Common use of Exercise of Special Warrants Clause in Contracts

Exercise of Special Warrants. Upon and subject to the provisions of this Article 5, any holder of a Special Warrant may exercise the right thereby conferred on him to subscribe for Common Shares for no additional consideration by surrendering to the Trustee after the issuance of the Special Warrants to such holder and until the Expiry Time at its principal office in the city of Vancouver, the Special Warrant Certificate evidencing the Special Warrants, with the exercise form attached to the Special Warrant Certificate duly completed and executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Trustee. The Trustee may act and rely on the address form for determining residency of the subscribing holder. Unless the Company has instructed the Trustee in writing to waive any or all of the following requirements, the Special Warrants may not be exercised by or for the account or benefit of a U.S. Person or a person in the United States unless the holder certifies in writing to the Company and the Trustee that the holder is: (i) an original subscriber of Special Warrants who has re-confirmed in writing to the Company and the Trustee each of the representations and warranties made by the holder in connection with such holder's subscription for Special Warrants; or (ii) a registered transferee of such Special Warrants who has complied with Subsection 2.3(d) hereof provided that the Company may, in its sole discretion, accept, in substitution for the foregoing, evidence satisfactory to the Company and the Trustee, acting reasonably, to the effect that the Common Shares have been registered under the U.S. Securities Act and applicable state securities laws or that the Common Shares may be issued upon exercise of the Special Warrants without registration under the U.S. Securities Act and any applicable state securities laws. The foregoing requirements shall not apply to any deemed exercise by the Trustee of Special Warrants pursuant to the terms hereof as long as the holder is an original subscriber or a registered transferee of such Special Warrants. The exercise form attached to the Special Warrant Certificate shall be signed as set out above and shall specify: (a) the number of Common Shares which the Special Warrantholder wishes to subscribe for upon the exercise of the Special Warrants (being not greater than the aggregate number of the Common Shares which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so surrendered); and (b) the person or persons in whose name or names the Common Shares are to be registered, the address or addresses and the social insurance number or numbers of such person or persons and the number of Common Shares to be issued to each such person if more than one is so specified, provided that the Special Warrantholder shall only be entitled to direct his entitlement to the Common Shares in a manner permitted by applicable securities legislation, and provided further that no certificates for Common Shares shall be registered at or delivered to an address in the United States unless the person in whose name the certificates are registered has complied with the requirements of Subsection 2.3(d) hereof and the Special Warrants will only be deemed to be surrendered when actually received by the Trustee.

Exercise of Special Warrants. Upon and subject to the provisions of this Article 5, any holder of a Special Warrant may exercise the right thereby conferred on him to subscribe for Common Shares for no additional consideration by surrendering to the Trustee after the issuance of the Special Warrants to such holder and after the Qualification Date until the Expiry Time at its principal office in the city of Vancouver, the Special Warrant Certificate evidencing the Special Warrants, with the exercise form attached to the Special Warrant Certificate (or another exercise form made available by the Company) duly completed and executed by the holder or his executors or administrators or other legal representatives or his or their attorney (which may be the Company) duly appointed by an instrument in writing in form and manner satisfactory to the Trustee. The Trustee may act and rely on the address form for determining residency of the subscribing holder. Unless the Company has instructed the Trustee in writing to waive any or all of the following requirements, the Special Warrants may not be exercised by or for the account or benefit of a U.S. Person or a person in the United States unless the holder certifies in writing to the Company and the Trustee that the holder is: (i) an original subscriber of Special Warrants who has re-confirmed in writing to the Company and the Trustee each of the representations and warranties made by the holder in connection with such holder's subscription for Special Warrants; or (ii) a registered transferee of such Special Warrants who has complied with Subsection 2.3(d) hereof provided that the Company may, in its sole discretion, accept, in substitution for the foregoing, evidence satisfactory to the Company and the Trustee, acting reasonably, to the effect that the Common Shares have been registered under the U.S. Securities Act and applicable state securities laws or that the Common Shares may be issued upon exercise of the Special Warrants without registration under the U.S. Securities Act and any applicable state securities laws. The foregoing requirements shall not apply to any deemed exercise by the Trustee of Special Warrants pursuant to the terms hereof as long as the holder is an original subscriber or a registered transferee of such Special Warrants. The exercise form attached to the Special Warrant Certificate shall be signed as set out above and shall specify: (a) the number of Common Shares which the Special Warrantholder wishes to subscribe for upon the exercise of the Special Warrants (being not greater than the aggregate number of the Common Shares which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so surrendered); and (b) the person or persons in whose name or names the Common Shares are to be registered, the address or addresses and the social insurance number or numbers of such person or persons and the number of Common Shares to be issued to each such person if more than one is so specified, provided that the Special Warrantholder shall only be entitled to direct his entitlement to the Common Shares in a manner permitted by applicable securities legislation, and provided further that no certificates for Common Shares shall be registered at or delivered to an address in the United States unless the person in whose name the certificates are registered has complied with the requirements of Subsection 2.3(d) hereof and the Special Warrants will only be deemed to be surrendered when actually received by the Trustee.

Exercise of Special Warrants. (a) Upon and subject to the provisions and conditions of this Article 5Article, any the holder of a Special Warrant may may, at its option, at any time and from time to time during the Series A Exercise Period or the Series B Exercise Period, as applicable, exercise the right thereby conferred on him to subscribe acquire one Debenture for Common Shares for no additional each Special Warrant held without payment of any consideration by surrendering in addition to the Trustee after the issuance of the Special Warrants to such holder and until the Expiry Time at its principal office in the city of Vancouver, consideration paid for the Special Warrant Certificate evidencing the Special Warrants, with by completing the exercise form attached to the Special Warrant Certificate duly completed and executed delivering it and the Special Warrant Certificate to the Trustee at the Special Warrant Agency or at any other place or places that may be designated by the Corporation with the approval of the Trustee. (b) Any Special Warrant not exercised pursuant to section 3.2(a) prior to the Expiry Time will be exercised by the Trustee on behalf of the holder thereof and deemed 144554\0512890.WP to be surrendered (without any further action on the part of the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory the Corporation) immediately prior to the Trustee. The Trustee may act and rely on the address form for determining residency of the subscribing holder. Unless the Company has instructed the Trustee in writing Expiry Time as applicable. (c) Any exercise by a Warrantholder pursuant to waive section 3.2(a), or any or all of the following requirements, the Special Warrants may not be exercised by or for the account or benefit of a U.S. Person or a person in the United States unless the holder certifies in writing to the Company and the Trustee that the holder is: (i) an original subscriber of Special Warrants who has re-confirmed in writing to the Company and the Trustee each of the representations and warranties made by the holder in connection with such holder's subscription for Special Warrants; or (ii) a registered transferee of such Special Warrants who has complied with Subsection 2.3(d) hereof provided that the Company may, in its sole discretion, accept, in substitution for the foregoing, evidence satisfactory to the Company and the Trustee, acting reasonably, to the effect that the Common Shares have been registered under the U.S. Securities Act and applicable state securities laws or that the Common Shares may be issued upon exercise of the Special Warrants without registration under the U.S. Securities Act and any applicable state securities laws. The foregoing requirements shall not apply to any deemed exercise by the Trustee on behalf of a holder of Special Warrants pursuant to the terms hereof as long as section 3.2(b) hereof, shall be subject to the holder is an original subscriber providing such assurances and executing such documents as may, in the reasonable opinion of the Corporation or the Trustee, be required to ensure compliance with applicable Securities Laws. (d) Upon the exercise by a registered transferee Warrantholder or exercise by the Trustee on behalf of a Warrantholder of any Special Warrants pursuant to this section 3.2, the Debentures thereby issuable shall be deemed to have been issued and the Warrant Certificates cancelled and the person or persons to whom such securities are to be issued shall be deemed to have become the holder of record of such Special Warrants. The exercise form attached Debentures on the Exercise Date unless the registers of the Corporation shall be closed on such date, in which case the Debentures shall be deemed to have been issued, and such person or persons deemed to have become the holder or holders of record of such Debentures on the date on which such registers are reopened. (e) As promptly as possible and in any event within five Business Days after the Exercise Date of any Special Warrant Certificate as aforesaid, the Corporation shall cause to be signed as set out above and shall specify: (a) the number of Common Shares which the Special Warrantholder wishes delivered to subscribe for upon the exercise of the Special Warrants (being not greater than the aggregate number of the Common Shares which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so surrendered); and (b) the person or persons in whose name or names the Common Shares are Debentures have been issued at the address specified in the exercise form attached to the Warrant Certificate or, if so specified therein, cause to be registered, the address or addresses and the social insurance number or numbers of delivered to such person or persons and the number of Common Shares to be issued to each such person if more than one is so specified, provided that at the Special Warrantholder shall only be entitled to direct his entitlement Warrant Agency, certificates representing the appropriate amount of Debentures so issued and shall, if applicable, deliver to the Common Shares in Warrantholder a manner permitted by applicable securities legislation, and provided further that no certificates for Common Shares shall be registered at Warrant Certificate or delivered to an address in Warrant Certificates representing the United States unless the person in whose name the certificates are registered has complied with the requirements balance of Subsection 2.3(d) hereof and the Special Warrants will only be deemed to be surrendered when actually received by the Trusteeremaining after such exercise.

Exercise of Special Warrants. Upon and subject to the provisions of this Article 5, any holder of a Special Warrant may exercise the right thereby conferred on him to subscribe for Common Shares for no additional consideration by surrendering to the Trustee after the issuance of the Special Warrants to such holder date hereof and until the Expiry Time at its principal office in the city of Vancouver, the Special Warrant Certificate evidencing the Special Warrants, with the exercise form attached to the Special Warrant Certificate duly completed and executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Trustee. The Trustee may act and rely on the address form for determining residency of the subscribing holder. Unless the Company Corporation has instructed the Trustee in writing to waive any or all of the following requirements, the Special Warrants may not be exercised by or for the account of or benefit of a U.S. Person or a person in the United States unless the holder certifies in writing to the Company Corporation and the Trustee that the holder is: (i) Global Gold or Xxxxxxxx as an original subscriber of Special Warrants who has re-confirmed in writing to the Company and the Trustee each of the representations and warranties made by the holder in connection with such holder's subscription for Special Warrants; or (ii) a registered transferee of such Special Warrants who has complied with Subsection Section 2.3(d) hereof provided that the Company Corporation may, in its sole discretion, accept, in substitution for the foregoing, evidence satisfactory to the Company Corporation and the Trustee, acting reasonably, to the effect that the Common Shares have been registered under the U.S. Securities Act and applicable state securities laws or that the Common Shares may be issued upon exercise of the Special Warrants without registration under the U.S. Securities Act and any applicable state securities laws. The foregoing requirements shall not apply to any deemed exercise by the Trustee of Special Warrants pursuant to the terms hereof as long as the holder is an original subscriber or a registered transferee of such Special Warrants. The exercise form attached to the Special Warrant Certificate shall be signed as set out above and shall specify: (a) the number of Common Shares which the Special Warrantholder wishes to subscribe for upon the exercise of the Special Warrants (being not greater than the aggregate number of the Common Shares which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so surrendered); and (b) the person or persons in whose name or names the Common Shares are to be registered, the address or addresses and the social insurance number or numbers of such person or persons and the number of Common Shares to be issued to each such person if more than one is so specified, provided that the Special Warrantholder shall only be entitled to direct his entitlement to the Common Shares in a manner permitted by applicable securities legislation, and provided further that no certificates for Common Shares shall be registered at or delivered to an address in the United States unless the person in whose name the certificates are registered has complied with the requirements of Subsection 2.3(d) hereof and the hereof. Any Special Warrants will only not exercised before the Expiry Date shall be deemed to be surrendered when actually received exercised by the TrusteeTrustee as of 4:29 p.m. (Vancouver time) on the Expiry Date and shall expire as of the Expiry Time. If any of the Common Shares in respect of which the Special Warrants are exercised are to be issued to a person or persons other than the Special Warrantholder in accordance with the provisions of Section 2.3 hereof, the Special Warrantholder shall pay to the Trustee all requisite stamp or security transfer taxes or other governmental charges exigible in connection with the issue of such Common Shares to such other person or persons or shall establish to the satisfaction of the Trustee that such taxes and charges have been paid. If at the time of the exercise of the Special Warrants, there remain trading restrictions on the Common Shares acquired, due to applicable securities legislation in the Canadian Jurisdictions, the Corporation may, on the advice of counsel, endorse the certificates evidencing such Common Shares accordingly until such time as the Corporation determines that such endorsement is no longer necessary to avoid a violation of such laws by the Corporation and so advises the Trustee in writing or the holder of any such endorsed certificate, at the holder's expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such endorsement is not required, whereupon such endorsed certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such endorsement. In the case only of any trading restriction under applicable securities legislation in the Canadian Jurisdictions that would cease to apply as of the Expiry Date (provided that the Corporation and the transferor then meet all other necessary criteria), the Corporation will, provided that the Corporation then meets such criteria, advise the Trustee as of the Expiry Date that any endorsement pertaining to such restriction may be removed at the request of the holder. After delivery of the certificates representing the Common Shares, in the event of non- receipt of any such certificates by the person to whom it is so sent as aforesaid, or the loss or destruction thereof, the Corporation shall issue and the Trustee shall countersign and deliver to such person a replacement certificate of like date and tenor in place of the one lost or destroyed upon being furnished with such evidence of ownership and non-receipt, loss or destruction and with such indemnity or security as the Trustee may reasonably require. The Special Warrantholder shall bear the cost of the issue of such replacement certificates.

Exercise of Special Warrants. Upon and subject to the provisions of this Article 5, any holder of a Special Warrant may exercise the right thereby conferred on him to subscribe for Common Shares and Warrants for no additional consideration by surrendering to the Trustee after the issuance of the Special Warrants to such holder and until the Expiry Time at its principal office in the city City of Vancouver, the Special Warrant Certificate evidencing the Special Warrants, with the exercise form attached to the Special Warrant Certificate duly completed and executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Trustee. The Trustee may act and rely on the address form for determining residency of the subscribing holder. Unless the Company has instructed the Trustee in writing to waive any or all of the following requirements, the Special Warrants may not be exercised by or for the account or benefit of a U.S. Person or a person in the United States unless the holder certifies in writing to the Company and the Trustee that the holder is: (i) an original subscriber of Special Warrants who has re-confirmed in writing to the Company and the Trustee each of the representations and warranties made by the holder in connection with such holder's ’s subscription for Special Warrants; or (ii) a registered transferee of such Special Warrants who has complied with Subsection 2.3(d) hereof provided that the Company may, in its sole discretion, accept, in substitution for the foregoing, evidence satisfactory to the Company and the Trustee, acting reasonably, to the effect that the Common Shares Underlying Securities have been registered under the U.S. Securities Act and applicable state securities laws or that the Common Shares Underlying Securities may be issued upon exercise of the Special Warrants without registration under the U.S. Securities Act and any applicable state securities laws. The foregoing requirements shall not apply to any deemed exercise by the Trustee of Special Warrants pursuant to the terms hereof as long as the holder is an original subscriber or a registered transferee of such Special Warrants. The exercise form attached to the Special Warrant Certificate shall be signed as set out above and shall specify: (a) the number of Common Shares Underlying Securities which the Special Warrantholder wishes to subscribe for upon the exercise of the Special Warrants (being not greater than the aggregate number of the Common Shares Underlying Securities which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so surrendered); and (b) the person or persons in whose name or names the Common Shares Underlying Securities are to be registered, the address or addresses and the social insurance number or numbers of such person or persons and the number of Common Shares Underlying Securities to be issued to each such person if more than one is so specified, provided that the Special Warrantholder shall only be entitled to direct his entitlement to the Common Shares Underlying Securities in a manner permitted by applicable securities legislation, and provided further that no certificates for Common Shares Underlying Securities shall be registered at or delivered to an address in the United States unless the person in whose name the certificates are registered has complied with the requirements of Subsection 2.3(d) hereof hereof; and the Special Warrants will only be deemed to be surrendered when actually received by the Trustee. Any Special Warrants not exercised before the Expiry Date shall be deemed to be exercised and surrendered by the Trustee on behalf of the holder thereof as of 4:59 p.m. (Vancouver time) on the Expiry Date. If any of the Underlying Securities in respect of which the Special Warrants are exercised are to be issued to a person or persons other than the Special Warrantholder in accordance with the provisions of Section 2.3 hereof, the signature set out in the exercise form shall be guaranteed by a chartered bank, trust company or medallion guaranteed by an investment dealer who is a member of a recognized stock exchange, and the Special Warrantholder shall pay to the Trustee all requisite stamp or security transfer taxes or other governmental charges exigible in connection with the issue of such Underlying Securities to such other person or persons or shall establish to the satisfaction of the Trustee that such taxes and charges have been paid. If at the time of the exercise of the Special Warrants, there remain trading restrictions on the Underlying Securities acquired, pursuant to Applicable Securities Laws, the Company may, on the advice of counsel, endorse the certificates evidencing such Underlying Securities with legends accordingly until such time as the Company determines that such endorsement is no longer necessary to avoid a violation of such laws by the Company and so advises the Trustee in writing or unless and until the holder of any such endorsed certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of counsel satisfactory to the Company) to the effect that such holder is entitled to sell or otherwise transfer such Underlying Securities in a transaction in which such endorsement is not required, whereupon such endorsed certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such endorsement. After delivery of the certificates representing the Underlying Securities, in the event of non-receipt of any such certificates by the person to whom it is so sent as aforesaid, or the loss or destruction thereof, the Company shall issue and the Trustee shall countersign and deliver to such person a replacement certificate of like date and tenor in place of the one lost or destroyed upon being furnished with such evidence of ownership and non-receipt, loss or destruction and with such indemnity and surety bond or security as the Trustee may reasonably require. The Special Warrantholder shall bear the cost of the issue of such replacement certificates.

Exercise of Special Warrants. Upon (a) If Receipts are issued in all Qualifying Provinces on or before the Qualifying Deadline but after the Dividend Record Date, the Issuer shall, and subject is hereby authorized to do so by the Special Warrant Purchasers, exercise any Special Warrants not exercised by the holder thereof, without the obligation by such holder to deliver any Special Warrant Certificate or to take any further action, at 5:00 p.m. (Montreal time) on the fifth Business Day after the Final Receipt Date and such Special Warrants will be deemed to have been exercised immediately prior to the Expiry Time. (b) If the Final Receipt Date has not occurred on or before the Qualifying Deadline, the Issuer shall immediately, and in any event not later than the second Business Day following the Qualifying Deadline, give notice of such fact and of their rights hereunder to holders regarding Special Warrants which are not exercised and still outstanding. (c) If the Issuer has not received, on or before the Qualifying Deadline, a copy of the Receipts dated on or before the Qualifying Date issued by each of the Regulatory Authorities in respect of the Prospectus, then each holder of outstanding Special Warrants will, during the period commencing on the Qualifying Deadline and ending at the Expiry Time, be automatically entitled, by exercising its Special Warrant, to receive, at no additional cost, that number of Underlying Securities per Special Warrant provided in Section 2.2 plus a fraction of the number of such Underlying Securities per Special Warrant equal to 0.15. (d) If the Issuer has not received, on or before the Qualifying Deadline, a copy of the Receipts dated on or before the Qualifying Date issued by each of the Regulatory Authorities in respect of the Prospectus, then at the Expiry Time, the Issuer shall, and is hereby authorized to do so by the Purchasers with respect to the Special Warrants, exercise every Special Warrant not exercised by the holder thereof and such holder shall receive, at no additional cost, that number of Underlying Securities per Special Warrant provided in Section 2.2 plus a fraction of the number of such Underlying Securities per Special Warrant equal to 0.15, without the obligation by such holder to deliver any Special Warrant Certificate or to take any further action immediately prior to the Expiry Time and such Special Warrants will be deemed to have been exercised immediately prior to the Expiry Time. (e) Any outstanding Special Warrants not surrendered for exercise pursuant to Section 2.9 and not deemed exercised pursuant to Section 2.8(a) or Section 2.8(d) prior to the Expiry Time shall be deemed, without any further action on the part of the holder or of the Issuer, to have been exercised immediately prior to the Expiry Time and the holder thereof shall then be entitled to receive the relevant number of Underlying Securities pursuant to the provisions of this Article 5Section 2.2 or Section 2.8(d), any holder of a Special Warrant may exercise the right thereby conferred on him to subscribe for Common Shares for no additional consideration by surrendering to the Trustee after the issuance of the Special Warrants to such holder and until the Expiry Time at its principal office in the city of Vancouver, the Special Warrant Certificate evidencing the Special Warrants, with the exercise form attached to the Special Warrant Certificate duly completed and executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Trustee. The Trustee may act and rely on the address form for determining residency of the subscribing holder. Unless the Company has instructed the Trustee in writing to waive any or all of the following requirements, the Special Warrants may not be exercised by or for the account or benefit of a U.S. Person or a person in the United States unless the holder certifies in writing to the Company and the Trustee that the holder is: (i) an original subscriber of Special Warrants who has re-confirmed in writing to the Company and the Trustee each of the representations and warranties made by the holder in connection with such holder's subscription for Special Warrants; or (ii) a registered transferee of such Special Warrants who has complied with Subsection 2.3(d) hereof provided that the Company may, in its sole discretion, accept, in substitution for the foregoing, evidence satisfactory to the Company and the Trustee, acting reasonably, to the effect that the Common Shares have been registered under the U.S. Securities Act and applicable state securities laws or that the Common Shares may be issued upon exercise of the Special Warrants without registration under the U.S. Securities Act and any applicable state securities laws. The foregoing requirements shall not apply to any deemed exercise by the Trustee of Special Warrants pursuant to the terms hereof as long as the holder is an original subscriber or a registered transferee of such Special Warrants. The exercise form attached to the Special Warrant Certificate shall be signed as set out above and shall specify:case may be. (af) Under no circumstances shall the number of Common Shares which the Special Warrantholder wishes Issuer be obliged to subscribe for issue any fractional Underlying Securities upon the exercise of one or more Special Warrants. To the extent that a holder has a number of Special Warrants (being not greater than that are only exercisable for a fraction of an Underlying Security, then the aggregate number Issuer shall pay in cash any amounts to the holder in satisfaction of the Common Shares which such Special Warrantholder is entitled right to acquire pursuant to the Special Warrants so surrendered); and (b) the person or persons in whose name or names the Common Shares are to be registeredotherwise have received a fraction of an Underlying Security. For this purpose, the address or addresses and the social insurance number or numbers fractions of such person or persons and the number of Common Shares to be issued to each such person if more than one is so specified, provided that the Special Warrantholder shall only be entitled to direct his entitlement to the Common Shares in a manner permitted by applicable securities legislation, and provided further that no certificates for Common Shares New Convertible Debentures shall be registered valued at or delivered to an address in the United States unless the person in whose name the certificates are registered has complied with the requirements of Subsection 2.3(d) hereof and the Special Warrants will only be deemed to be surrendered when actually received by the Trusteeface value thereof.