fractional interest (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain less any regulatory approval in respect thereof as may be tax required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(iideducted, if any.). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.

Common Share Interest Payment Election. (a) The Corporation mayProvided that the Company is not in default under the Indenture and that all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the 6.25% Debentures or Common Shares are then listed), the Company shall have the right, from time to time (including following conversion, at its sole optionthe time of redemption or at the time of maturity), elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of all or any part of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Canadian Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the 6.25% Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to the applicable payment date to which the Common Share Interest Payment Election relates. (b) Upon receipt of a Common Share Interest Payment Election Notice, the Canadian Trustee shall, in accordance with this Section 11.01 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Company, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the Common Share Interest Payment Election, the Canadian Trustee shall have the power to: (i) accept delivery of the Common Shares from the Company and process the Common Shares in accordance with the Common Share Interest Payment Election Notice; (ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the Company shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Company in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Company in Government Obligations which mature prior to an applicable payment date and use such proceeds to satisfy the Interest Obligation in respect of which the Common Share Interest Payment Election was made; and (iv) perform any other action necessarily incidental thereto as directed by the Company in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Canadian Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Company in respect to such Interest Obligations and in lieu of fractional Common Shares, if any, equal the applicable Interest Obligation on the Common Share Delivery Date. (c) The Common Share Interest Payment Election Notice shall provide for, and all bids shall be issued subject to, the right of the Company, by delivering written notice to the Canadian Trustee at any time prior to the consummation of such delivery and sale of the Common Shares on exercise the Common Share Delivery Date, to withdraw all or part of the Common Share Interest Payment Election shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to have the effect that such of withdrawing each related Common Shares have been duly authorized andShare Bid Request), when issued and delivered pursuant whereupon the Company shall be obliged to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied Interest Obligation in Common Shares, unless respect of the Debentureholders waive amount withdrawn from the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation shall on the relevant Interest Payment Date deliver to the Debenture Trustee the Common Shares and, if applicable, the cash payable in connection therewithElection Notice originally delivered. (d) No fractional Any sale of Common Shares shall pursuant to this Section 11.01 may be delivered upon the exercise of made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election but, in lieu thereof, the Corporation shall pay to the Debenture Trustee for the account of the holders the cash equivalent thereof determined take place concurrently on the basis of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common SharesShare Delivery Date. (e) A The amount received by a holder shall be treated as the shareholder of record a 6.25% Debenture in respect of the Common Shares issued on due exercise Interest Obligation or the entitlement thereto will not be affected by whether or not the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation Company elects to satisfy its obligation to pay all or part of the interest by issuing Common Shares Interest Obligation pursuant to a Common Share Interest Payment Election. (f) The Canadian Trustee shall inform the Company promptly following receipt of any bid or bids for Common Shares solicited pursuant to the Common Share Bid Requests. The Canadian Trustee shall accept such bid or bids as the Company, in its absolute discretion, shall direct by Written Direction of the Company, provided that the aggregate proceeds of all sales of Common Shares resulting from the acceptance of such bids, together with the amount of any cash payments by the Company in respect to such Interest Obligations and in lieu of any fractional Common Shares, on the Common Share Delivery Date, must be equal to, subject to (d) above, the related Common Share Interest Payment Election Amount in connection with any bids so accepted, and the Company, the Canadian Trustee (if required by the Company in its absolute discretion) and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with all Canadian Securities Legislation and U.S. Securities Laws, including the securities rules and regulations of any stock exchange on which the 6.25% Debentures or Common Shares are then listed. The Company shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the Trustees. (g) Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Common Share Delivery Date, the Company shall, on the Common Share Delivery Date, deliver to the Canadian Trustee the Common Shares to be sold on such date, together with the amount of any cash payments by the Company in respect to such Interest Obligations and in lieu of any fractional Common Shares and an Officers’ Certificate to the effect that all conditions precedent to such sales, including those set forth in this Supplemental Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Canadian Trustee shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Canadian Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Common Share Interest Payment Election Amount. (h) The Canadian Trustee shall, on the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with the amount of any cash payments by the Company in respect of such Interest Obligation and in lieu of any fractional Common Shares) to purchase, on the direction of the Company in writing, Government Obligations which a holder mature prior to the applicable payment date and which the Canadian Trustee is entitled is required to hold until maturity (the “Common Share Proceeds Investment”) and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Company (and which shall be maintained by and subject to Withholding Tax, each Debentureholder the control of the Canadian Trustee) (the “Interest Account”) for such 6.25% Debentures. The Canadian Trustee shall duly satisfy hold such Common Share Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the requirements imposed under Section 2.11 and benefit of the Corporation shall thereafter attend holders of the 6.25% Debentures. At least one Business Day prior to the remittance Interest Payment Date, the Canadian Trustee shall deposit amounts from the proceeds of the Common Share Proceeds Investment in the Interest Account to bring the balance of the Interest Account to the Interest Obligation. On the Interest Payment Date, the Canadian Trustee shall pay the funds held in the Interest Account and any interest to be paid with cash to the holders of record of the 6.25% Debentures on the Interest Payment Date (less any tax required to be deducted, if any) and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment Election Amount to the Company. (i) Neither the making of a Common Share Payment Election nor the consummation of sales of Common Shares on a Common Share Delivery Date shall (i) result in the holders of the 6.25% Debentures not being entitled to receive on the applicable payment date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such holders to receive any Common Shares in satisfaction of such Withholding Tax pursuant to Section 2.11Interest Obligation.

Common Share Interest Payment Election. (a) The Provided that no Event of Default has occurred and is continuing and that all necessary regulatory approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed), the Corporation mayshall have the right, at its sole optionany time and from time to time, elect to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of all, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of any Interest Obligation, in whole or in part, by delivering a Common Share Interest Payment Date: Election Notice to the Debenture Trustee no later than the earlier of: (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to be issued on exercise of the Interest Payment Date to which the Common Share Interest Payment Election shall be issued from treasury of the Corporation and shall be Freely Tradeable and fully paid and non- assessable; (ii) the listing or quotation of such Common Shares on the TSXV or any successor exchange on which the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Interest Payment Date, the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolutionrelates. (cb) In connection with the event that the Corporation exercises a Common Share Interest Payment Election, the Debenture Trustee shall have the power to: (i) accept delivery of the proceeds with respect to such sales of Common Shares by the Corporation, (ii) invest the proceeds of such sales in accordance with the provisions of this Section 10.1 and Section 14.9, (iii) deliver proceeds to Debentureholders sufficient to satisfy the Corporation’s Interest Obligations, and (iv) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. Each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the relevant Interest Payment Date deliver acceptance of, sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation, if any, equal the amount payable pursuant to the Debenture Trustee Interest Obligation on the Common Shares and, if applicable, the cash payable in connection therewithShare Delivery Date. (dc) No fractional Common Shares shall be delivered upon the exercise of a The Common Share Interest Payment Election butNotice shall provide confirmation from the Corporation that all necessary regulatory approvals have been obtained and shall also provide for, in lieu thereofand all bids, if any, shall be subject to, the Corporation shall pay right of the Corporation, by delivering written notice to the Debenture Trustee for at any time prior to the account consummation of the holders the cash equivalent thereof determined on the basis of the Current Market Price such delivery and sale of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Delivery Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including stock dividends and dividends or distributions in kind) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if withdraw the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares as provided in Section 10.1(b)(ii). (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of each related Common Shares to which a holder is entitled is subject to Withholding TaxShare Bid Request, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and whereupon the Corporation shall thereafter attend be obliged to pay in cash the amount payable pursuant to the remittance Interest Obligation in respect of such Withholding Tax pursuant to Section 2.11which the Common Share Interest Payment Election Notice has been delivered.

Common Share Interest Payment Election. 7.1.1 Provided that no Event of Default has occurred and is continuing under this Indenture and that all applicable regulatory approvals have been obtained (aincluding any required approval of any Recognized Stock Exchange) The Corporation mayin respect of any matter relating to this Article 7, at its sole optionthe Company shall have the irrevocable right, elect from time to satisfy its obligation to pay on an Interest Payment Date the interest then payable on account of alltime, but not less than all, of the Debentures by delivering to the holders and the Debenture Trustee not less than 15 days and not more than 30 days prior notice to the Interest Payment Date (the “Common Share Interest Payment Election Notice”) and, on the Interest Payment Date, for each $40 of semi-annual interest amount, by issuing and delivering to holders that number of Freely Tradeable, fully paid and non-assessable Common Shares obtained by dividing each $40 of interest amount by the market price of the Common Shares (as defined by the policies of the TSXV) on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares (the “Common Share Interest Payment Election”). (b) The Corporation’s right to make a Common Share Interest Payment Election shall be conditional upon the following conditions being met on the Business Day immediately preceding the in respect of all or any part of any Interest Obligation by delivering a Common Share Interest Payment Date: Election Notice to the Indenture Trustee and a broker or dealer duly registered under the Applicable Securities Laws (the “Broker-Dealer”) by no later than the earlier of: (i) the date required by Applicable Law or the rules of any Recognized Stock Exchange on which the Common Shares are then listed, or (ii) the day which is not less than 40 days and not more than 60 days prior to be issued on exercise of the Interest Payment Date to which the Common Share Interest Payment Election shall be issued from treasury relates. 7.1.2 Upon receipt of a Common Share Interest Payment Election Notice, the Corporation Broker-Dealer shall, provided that all applicable regulatory approvals have been obtained and shall be Freely Tradeable in accordance with this Article 7 and fully paid and non- assessable; (ii) the listing or quotation of such Common Share Interest Payment Election Notice, (1) deliver Common Share Bid Requests, in a form to be provided by the Company and satisfactory to the Broker-Dealer and its counsel acting reasonably, to the investment banks, brokers or dealers identified by the Company in its absolute discretion or (2) sell Freely Tradable Common Shares in the open market on the TSXV or any successor exchange on which a Recognized Stock Exchange, as specified in the Common Shares are listed for trading; (iii) the Corporation being a reporting issuer or the equivalent in good standing or equivalent under Applicable Securities Legislation in the Provinces of Canada in which the Debentures have been distributed on the date of their issuance; (iv) no Event of Default shall have occurred and be continuing; (v) the receipt by the Debenture Trustee of an Officers’ Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Shares to be delivered for each $40 of interest amount and the Current Market Price of the Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares; and (vi) the receipt by the Debenture Trustee (which shall distribute to any Holder who so requests) of an opinion of counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Interest Obligation, will be validly issued as fully paid and non-assessable, and that conditions (i) and (ii) above have been satisfied. If the foregoing conditions are not satisfied by the close of business on the Business Day preceding the Share Interest Payment Date, Election Notice. In connection with the Corporation shall pay in cash the interest that would otherwise have been satisfied in Common Shares, unless the Debentureholders waive the conditions which are not satisfied or extends the time by which the Corporation is to satisfy such conditions by way of Extraordinary Resolution. (c) In the event that the Corporation exercises a Common Share Interest Payment Election, the Corporation Broker-Dealer shall on have the relevant Interest Payment Date deliver to the Debenture Trustee power to: (i) accept delivery of the Common Shares andfrom the Company and process the Common Shares in accordance with the Common Share Interest Payment Election Notice, if applicable(ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the cash payable Company shall direct in connection therewithits absolute discretion, through the investment banks, brokers or dealers identified by the Company in the Common Share Interest Payment Election Notice, (iii) sell Freely Tradable Common Shares in the open market on a Recognized Stock Exchange, (iv) deliver the proceeds of such sales to the Indenture Trustee to be held and disbursed in accordance with this Article 7 and (v) perform any other action necessarily incidental thereto. (d) No fractional Common Shares shall be delivered upon the exercise 7.1.3 Upon receipt of a Common Share Interest Payment Election but, in lieu thereofNotice from the Company and the proceeds of the sales of Common Shares from the Broker-Dealer, the Corporation Indenture Trustee shall pay to invest such proceeds on the Debenture Trustee for the account written direction of the holders the cash equivalent thereof determined on the basis Company in U.S. Government Obligations which mature at least three Business Days prior to an applicable Interest Payment Date and/or use such proceeds to pay all or part of the Current Market Price of the Common Shares on the date before the public announcement by the Corporation of its intention to satisfy its Interest Obligation in Common Shares. (e) A holder shall be treated as respect of which the shareholder of record of the Common Shares issued on due exercise by the Corporation of its Common Share Interest Payment Election effective immediately after the close of business on the Interest Payment Datewas made, and perform any other action necessarily incidental thereto. 7.1.4 The Indenture Trustee shall not incur any liability or be entitled in any way responsible for the consequences of any loss caused by the investment referred to all substitutions thereforin subsection 7.1.3 and the Company indemnifies and saves harmless the Indenture Trustee and its officers, all income earned thereon or accretions thereto directors, employees and agents from and against any and all dividends liabilities, losses, costs, claims, actions, expenses or distributions demands whatsoever (including stock dividends and dividends or distributions in kindother than loss of profits) thereon and arising thereafter. (f) The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited) solely for the purpose of issue and delivery upon the exercise of a Common Share Interest Payment Election as provided herein, and shall issue to Debentureholders to whom Common Shares will be issued pursuant to the exercise of a Common Share Interest Payment Election, such number of Common Shares as shall be issuable in such event. (g) The Corporation shall comply with all Applicable Securities Legislation regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of a Common Share Interest Payment Election, shall obtain any regulatory approval in respect thereof as which may be required pursuant to Applicable Securities Legislation and shall cause to be listed and posted for trading such Common Shares brought against the Indenture Trustee or which it may suffer or incur as provided a result of performing its obligations set out in Section 10.1(b)(ii)section 7.1.3. (h) If the Corporation elects to satisfy its obligation to pay the interest by issuing Common Shares pursuant to a Common Share Interest Payment Election and the delivery of Common Shares to which a holder is entitled is subject to Withholding Tax, each Debentureholder shall duly satisfy the requirements imposed under Section 2.11 and the Corporation shall thereafter attend to the remittance of such Withholding Tax pursuant to Section 2.11.