Common use of Contractual Right of Rescission Clause in Contracts

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder who acquires the Underlying Securities is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason of the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentation, such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provinces, be entitled to rescission not only of the Special Warrantholder’s deemed exercise of its Special Warrants but also of the private placement transaction pursuant to which the Special Warrants were initially acquired, and shall be entitled in connection with such rescission to a full refund from the Corporation of the subscription amount paid on the acquisition of the Special Warrants. In the event such Special Warrantholder is a permitted assignee of the interest of the original purchaser of the Special Warrants, such permitted assignee shall be entitled to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, or otherwise at law. The foregoing contractual rights of action for rescission shall be subject to the defences described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a holder of a Special Warrantholder Warrant who acquires Unit Shares and Warrants that comprise Underlying Units upon exercise or deemed exercise of the Underlying Securities Special Warrant is or becomes entitled under applicable securities laws in the Designated Provinces Applicable Securities Laws to the remedy of rescission by reason of a misrepresentation in the Preliminary Qualification Prospectus or the Final Qualification Prospectus, or any Supplementary Material, qualifying for distribution in the Qualifying Jurisdictions the Unit Shares and Warrants comprising the Underlying Units to be filed by issued on exercise or deemed exercise of the Corporation in connection herewith or any amendment thereto containing a misrepresentationSpecial Warrants, the Company hereby agrees that such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provincesunder Applicable Securities Laws, be entitled to rescission not only of the Special Warrantholderholder’s exercise or deemed exercise of its Special Warrants but also of the private placement transaction under this Agreement pursuant to which the Special Warrants were initially acquiredacquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid Company on the acquisition of the Special Warrants. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special Warrants, the Company hereby agrees that such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right Company hereby agrees that the foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise Company in respect of the Special Warrants and are issued by the Company pursuant to accepted subscriptions at the Time of Closing, is in addition to any other right or remedy available to a holder of Special Warrants under section 203 Section 131 of the Securities Act (British Columbia) or equivalent provisions of applicable securities laws in the Designated ProvincesApplicable Securities Laws, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of such Applicable Securities Laws. The Company agrees that the Securities Act which is incorporated herein by reference foregoing rights shall be described in the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any other defence or defences available Supplementary Material, and the Company agrees to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, and shall comply with such contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsrescission.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder who acquires the Underlying Securities is or becomes entitled under applicable securities laws in prospectus (the Designated Provinces to the remedy of rescission by reason “Prospectus”) of the Prospectus to be filed by Corporation dated May 24, 2017 qualifying the Corporation in connection herewith distribution of the Initial Debentures, or any amendment thereto containing thereto, contains a misrepresentationmisrepresentation (as defined under Applicable Securities Legislation), such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provinces, be entitled to rescission not only original purchasers of the Special Warrantholder’s deemed exercise Initial Debentures that have exercised the conversion privilege described in Article 10 and converted their Initial Debentures into Shares will have a contractual right of its Special Warrants but also of rescission against the private placement transaction pursuant Corporation entitling them to which receive from the Special Warrants were initially acquiredCorporation, and shall be entitled in connection with such rescission upon surrender to a full refund from the Corporation of the subscription Shares issued upon such conversion, the amount paid on the acquisition for such Initial Debentures, provided that such right of rescission is exercised within 180 days of the Special Warrants. In the event such Special Warrantholder is a permitted assignee date of the interest purchase of the original purchaser of Initial Debentures under the Special Warrants, such permitted assignee shall be entitled to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, or otherwise at lawProspectus. The foregoing contractual rights right of action for rescission shall be subject to the defences described under section 203 of the Securities Act (Ontario), which is incorporated herein by reference reference, mutatis mutandis, and any other defence or defences available to the Corporation under applicable lawsApplicable Securities Legislation. Should a holder of Special Warrants exercise any legal, statutory, contractual or other No action shall be commenced to enforce the foregoing right of withdrawal or rescission that may be available to it, more than 180 days after the Special Warrant Agent date of purchase of the Initial Debentures under the Prospectus. The Trustee shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation Trustee of any Underlying Securities underlying Common Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent Trustee in writing, to cancel the exercise conversion transaction and to cause the cancellation of any such Underlying Securities underlying Common Shares or other securities on the appropriate registersregister, which may have already been issued upon the Special Warrant exerciseconversion. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Shares that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Special Warrant Agent Trustee shall not be under any duty or obligation to take any steps to ensure or enforce that the return of the funds are returned pursuant to this Sectionsection, nor shall the Special Warrant Agent Trustee be in any other way responsible in the event that any payment is not delivered or received pursuant to this Sectionsection. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent Trustee for distribution to the holder, the Special Warrant Agent Trustee shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent Trustee shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In The Corporation has agreed that in the event that a Special Warrantholder holder of a Warrant who acquires Warrant Shares upon exercise of the Underlying Securities Warrants is or becomes entitled under applicable securities laws in the Designated Provinces Securities Laws to the remedy of rescission by reason of the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentationrescission, such holder shallshall be entitled, subject to available defences and any limitation period under applicable securities laws in the Designated ProvincesSecurities Laws, be entitled to rescission not only of the Special Warrantholderholder’s deemed exercise of its Special Warrants but also of the private placement transaction Private Placement pursuant to which the Special Warrants were initially acquired, and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid on the acquisition of the Special Warrants. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special Warrants, such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right foregoing right, which is extended by the Corporation (but specifically not in respect of the Warrants issued by the Agent or Corporation pursuant to accepted subscriptions at the Special Warrant Agent) to the Special WarrantholdersClosing Time, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are is in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the applicable Securities Act or equivalent provisions of applicable securities laws in the Designated ProvincesLaws, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of the such Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsLaws.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder Purchaser who acquires Qualified Securities upon deemed exercise of the Underlying Securities Special Warrants is or becomes entitled under applicable securities laws in the Designated Provinces Securities Laws to the remedy of rescission by reason of a misrepresentation in the Preliminary Prospectus, the Final Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentationSupplementary Material, qualifying the Qualified Securities for distribution in the Qualifying Jurisdictions, the Company hereby agrees that such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provincesunder Securities Laws, be entitled to rescission not only of the Special Warrantholder’s holder's deemed exercise of its Special Warrants Warrants, but also of the private placement transaction under this Agreement pursuant to which the Special Warrants were initially acquiredacquired under the Offering, and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid Company on the acquisition of the Special Warrants. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special Warrants, the Company hereby agrees that such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right Company hereby agrees that the foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise Company in respect of the Special Warrants and are issued by the Company pursuant to accepted subscriptions at the Closing Time on the Closing Date, is in addition to any other right or remedy available to a holder of Special Warrants Warrants, under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, Laws or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of such Securities Laws. The Company agrees that the Securities Act which is incorporated herein by reference foregoing rights shall be described in the Preliminary Prospectus, the Final Prospectus and any other defence or defences available Supplementary Material, and the Company agrees to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, and shall comply with such contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsrescission.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a holder of a Special Warrantholder Warrant who acquires Unit Shares and Warrants that comprise Underlying Units upon exercise or deemed exercise of the Underlying Securities Special Warrant is or becomes entitled under applicable securities laws Applicable Securities Laws in the Designated Provinces Qualifying Jurisdictions to the remedy of rescission by reason of a misrepresentation in the Preliminary Qualification Prospectus or the Final Qualification Prospectus, or any Supplementary Material, qualifying for distribution in the Qualifying Jurisdictions the Unit Shares and Warrants comprising the Underlying Units to be filed by issued on exercise or deemed exercise of the Corporation in connection herewith or any amendment thereto containing a misrepresentationSpecial Warrants, the Company hereby agrees that such holder shall, subject to available defences and any limitation period applicable securities laws under Applicable Securities Laws in the Designated ProvincesQualifying Jurisdictions, be entitled to rescission not only of the Special Warrantholderholder’s exercise or deemed exercise of its Special Warrants but also of the private placement transaction under this Agreement pursuant to which the Special Warrants were initially acquiredacquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid Company on the acquisition of the Special Warrants. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special Warrants, the Company hereby agrees that such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right Company hereby agrees that the foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise Company in respect of the Special Warrants and are issued by the Company pursuant to accepted subscriptions at the Time of Closing, is in addition to any other right or remedy available to a holder of Special Warrants under section 203 Section 131 of the Securities Act (British Columbia) or equivalent provisions of applicable securities laws Applicable Securities Laws in the Designated ProvincesQualifying Jurisdictions, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of such Applicable Securities Laws in the Securities Act which is incorporated herein by reference Qualifying Jurisdictions. The Company agrees that the foregoing rights shall be described in the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any other defence or defences available Supplementary Material, and the Company agrees to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, and shall comply with such contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsrescission.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder Purchaser who acquires Unit Shares or Warrants that comprise Prospectus-Qualified Securities upon deemed exercise of the Underlying Initial Special Warrants or any Additional Securities is or becomes entitled under applicable securities laws in the Designated Provinces Canadian Securities Laws to the remedy of rescission by reason of a misrepresentation in the Preliminary Base Shelf Prospectus, the Final Base Shelf Prospectus, the Qualification Prospectus to be filed by the Corporation in connection herewith Supplement or any amendment thereto containing a misrepresentationSupplementary Material, qualifying for distribution in the Qualifying Jurisdictions the Unit Shares and Warrants comprising the Prospectus- Qualified Securities, the Company hereby agrees that such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provincesunder Canadian Securities Laws, be entitled to rescission not only of the Special Warrantholderholder’s deemed exercise of its Initial Special Warrants or Additional Securities (as applicable), but also of the private placement transaction under this Agreement pursuant to which the Initial Special Warrants or Additional Securities, were initially acquiredacquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid Company on the acquisition of the Initial Special WarrantsWarrants or Additional Securities (as applicable). In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Initial Special WarrantsWarrants or Additional Securities (as applicable), the Company hereby agrees that such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right Company hereby agrees that the foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders Company in respect of the Underlying Securities acquired by such holders upon deemed exercise of the Initial Special Warrants and are Additional Securities issued by the Company pursuant to accepted subscriptions at the Time of Closing on the Closing Date, is in addition to any other right or remedy available to a holder of Initial Special Warrants or Additional Securities (as applicable), under section 203 Section 130 of the Securities Act (Ontario) or equivalent provisions of applicable securities laws in the Designated ProvincesCanadian Securities Laws, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of such Canadian Securities Laws. The Company agrees that the Securities Act which is incorporated herein by reference foregoing rights shall be described in the Prospectus and any other defence or defences available Supplementary Material, and the Company agrees to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, and shall comply with such contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsrescission.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder who acquires the Underlying Securities is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason of the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentation, such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provinces, be entitled to rescission not only of the Special Warrantholder’s deemed exercise of its Special Warrants but also of the private placement transaction :DUUDQWKROGHU¶V GHHPHG tsHb[utHalUsoFofLthVe Hpr ivaRte Ipl aceLmeWntVtr ans6acStioHn FLDO : pursuant to which the Special Warrants were initially acquired, and shall be entitled in connection with such rescission to a full refund from the Corporation of the subscription amount paid on the acquisition of the Special Warrants. In the event such Special Warrantholder is a permitted assignee of the interest of the original purchaser of the Special Warrants, such permitted assignee shall be entitled to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, or otherwise at law. The foregoing contractual rights of action for rescission shall be subject to the defences described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder Purchaser who acquires Unit Shares or Warrants that comprise Prospectus-Qualified Securities upon deemed exercise of the Underlying Initial Special Warrants or any Additional Securities is or becomes entitled under applicable securities laws in the Designated Provinces Canadian Securities Laws to the remedy of rescission by reason of a misrepresentation in the Preliminary Base Shelf Prospectus, the Final Base Shelf Prospectus, the Qualification Prospectus to be filed by the Corporation in connection herewith Supplement or any amendment thereto containing a misrepresentationSupplementary Material, qualifying for distribution in the Qualifying Jurisdictions the Unit Shares and Warrants comprising the Prospectus-Qualified Securities, the Company hereby agrees that such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provincesunder Canadian Securities Laws, be entitled to rescission not only of the Special Warrantholderholder’s deemed exercise of its Initial Special Warrants or Additional Securities (as applicable), but also of the private placement transaction under this Agreement pursuant to which the Initial Special Warrants or Additional Securities, were initially acquiredacquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid Company on the acquisition of the Initial Special WarrantsWarrants or Additional Securities (as applicable). In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Initial Special WarrantsWarrants or Additional Securities (as applicable), the Company hereby agrees that such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right Company hereby agrees that the foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders Company in respect of the Underlying Securities acquired by such holders upon deemed exercise of the Initial Special Warrants and are Additional Securities issued by the Company pursuant to accepted subscriptions at the Time of Closing on the Closing Date, is in addition to any other right or remedy available to a holder of Initial Special Warrants or Additional Securities (as applicable), under section 203 Section 130 of the Securities Act (Ontario) or equivalent provisions of applicable securities laws in the Designated ProvincesCanadian Securities Laws, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of such Canadian Securities Laws. The Company agrees that the Securities Act which is incorporated herein by reference foregoing rights shall be described in the Prospectus and any other defence or defences available Supplementary Material, and the Company agrees to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, and shall comply with such contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsrescission.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In The Corporation has agreed that in the event that a holder of a Special Warrantholder Warrant who acquires Convertible Debentures upon exercise of the Underlying Securities Special Warrants is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason of a misrepresentation in the Prospectus to be or the Prospectus Supplement filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentationamendment, qualifying the distribution of the Convertible Debentures to be issued on exercise of the Special Warrants and the Shares issuable upon conversion of the Convertible Debentures in the Designated Provinces, such holder shallshall be entitled, subject to available defences and any limitation period under applicable securities laws in the Designated Provinceslaws, be entitled to rescission not only of the Special Warrantholderholder’s deemed exercise of its Special Warrants but also of the private placement transaction pursuant to which the Special Warrants Subscription Receipts were initially acquiredacquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid on the acquisition of the Special WarrantsSubscription Receipts. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special WarrantsSubscription Receipts, such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right foregoing right, which is extended by the Corporation (but specifically not in respect of the Subscription Receipts issued by the Agent or Corporation pursuant to accepted subscriptions at the Special Warrant Agent) to the Special WarrantholdersClosing Time, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are is in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinceslaws, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable such securities laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on purchase of the Subscription Receipts have already been released to the Corporation by the Special Warrant Agent, in its capacity as Subscription Receipt Agent, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation Special Warrant Agent of any Underlying Securities Convertible Debentures or underlying Shares that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities Convertible Debentures or underlying Shares on the appropriate registersregister, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Sectionsection, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Sectionsection. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. The Corporation covenants and agrees with Initial holders of Subscription Receipts which will become holders of Warrants upon automatic conversion of the Special Warrant Agent Subscription Receipts pursuant to provide and hereby provides the Subscription Receipt Indenture (the “Initial Subscription Receiptholders”) will have a contractual right of rescission rescission, exercisable against the Company by notice in writing given to each Special Warrantholder as hereinafter set forththe Company in accordance with Section 2.16 following the exercise of the Warrants to acquire Shares for a period up to and including (but not following) the date 180 days after the date of this Indenture, which right shall be exercisable by a Special Warrantholder directly. In if the event that a Special Warrantholder who acquires the Underlying Securities Initial Subscription Receiptholder is or becomes entitled under applicable securities laws in the Designated Provinces Securities Act (British Columbia) to the remedy of rescission by reason of the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentationmisrepresentation as defined under the Securities Act (British Columbia), such holder shall, subject with respect to available defences and any limitation period applicable securities laws in the Designated Provinces, be entitled to rescission not only exercise of the Special Warrantholder’s deemed exercise of its Special Warrants but also of the private placement transaction pursuant to which the Special Warrants were initially acquiredacquire Shares, and shall be entitled in connection with such rescission to a full refund from the Corporation Company of the subscription amount paid on the acquisition of the Special WarrantsWarrant Exercise Price. In the event such Special Warrantholder is a permitted assignee of the interest of the original purchaser of the Special Warrants, such permitted assignee shall be entitled to exercise the rights This contractual right of rescission and refund is granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right extended by the Corporation (Company alone, but specifically not by the Agent directors or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders officers of the Underlying Securities acquired by such holders upon deemed exercise Company, to each Initial Subscription Receiptholders but not to any transferee of the Special Warrants Subscription Receipts of the Initial Subscription Receiptholders, and are is not assignable and may not be held for the benefit of any Person other than such Initial Subscription Receiptholder. This contractual right of rescission is in addition to any other right or remedy available to a holder of Special Warrants the Initial Subscription Receiptholders under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces(British Columbia), or otherwise at law. The foregoing contractual rights of action for rescission shall be Law, and is subject to the defences defences, limitations and other provisions described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable laws(British Columbia). Should a holder of Special Warrants exercise any legal, statutory, This contractual or other right of withdrawal or rescission that may must be available to itexercised within 180 days after the date of this Indenture, the Special Warrant Agent shall not be responsible for ensuring the exercise failing which it is cancelled null and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsvoid.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder who acquires prospectus (the Underlying Securities is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason "Prospectus") of the Prospectus to be filed by Corporation qualifying the Corporation in connection herewith distribution of the Common Shares issuable upon the conversion of the Initial Debentures, or any amendment thereto containing thereto, contains a misrepresentationmisrepresentation (as defined under Applicable Securities Legislation), such holder shall, holders of the Initial Debentures that have exercised the conversion privilege described in Article 6 and converted their Initial Debentures into Common Shares or have been subject to available defences and any limitation period applicable securities laws the automatic conversion described in Section 2.3(9) will have a contractual right of rescission against the Designated Provinces, be entitled to rescission Corporation not only of the Special Warrantholder’s deemed exercise holders’ conversion of its Special Warrants their Initial Debentures but also of the private placement transaction pursuant to which the Special Warrants such Initial Debentures were initially acquired, and shall be entitled in connection with such rescission to a full refund from the Corporation of the subscription amount paid all consideration on the acquisition of the Special WarrantsInitial Debentures. In the event such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special WarrantsDebenture subscriber, such permitted assignee shall be entitled to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchasersubscriber. The provisions of this section are a direct contractual right foregoing right, which is extended by the Corporation (but specifically not in respect of the Initial Debentures issued by the Agent or the Special Warrant Agent) to the Special WarrantholdersCorporation, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are is in addition to any other right or remedy available to a holder of Special Warrants Initial Debentures under section 203 of the Applicable Securities Act or equivalent provisions of applicable securities laws in the Designated ProvincesLegislation, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 such Applicable Securities Legislation. No action shall be commenced to enforce the foregoing right of rescission more than 180 days after the date of purchase of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable lawsInitial Debentures. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent The Trustee shall not be responsible for ensuring the exercise is cancelled and a refund is paid back funds are returned to the holder. In such cases, the holder shall seek a refund return directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation Trustee of any Underlying Securities underlying Common Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent Trustee in writing, to cancel the exercise conversion transaction and to cause the cancellation of any such Underlying Securities underlying Common Shares or other securities on the appropriate registersregister, which may have already been issued upon the Special Warrant exerciseconversion. In the event that any payment is received from the Corporation by virtue of the holder being a holder for such Common Shares that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Special Warrant Agent Trustee shall not be under any duty or obligation to take any steps to ensure or enforce that the return of the funds are returned pursuant to this Sectionsection, nor shall the Special Warrant Agent Trustee be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundssection.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In The Corporation has agreed that in the event that a Special Warrantholder holder of a Warrant who acquires Warrant Shares upon exercise of the Underlying Securities Warrants is or becomes entitled under applicable securities laws in the Designated Provinces Securities Laws to the remedy of rescission by reason of the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentationrescission, such holder shallshall be entitled, subject to available defences and any limitation period under applicable securities laws in the Designated ProvincesSecurities Laws, be entitled to rescission not only of the Special Warrantholderholder’s deemed exercise of its Special Warrants but also of the private placement transaction Initial Public Offering pursuant to which the Special Warrants were initially acquired, and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid on the acquisition of the Special Warrants. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special Warrants, such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right foregoing right, which is extended by the Corporation (but specifically not in respect of the Warrants issued by the Agent or Corporation pursuant to accepted subscriptions at the Special Warrant Agent) to the Special WarrantholdersClosing Time, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are is in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the applicable Securities Act or equivalent provisions of applicable securities laws in the Designated ProvincesLaws, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of the such Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsLaws.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Subscription Receipt Agent to provide and hereby provides a right of rescission to each Special Warrantholder Subscription Receiptholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder Subscription Receiptholder directly. In The Corporation hereby agrees that in the event that a Special Warrantholder holder of a Subscription Receipt who acquires the Underlying Securities upon conversion of the Subscription Receipts is or becomes entitled under applicable securities laws in the Designated Provinces Jurisdictions to the remedy of rescission by reason of a misrepresentation in the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentationthereto, qualifying the distribution of the Underlying Securities to be issued on conversion of the Subscription Receipts in the Designated Jurisdictions, such holder shallshall be entitled, subject to available defences and any limitation period under applicable securities laws in the Designated ProvincesJurisdictions, be entitled to rescission not only of the Special Warrantholder’s deemed exercise holder's conversion of its Special Warrants Subscription Receipts but also of the private placement transaction pursuant to which the Special Warrants Subscription Receipts were initially acquired, and shall be entitled in connection with such rescission to a full refund from the Corporation of all consideration paid to the subscription amount paid Corporation on the acquisition of the Special WarrantsSubscription Receipts. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special Warrantscorresponding Subscription Receipts, such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right foregoing right, which is extended by the Corporation (but specifically not in respect of the Subscription Receipts issued by the Agent or the Special Warrant Agent) to the Special WarrantholdersCorporation, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are is in addition to any other right or remedy available to a holder of Special Warrants Subscription Receipts under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated ProvincesJurisdictions, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under such applicable laws. Should a holder of Special Warrants Subscription Receipts exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Subscription Receipt Agent shall not be responsible for ensuring the exercise conversion is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Subscription Receipt Agent in writing, to cancel the exercise conversion transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exerciseSubscription Receipt conversion. The Special Warrant Subscription Receipt Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Subscription Receipt Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Subscription Receipt Agent for distribution to the holder, the Special Warrant Subscription Receipt Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Subscription Receipt Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a holder of a Special Warrantholder Warrant who acquires Unit Shares and Warrants that comprise Underlying Units upon exercise or deemed exercise of the Underlying Securities Special Warrant is or becomes entitled under applicable securities laws in the Designated Provinces Applicable Securities Laws to the remedy of rescission by reason of a misrepresentation in the Preliminary Qualification Prospectus or the Final Qualification Prospectus, or any Supplementary Material, qualifying for distribution in the Qualifying Jurisdictions the Unit Shares and Warrants comprising the Underlying Units to be filed by issued on exercise or deemed exercise of the Corporation in connection herewith or any amendment thereto containing a misrepresentationSpecial Warrants, the Company hereby agrees that such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provincesunder Applicable Securities Laws, be entitled to rescission not only of the Special Warrantholder’s holder's exercise or deemed exercise of its Special Warrants but also of the private placement transaction under this Agreement pursuant to which the Special Warrants were initially acquiredacquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid Company on the acquisition of the Special Warrants. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special Warrants, the Company hereby agrees that such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right Company hereby agrees that the foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise Company in respect of the Special Warrants and are issued by the Company pursuant to accepted subscriptions at the Time of Closing, is in addition to any other right or remedy available to a holder of Special Warrants under section 203 Section 131 of the Securities Act (British Columbia) or equivalent provisions of applicable securities laws in the Designated ProvincesApplicable Securities Laws, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of such Applicable Securities Laws. The Company agrees that the Securities Act which is incorporated herein by reference foregoing rights shall be described in the Preliminary Qualification Prospectus, the Final Qualification Prospectus and any other defence or defences available Supplementary Material, and the Company agrees to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, and shall comply with such contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsrescission.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder who acquires the Underlying Securities is or becomes entitled under applicable securities laws in prospectus (the Designated Provinces to the remedy of rescission by reason “Prospectus”) of the Prospectus to be filed by Corporation dated June 14, 2018 qualifying the Corporation in connection herewith distribution of certain of the Debentures, or any amendment thereto containing thereto, contains a misrepresentationmisrepresentation (as defined under Applicable Securities Legislation), such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provinces, be entitled to rescission not only original purchasers of the Special Warrantholder’s deemed exercise of its Special Warrants but also of Debentures qualified under the Prospectus (but, for greater certainty, not on a private placement transaction pursuant basis) that have exercised the conversion privilege described in Article 4 and converted their Debentures into Shares will have a contractual right of rescission against the Corporation entitling them to which receive from the Special Warrants were initially acquiredCorporation, and shall be entitled in connection with such rescission upon surrender to a full refund from the Corporation of the subscription Shares issued upon such conversion, the amount paid on the acquisition for such Debentures, provided that such right of rescission is exercised within 180 days of the Special Warrants. In the event such Special Warrantholder is a permitted assignee date of the interest purchase of the original purchaser Debentures under the Prospectus. The foregoing contractual right of rescission shall be consistent with the statutory right of rescission described under Section 203 of the Special WarrantsSecurities Act (Alberta), such permitted assignee shall be entitled to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are is in addition to any other right or remedy available to a holder original purchasers of Special Warrants the Debentures under section Section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, (Alberta) or otherwise at law. The foregoing contractual rights of No action for rescission shall be subject commenced to enforce the defences described under section 203 foregoing right of rescission more than 180 days after the date of purchase of the Securities Act which is incorporated herein by reference and any other defence or defences available to Debentures under the Corporation under applicable lawsProspectus. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent The Trustee shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation Trustee of any Underlying Securities underlying Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent Trustee in writing, to cancel the exercise conversion transaction and to cause the cancellation of any such Underlying Securities underlying Shares or other securities on the appropriate registersregister, which may have already been issued upon the Special Warrant exerciseconversion. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Shares that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Special Warrant Agent Trustee shall not be under any duty or obligation to take any steps to ensure or enforce that the return of the funds are returned pursuant to this Sectionsection, nor shall the Special Warrant Agent Trustee be in any other way responsible in the event that any payment is not delivered or received pursuant to this Sectionsection. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent Trustee for distribution to the holder, the Special Warrant Agent Trustee shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent Trustee shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In The Corporation has agreed that in the event that a holder of a Special Warrantholder Warrant who acquires Convertible Debentures upon deemed exercise of the Underlying Securities Special Warrants is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason of a misrepresentation in the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentationamendment, qualifying the distribution of the Convertible Debentures to be issued on the deemed exercise of the Special Warrants in the Designated Provinces, such holder shallshall be entitled, subject to available defences and any limitation period under applicable securities laws in the Designated Provinceslaws, be entitled to rescission not only of the Special Warrantholderholder’s deemed exercise of its Special Warrants but also of the private placement transaction pursuant to which the Special Warrants were initially acquiredacquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid on the acquisition of the Special Warrants. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special Warrants, such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise in respect of the Special Warrants and are issued by the Corporation pursuant to accepted subscriptions at the Closing Time, is in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinceslaws, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable such securities laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Subscription Receipt Agent to provide and hereby provides a right of rescission to each Special Warrantholder Subscription Receiptholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder Subscription Receiptholder directly. In The Corporation hereby agrees that, in the event that a Special Warrantholder Subscription Receiptholder who acquires Common Shares upon the Underlying Securities conversion of the Subscription Receipts is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason of a misrepresentation in the Final Qualification Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentationqualifying the distribution of the Subscription Receipts and the Common Shares to be issued on the conversion of the Subscription Receipts in the Designated Provinces, such holder shallSubscription Receiptholder shall be entitled, subject to available defences and any limitation period under applicable securities laws in the Designated Provinces, be entitled to rescission not only of the Special WarrantholderSubscription Receiptholder’s deemed exercise conversion of its Special Warrants Subscription Receipts but also of the private placement transaction Offering pursuant to which the Special Warrants Subscription Receipts were initially acquired, and shall be entitled in connection with such rescission to a full refund from the Corporation of all consideration paid to the subscription amount paid Corporation on the acquisition of the Special WarrantsSubscription Receipts. In the event that such Special Warrantholder Subscription Receiptholder is a permitted assignee of the interest of the original purchaser of the Special Warrantscorresponding Subscription Receipts, as applicable, such permitted assignee shall be entitled permitted to exercise the rights of rescission and to receive the refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right foregoing right, which is extended by the Corporation (but specifically not in respect of the Subscription Receipts issued by the Agent or the Special Warrant Agent) to the Special WarrantholdersCorporation, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are is in addition to any other right or remedy available to a holder of Special Warrants Subscription Receiptholder under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under such applicable laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. ‌ The Corporation Company covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directlydirectly or by any permitted assignee or transferee of an original Special Warrantholder. In The Company hereby agrees that in the event that a holder of Special Warrantholder Warrants who acquires Units pursuant to the Underlying Securities exercise of Special Warrants is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason of the Prospectus to be filed by the Corporation in connection herewith or any amendment amendments thereto containing a misrepresentation, such holder shall, subject to available defences and any limitation period under applicable securities laws in the Designated Provinceslaws, be entitled to rescission not only of the Special Warrantholderholder’s exercise or deemed exercise of its Special Warrants but also of the private placement Brokered Private Placement or Concurrent Offering transaction pursuant to which the Special Warrants were initially acquired, and shall be entitled in connection with such rescission to a full refund from the Corporation of the subscription amount aggregate Purchase Price paid on the acquisition of the Special Warrants. In the event such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser holder of the Special Warrants, such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, or otherwise at law. The foregoing contractual rights of action for rescission shall be subject to the defences described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable lawsholder. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the The holder (or its permitted assignee) shall seek a refund directly from the Corporation Company and subsequently, the CorporationCompany, upon surrender to the Corporation Company or the transfer agent for the Corporation Company of any Underlying Securities Unit Shares and Unit Warrants, that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities Unit Shares and Unit Warrants, on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The exercise and the Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the return of the funds are returned pursuant to this SectionSection 5.9, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicableSection 5.9, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds. The provisions of this Section 5.9 are a direct contractual right extended by the Company to holders of Special Warrants and permitted assignees of such holders and are in addition to any other right or remedy available to a holder of a purchased security under section 131(1) of the Securities Act (British Columbia) or equivalent provisions of applicable securities laws, or otherwise at law. The foregoing contractual rights of action for rescission shall be subject to the defences described under section 131(1) of the Securities Act (British Columbia) which is incorporated herein by reference and any other defence or defences available to the Company under Applicable Legislation.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In The Corporation has agreed that in the event that a holder of a Special Warrantholder Warrant who acquires the Underlying Securities upon deemed exercise of the Special Warrants is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason of a misrepresentation in the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentationamendment, such holder shall, subject qualifying the distribution of the Underlying Securities to available defences and any limitation period applicable securities laws be issued on the deemed exercise of the Special Warrants in the Designated Provinces, such holder shall be entitled entitled, subject to available defenses and any limitation period under applicable securities laws, to rescission not only of the Special Warrantholderholder’s deemed exercise of its Special Warrants but also of the private placement transaction pursuant to which the Special Warrants were initially acquiredacquired (i.e. the Offering), and shall be entitled in connection with such rescission to a full refund from of all consideration paid to the Corporation of the subscription amount paid on the acquisition of the Special Warrants. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special Warrants, such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise in respect of the Special Warrants and are issued by the Corporation pursuant to accepted subscriptions at the Closing Time, is in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinceslaws, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences defenses and limitations described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under applicable such securities laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. The Corporation Company covenants and agrees with the Special Warrant Subscription Receipt Agent to provide and hereby provides a right of rescission to each Special Warrantholder Subscription Receiptholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder Subscription Receiptholder directly. In The Company hereby agrees that in the event that a Special Warrantholder holder of Subscription Receipts who acquires Unit Shares and Warrants pursuant to the Underlying Securities exercise of Subscription Receipts is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason of the Final Prospectus to be filed by the Corporation in connection herewith or Company and any amendment thereto containing a misrepresentation, such holder shall, subject to available defences and any limitation period under applicable securities laws in the Designated Provinceslaws, be entitled to rescission not only of the Special Warrantholderholder’s deemed exercise of its Special Warrants Subscription Receipts but also of the private placement transaction pursuant to which the Special Warrants Subscription Receipts were initially acquired, and shall be entitled in connection with such rescission to a full refund from the Corporation Company of the subscription amount aggregate purchase price paid on the acquisition of the Special WarrantsSubscription Receipts. In the event such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser holder of the Special Warrants, such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaserholder. The provisions of this section Section 6.5 are a direct contractual right extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) Company to the Special Warrantholders, holders of Subscription Receipts and permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise of the Special Warrants and are in addition to any other right or remedy available to a holder of Special Warrants a purchased security under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated ProvincesJurisdictions, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under such applicable laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder Purchaser who acquires Qualified Securities upon deemed conversion of the Underlying Securities Subscription Receipts is or becomes entitled under applicable securities laws in the Designated Provinces Securities Laws to the remedy of rescission by reason of a misrepresentation in the Prospectus to be filed by Prospectus, qualifying the Corporation Qualified Securities for distribution in connection herewith or any amendment thereto containing a misrepresentationthe Qualifying Jurisdictions, the Companies hereby agree that such holder shallwill, subject to available defences and any limitation period applicable securities laws in the Designated Provincesunder Securities Laws, be entitled to rescission not only of the Special Warrantholder’s holder's deemed exercise of its Special Warrants Subscription Receipts, but also of the private placement transaction under this Agreement pursuant to which the Special Warrants Subscription Receipts were initially acquiredacquired under the Offering, and shall will be entitled in connection with such rescission to a full refund from the Corporation of the subscription amount all consideration paid to 124 BC on the acquisition of the Special WarrantsSubscription Receipts. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special WarrantsSubscription Receipts, the Companies hereby agree that such permitted assignee shall will be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser instead of the original purchaser. The provisions of this section are a direct contractual right Companies hereby agree that the foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders 124 BC in respect of the Underlying Securities acquired Subscription Receipts issued by such holders upon deemed exercise of 124 BC pursuant to accepted subscriptions at the Special Warrants and are Closing Time on the Closing Date, is in addition to any other right or remedy available to a holder of Special Warrants Subscription Receipts, under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, Laws or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of such Securities Laws. The Companies agree that the Securities Act which is incorporated herein by reference foregoing rights will be described in the Prospectus, and any other defence or defences available the Companies agree to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, and will comply with such contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsrescission.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In the event that a Special Warrantholder Purchaser who acquires Qualified Securities upon deemed exercise of the Underlying Securities Special Warrants is or becomes entitled under applicable securities laws in the Designated Provinces Securities Laws to the remedy of rescission by reason of a misrepresentation in the Prospectus to be filed by Prospectus, qualifying the Corporation Qualified Securities for distribution in connection herewith or any amendment thereto containing a misrepresentationthe Qualifying Jurisdictions, the Companies hereby agree that such holder shallwill, subject to available defences and any limitation period applicable securities laws in the Designated Provincesunder Securities Laws, be entitled to rescission not only of the Special Warrantholder’s holder's deemed exercise of its Special Warrants Warrants, but also of the private placement transaction under this Agreement pursuant to which the Special Warrants were initially acquiredacquired under the Offering, and shall will be entitled in connection with such rescission to a full refund from the Corporation of the subscription amount all consideration paid to 127 BC on the acquisition of the Special Warrants. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the Special Warrants, the Companies hereby agree that such permitted assignee shall will be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser instead of the original purchaser. The provisions of this section are a direct contractual right Companies hereby agree that the foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise 127 BC in respect of the Special Warrants and are issued by 127 BC pursuant to accepted subscriptions at the Closing Time on the Closing Date, is in addition to any other right or remedy available to a holder of Special Warrants Warrants, under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, Laws or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of such Securities Laws. The Companies agree that the Securities Act which is incorporated herein by reference foregoing rights will be described in the Prospectus, and any other defence or defences available the Companies agree to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, and will comply with such contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsrescission.

Contractual Right of Rescission. The Corporation covenants and agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In The Corporation hereby agrees that in the event that a holder of a Special Warrantholder Warrant who acquires the Underlying Securities upon deemed exercise of the Special Warrants is or becomes entitled under applicable securities laws in the Designated Provinces to the remedy of rescission by reason of a misrepresentation in the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentationthereto, qualifying the distribution of the Underlying Securities to be issued on deemed exercise of the Special Warrants in the Designated Provinces, such holder shallshall be entitled, subject to available defences and any limitation period under applicable securities laws in the Designated Provinces, be entitled to rescission not only of the Special Warrantholderholder’s deemed exercise of its Special Warrants but also of the private placement transaction pursuant to which the Special Warrants were initially acquired, and shall be entitled in connection with such rescission to a full refund from the Corporation of all consideration paid to the subscription amount paid Corporation on the acquisition of the Special Warrants. In the event that such Special Warrantholder holder is a permitted assignee of the interest of the original purchaser of the corresponding Special Warrants, Warrants such permitted assignee shall be entitled permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The provisions of this section are a direct contractual right foregoing right, which is extended by the Corporation (but specifically not by the Agent or the Special Warrant Agent) to the Special Warrantholders, permitted assignees of such holders and holders of the Underlying Securities acquired by such holders upon deemed exercise in respect of the Special Warrants and are issued by the Corporation, is in addition to any other right or remedy available to a holder of Special Warrants under section 203 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, or otherwise at law. The foregoing contractual rights of action for rescission shall be , and is subject to the defences and limitations described under section 203 of the Securities Act which is incorporated herein by reference and any other defence or defences available to the Corporation under such applicable laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

Contractual Right of Rescission. The Corporation covenants and Company agrees with the Special Warrant Agent to provide and hereby provides a right of rescission to each Special Warrantholder as hereinafter set forth, which right shall be exercisable by a Special Warrantholder directly. In that in the event that a holder of a Special Warrantholder Warrant who acquires Common Shares and Warrants upon the Underlying Securities exercise of such Special Warrant as provided for in the Prospectus is or becomes entitled under applicable securities laws in the Designated Provinces Securities Laws to the remedy of rescission by reason of the Prospectus to be filed by the Corporation in connection herewith or any amendment thereto containing a misrepresentation, such holder shall, subject to available defences and any limitation period applicable securities laws in the Designated Provinces, shall be entitled to rescission not only of the Special Warrantholderholder’s deemed exercise of its Special Warrants Warrants, but also of the private placement transaction pursuant to which the Special Warrants were initially acquired, Offering and shall be entitled in connection with such rescission to a full refund from the Corporation Company of the subscription amount of the purchase price paid on the acquisition in respect of the Special WarrantsWarrants to the Company. In the event such Special Warrantholder holder is a permitted or lawful assignee of the interest of the original purchaser of the Special WarrantsWarrant subscriber, such permitted assignee shall be entitled to exercise the such rights of rescission and refund granted hereunder as if such permitted assignee was were such original purchasersubscriber. The provisions of this section are a direct contractual right extended by the Corporation Company (but specifically not by any directors, officers or other agent of the Agent or the Special Warrant AgentCompany) to the holders of Special WarrantholdersWarrants, permitted assignees of such holders and holders of the Underlying Securities Common Shares and Warrants acquired by such holders upon deemed on exercise of the Special Warrants and are in addition to any other right or remedy available to a holder of Special Warrants under section 203 130 of the Securities Act or equivalent provisions of applicable securities laws in the Designated Provinces, (Ontario) or otherwise at law. The foregoing contractual rights of action for rescission shall be subject to the defences defence described under section 203 130(2) of the Securities Act (Ontario) which is incorporated herein by reference reference, mutatis mutandis. No action shall be commenced to enforce the foregoing rights of action for rescission more than 180 days after payment is made for the Special Warrants. The Company hereby accepts the subscription for Special Warrants as set forth on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this day of , 2007. STERLING MINING COMPANY Per: Authorized Signing Officer SCHEDULE “A” SPECIAL WARRANTS TERM SHEET ISSUER: Sterling Mining Company (the “Company”) ISSUE: Up to 6,200,000 special warrants (the “Special Warrants”), each being convertible upon the Release Date into one common share (a “Share”) and one half of one warrant (each whole warrant being a “Warrant”), each Warrant entitling the holder to purchase one Share for an exercise price of US$4.10 for 24 months following the closing of the sale of the Special Warrants (the “Closing”). AMOUNT: Up to US$20,150,000 ISSUE PRICE: US$3.25 per Special Warrant OVER-ALLOTMENT OPTION: The Agents will have an option to purchase up to an additional 1,550,000 Special Warrants at the Offering Price, exercisable in whole or in part at any other defence or defences available time prior to the Corporation under applicable laws. Should a holder of Special Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available 48 hour period immediately prior to it, the Special Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the transfer agent for the Corporation of any Underlying Securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Special Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such Underlying Securities on the appropriate registers, which may have already been issued upon the Special Warrant exercise. The Special Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section, nor shall the Special Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Special Warrant Agent for distribution to the holder, the Special Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Special Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such fundsClosing.