Common use of Form and Terms of Initial Debentures Clause in Contracts

Form and Terms of Initial Debentures. (a) The Initial Debentures are limited to an aggregate principal amount of $22,000,000 and designated as “Floating Rate Convertible Unsecured Subordinated Debentures”. (b) The Initial Debentures shall be dated as of the date of issue of the Initial Debentures and shall mature on December 31, 2020 (the “Maturity Date” for the Initial Debentures). (i) The Initial Debentures shall bear interest at the Applicable Rate from the date of issue, calculated and payable in semi-annual payments in arrears on the 30th day of June and the 31st day of December in each year computed on the basis of a 365-day year. Interest shall be payable at the Applicable Rate for each Interest Period from and including the last Interest Payment Date to, but excluding the next Interest Payment Date and the last such payment (representing interest payable from the last Interest Payment Date to the Maturity Date of the Initial Debentures) will fall due on December 31, 2020. Interest shall accrue on amounts in default at the Applicable Rate, compounded semi-annually, computed on the basis of a 365-day year. For certainty, the first interest payment will include interest accrued and unpaid from and including the date of issue of the Initial Debentures, up to, but excluding, the first Interest Payment Date. (ii) The interest rate for the Initial Debentures during each Interest Period (the “Applicable Rate”) shall be not less than 8.50% per annum and not more than 13.50% per annum and shall fluctuate at a rate per annum from Interest Period to Interest Period, based on the simple average of the Ux Weekly Indicator (Spot Price) (the “UxC U3O8 Weekly Indicator Price”) published by the Ux Consulting Company, LLC during the applicable Interest Period according to the table below: (iii) For each Interest Period terminating on June 30, the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from January 1 to but excluding June 15 of that year. For each Interest Period terminating on December 31, the interest rate applicable to such period shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from July 1 to but excluding December 15 of that year. In the case of a conversion of Debentures, a Redemption or a Change of Control, the Applicable Rate shall be based on the simple average of the UxC U3O8 Weekly Indicator Price from the first date of the applicable semi-annual period to the date that is 15 days before the Date of Conversion, Redemption Date or the date of the Change of Control Notice, as applicable. (iv) In the event that the UxC U3O8 Weekly Indicator Price ceases to exist, calculations will be based on another widely recognized uranium average price such as TradeTech, LLC or Bloomberg, to be determined by the Corporation. (v) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. (vi) The record dates for the payment of interest on the Initial Debentures will be the close of business on the Business Day immediately preceding the applicable Interest Payment Date. (d) At any time prior to the Maturity Date of the Initial Debentures, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 100% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. In connection with the redemption of the Initial Debentures pursuant to this Section 2.5(d), the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the principal amount of such Initial Debentures by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. Any accrued and unpaid interest on such Initial Debentures to be redeemed will be paid in cash. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (e) In addition, at any time after June 30, 2019 and prior to the Maturity Date of the Initial Debentures, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 101% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. Notwithstanding anything in this Indenture to the contrary, in connection with the redemption of the Initial Debentures pursuant to this Section 2.5(e), the Redemption Price (including accrued and unpaid interest) shall be paid in cash only. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (f) The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.13, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future subordinated and unsecured indebtedness of the Corporation, other than Senior Indebtedness. (g) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) the fifth Business Day immediately preceding the Redemption Date if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.5(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $4.15 such that approximately 240.96 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion, provided, however, that the Corporation shall not be required to make any payment of less than $5.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. The Conversion Price will not be adjusted for accrued interest on the Debentures. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.5(k) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (h) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 2.5, Section 4.6 and Section 4.10, as applicable, and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. Any accrued and unpaid interest on such Initial Debentures to be redeemed or repaid will be paid in cash. (i) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustees endorsed thereon shall be issued in substantially the form set out in Schedule “A” (provided that Initial Debentures issued in the form of Definitive Debentures shall be issued without the Global Debenture Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto), with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.8, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustees shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Global Debentures and/or one or more Definitive Debentures at the option of the Corporation. The Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.5(i) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a Person other than the registered holder thereof, as provided in Section 3.2. (j) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, subject to any required regulatory or stock exchange approval, to satisfy all or part of its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustees pursuant to the Common Share Interest Payment Election. (k) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.5(k), the Corporation shall be obligated to make the Change of Control Purchase Offer in writing to holders of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustees, and the Trustees shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to, at the option of the holder of the Initial Debentures, either: (i) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation and U.S. Securities Laws at a price per Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or (ii) convert the Initial Debentures into Common Shares at the Change of Control Conversion Price. If such Change of Control Purchase Date is after a record date for the payment of interest on the Initial Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date in cash. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the “Initial Debentures are Debentures”) authorized for issue immediately is limited to an aggregate principal amount of $22,000,000 and US$49,257,572.60 which shall be designated as “Floating Rate Senior Secured Convertible Unsecured Subordinated Debentures”. (b2) The Initial Debentures shall be dated as of the date of issue closing of the Initial Debentures Offering and shall mature on December 31May 25, 2020 2021 (the “Maturity Date” for the Initial Debentures). (i3) The Initial Debentures shall be bear no interest at the Applicable Rate from the date of issue, calculated and payable in semi-annual payments in arrears on the 30th day of June and the 31st day of December in each year computed on the basis of a 365-day year. Interest shall be payable at the Applicable Rate for each Interest Period from and including the last Interest Payment Date to, but excluding the next Interest Payment Date and the last such payment (representing interest payable from the last Interest Payment Date to the Maturity Date issued as Original Issue Discount Debentures with an issue price of US$812.06 per US$1,000 of principal amount of the Initial Debentures) will fall due on December 31, 2020. Interest shall accrue on amounts in default at the Applicable Rate, compounded semi-annually, computed on the basis of a 365-day year. For certainty, the first interest payment will include interest accrued and unpaid from and including the date of issue of the Initial Debentures, up to, but excluding, the first Interest Payment Date. (ii) The interest rate for the Initial Debentures during each Interest Period (the “Applicable Rate”) shall be not less than 8.50% per annum and not more than 13.50% per annum and shall fluctuate at a rate per annum from Interest Period to Interest Period, based on the simple average of the Ux Weekly Indicator (Spot Price) (the “UxC U3O8 Weekly Indicator Price”) published by the Ux Consulting Company, LLC during the applicable Interest Period according to the table below: (iii) For each Interest Period terminating on June 30, the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from January 1 to but excluding June 15 of that year. For each Interest Period terminating on December 31, the interest rate applicable to such period shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from July 1 to but excluding December 15 of that year. In the case of a conversion of Debentures, a Redemption or a Change of Control, the Applicable Rate shall be based on the simple average of the UxC U3O8 Weekly Indicator Price from the first date of the applicable semi-annual period to the date that is 15 days before the Date of Conversion, Redemption Date or the date of the Change of Control Notice, as applicable. (iv) In the event that the UxC U3O8 Weekly Indicator Price ceases to exist, calculations will be based on another widely recognized uranium average price such as TradeTech, LLC or Bloomberg, to be determined by the Corporation. (v) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. (vi) The record dates for the payment of interest on the Initial Debentures will be the close of business on the Business Day immediately preceding the applicable Interest Payment Date. (d4) At any time following November 25, 2018 and prior to the Maturity Date of the Initial Debentures, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion PriceDate, the Initial Debentures may be redeemed at the option of the Corporation Company, in whole or in part from time to time accordance with this Section 2.4(4) and Article 4 on notice as provided for in Section 4.3 at a the Redemption Price equal to 100% Prices (expressed as a percentage of their with respect to the aggregate principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. In connection with the redemption amount of the Initial Debentures pursuant to this Section 2.5(d), the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion as of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the principal amount of such Initial Debentures by 95% of the Current Market Price in effect Issue Date) set forth below based on the Redemption Date. If the Corporation elects Dates provided in Exhibit 1 to exercise such option, it shall so specify and provide details in the Redemption Notice. Any accrued and unpaid interest on such Initial Debentures to be redeemed will be paid in cashthis Indenture. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (e) In addition, at any time after June 30, 2019 and prior to the Maturity Date of the Initial Debentures, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 101% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. Notwithstanding anything in this Indenture to the contrary, in connection with the redemption of the Initial Debentures pursuant to this Section 2.5(e), the Redemption Price (including accrued and unpaid interest) shall be paid in cash only. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (f) The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.13, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future subordinated and unsecured indebtedness of the Corporation, other than Senior Indebtedness. (g) Upon and subject to the provisions and conditions of Article 6 and Section 3.93.6, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier earliest of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) the fifth Business Day immediately preceding the Redemption Date if the Initial Debentures are called for redemption, on the Business Day immediately preceding the date specified by the Company for redemption of the Initial Debentures, subject to the satisfaction of certain conditions in this Indenture and by notice to the holders of Initial Debentures in accordance with Sections 2.5(dSection 2.4(4) and Section 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, part of the principal amount Accrued Principal Amount as at such date converted of a an Initial Debenture into Common Shares Units at the Conversion Price in effect on the Date of Conversion. For the purposes hereof, the “Accrued Principal Amount” of the aggregate Initial Debentures are set forth in Exhibit 2 to this Indenture based on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. For the purposes of the Initial Debentures, any reference to the repayment, redemption or conversion of the principal thereof (whether at the Maturity Date, a Redemption Date, a Date or Conversion, upon acceleration or otherwise) in this Indenture, the Debenture Certificate, the Security Documents or any related document shall be deemed to refer to the Accrued Principal Amount thereof as at such applicable date. The Conversion Price in effect on the date hereof for each Common Share Unit to be issued upon the conversion of Initial Debentures shall be equal to $4.15 C$0.74 such that approximately 240.96 85,208,944 Units (comprising of 85,208,944 Common Shares shall and 42,604,472 Warrants) may be issued for each $US$1,000 principal amount of Initial Debentures so converted, converted to US$ based on the closing spot rate published by the Bank of Canada as of five (5) Business Days prior to the date of this Indenture being US$1.2801. Except as provided below, no adjustment in the number of Common Shares Units to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares Share will be issued, and holders the number of Common Shares so issuable will receive a cash payment be rounded down to the nearest whole number. No fractional Warrants will be issued, other than in satisfaction integrals of any fractional interest based on one-half Warrants, and the Current Market Price as number of Warrants so issuable will be rounded down to the Date of Conversion, provided, however, that the Corporation shall not be required to make any payment of less than $5.00nearest one-half Warrant. The Conversion Price applicable to, and the Common SharesUnits, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. The Conversion Price will not be adjusted for accrued interest on the Debentures. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.5(k) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (h) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 2.5, Section 4.6 and Section 4.10, as applicable, and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. Any accrued and unpaid interest on such Initial Debentures to be redeemed or repaid will be paid in cash. (i6) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000any US$ denomination. Each Initial Debenture and the certificate of the Trustees Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A” (provided that Initial Debentures issued in the form of Definitive Debentures shall be issued without the Global Debenture Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto)”, with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors Managers executing such Initial Debenture in accordance with Section 2.82.6 hereof, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustees Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, be approved by a resolution of the Board of DirectorsManagers, or as specified in an Officers’ Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Global Debentures and/or one or more Definitive Debentures at Debenture Certificates, which shall bear the option of the Corporation. The Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.5(i) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a Person other than the registered holder thereof, as provided in Section 3.2. (j) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, subject to any required regulatory or stock exchange approval, to satisfy all or part of its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustees pursuant to the Common Share Interest Payment Election. (k) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.5(k), the Corporation shall be obligated to make the Change of Control Purchase Offer in writing to holders of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustees, and the Trustees shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to, at the option of the holder of the Initial Debentures, either: (i) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation Canadian Legend and U.S. Securities Laws at a price per Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up toLegend, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or (ii) convert the Initial Debentures into Common Shares at the Change of Control Conversion Price. If such Change of Control Purchase Date is after a record date for the payment of interest on the Initial Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date in cash. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debenturesif applicable.

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures are Debentures”) authorized for issue immediately is limited to an aggregate principal amount of $22,000,000 5,000,000 at an issue price of $1,000 per Debenture (the “Issue Price”) and shall be designated as “Floating Rate Convertible 8% Unsecured Subordinated Debentures”, which consists of the Debentures offered in the Offering. (b) The Each Initial Debentures Debenture shall be dated as of the its date of issue of the Initial Debentures and shall mature on December October 31, 2020 2019 (the “Maturity Date” for the Initial Debentures). (ic) The Initial Debentures shall bear interest from their date of issue at the Applicable Rate from the date rate of issue, 8% per annum calculated and payable in semi-annual payments in arrears on the 30th day of June and the 31st day of December in each year computed quarterly on the basis of a 365-365 day year or 366 day year. , as applicable and payable in equal instalments quarterly in arrears on March 31, June 30, September 30 and December 31(each, an “Interest shall be Payment Date”) in each year, with interest payable after as well as before maturity and after as well as before default, with interest on amounts after maturity or in default at the Applicable Rate for each Interest Period from and including same rate. Notwithstanding the last Interest Payment Date toforegoing, but excluding the next Interest Payment Date and the last first such payment (representing interest payable from the last Interest Payment Date to the Maturity Date of the Initial Debentures) will fall due on December 31, 2020. Interest shall accrue on amounts in default at the Applicable Rate, compounded semi-annually, computed on the basis of a 365-day year. For certainty, the first 2016 and will represent interest payment will include interest accrued and unpaid payable from and including the date of issue of the applicable Initial Debentures, Debenture up to, but excluding, the first Interest Payment Date. (ii) The interest rate for the Initial Debentures during each Interest Period (the “Applicable Rate”) shall be not less than 8.50% per annum and not more than 13.50% per annum and shall fluctuate at a rate per annum from Interest Period to Interest Period, based on the simple average of the Ux Weekly Indicator (Spot Price) (the “UxC U3O8 Weekly Indicator Price”) published by the Ux Consulting Company, LLC during the applicable Interest Period according to the table below: (iii) For each Interest Period terminating on June 30, the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from January 1 to but excluding June 15 of that year. For each Interest Period terminating on December 31, 2016, and the interest rate applicable to last such period shall be determined based payment will fall due on the simple average of the UxC U3O8 Weekly Indicator Price Maturity Date and will represent interest payable from July 1 and including September 30, 2019, to but excluding December 15 of that year. In the case of a conversion of Debentures, a Redemption or a Change of Controlexcluding, the Applicable Rate shall be based on the simple average of the UxC U3O8 Weekly Indicator Price from the first date of the applicable semi-annual period to the date that is 15 days before the Date of Conversion, Redemption Date or the date of the Change of Control Notice, as applicable. (iv) In the event that the UxC U3O8 Weekly Indicator Price ceases to exist, calculations will be based on another widely recognized uranium average price such as TradeTech, LLC or Bloomberg, to be determined by the Corporation. (v) Maturity Date. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. (vi) . The record dates for the payment of interest on the Initial Debentures will be the close of business on the fifth Business Day immediately preceding prior to the applicable Interest Payment Date. (d) At any time prior to the Maturity Date of the Initial Debentures, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 100% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. In connection with the redemption of the Initial Debentures pursuant to this Section 2.5(d), the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the principal amount of such Initial Debentures by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. Any accrued and unpaid interest on such Initial Debentures to be redeemed will be paid in cash. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (e) In addition, at any time after June 30, 2019 and prior to the Maturity Date of the Initial Debentures, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 101% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. Notwithstanding anything in this Indenture to the contrary, in connection with the redemption of the Initial Debentures pursuant to this Section 2.5(e), the Redemption Price (including accrued and unpaid interest) shall be paid in cash only. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (f) The Initial Debentures will be subordinated and postponed to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.13, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future subordinated and unsecured indebtedness of the Corporation, other than Senior Indebtedness. (g) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) the fifth Business Day immediately preceding the Redemption Date if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.5(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $4.15 such that approximately 240.96 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6. For greater certainty, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares nothing in this Indenture will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion, provided, however, that manner restrict the Corporation shall not be required to make from incurring, directly or indirectly, any payment of less than $5.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. The Conversion Price will not be adjusted for accrued interest on the Debentures. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.5(k) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indentureadditional indebtedness. (h) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 2.5, Section 4.6 and Section 4.10, as applicable, and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. Any accrued and unpaid interest on such Initial Debentures to be redeemed or repaid will be paid in cash. (ie) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustees Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A” (provided that Initial Debentures Debentures, which shall all be initially issued in the form of Definitive Debentures Debentures, shall be issued without the Global Debenture Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached theretoLegend), with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.82.7, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustees Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, be approved by a resolution of the Board of Directors, or as specified in an Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Global Debentures and/or Definitive Debentures, and shall not be initially issued in the form of one or more Definitive Debentures at the option of the CorporationGlobal Debentures. The Any Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.5(i2.4(e) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a Person person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a Person person other than the registered holder thereof, as provided in Section 3.2. (j) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, subject to any required regulatory or stock exchange approval, to satisfy all or part of its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustees pursuant to the Common Share Interest Payment Election. (k) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.5(k), the Corporation shall be obligated to make the Change of Control Purchase Offer in writing to holders of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustees, and the Trustees shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to, at the option of the holder of the Initial Debentures, either: (i) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation and U.S. Securities Laws at a price per Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or (ii) convert the Initial Debentures into Common Shares at the Change of Control Conversion Price. If such Change of Control Purchase Date is after a record date for the payment of interest on the Initial Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date in cash. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debentures.

Form and Terms of Initial Debentures. (a) The Initial Debentures are limited to an aggregate principal amount of $22,000,000 and designated as “Floating Rate Convertible Unsecured Subordinated Debentures”. (b) The Initial Debentures shall be dated as of the date of issue of the Initial Debentures and shall mature on December 31, 2020 (the “Maturity Date” for the Initial Debentures). (i) The Initial Debentures shall bear interest at the Applicable Rate from the date of issue, calculated and payable in semi-annual payments in arrears on the 30th day of June and the 31st day of December in each year computed on the basis of a 365-day year. Interest shall be payable at the Applicable Rate for each Interest Period from and including the last Interest Payment Date to, but excluding the next Interest Payment Date and the last such payment (representing interest payable from the last Interest Payment Date to the Maturity Date of the Initial Debentures) will fall due on December 31, 2020. Interest shall accrue on amounts in default at the Applicable Rate, compounded semi-annually, computed on the basis of a 365-day year. For certainty, the first interest payment will include interest accrued and unpaid from and including the date of issue of the Initial Debentures, up to, but excluding, the first Interest Payment Date. (ii) The interest rate for the Initial Debentures during each Interest Period (the “Applicable Rate”) shall be not less than 8.50% per annum and not more than 13.50% per annum and shall fluctuate at a rate per annum from Interest Period to Interest Period, based on the simple average of the Ux Weekly Indicator (Spot Price) (the “UxC U3O8 Weekly Indicator Price”) published by the Ux Consulting Company, LLC during the applicable Interest Period according to the table below: (iii) For each Interest Period terminating on June 30, the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from January 1 to but excluding June 15 of that year. For each Interest Period terminating on December 31, the interest rate applicable to such period shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from July 1 to but excluding December 15 of that year. In the case of a conversion of Debentures, a Redemption or a Change of Control, the Applicable Rate shall be based on the simple average of the UxC U3O8 Weekly Indicator Price from the first date of the applicable semi-annual period to the date that is 15 days before the Date of Conversion, Redemption Date or the date of the Change of Control Notice, as applicable. (iv) In the event that the UxC U3O8 Weekly Indicator Price ceases to exist, calculations will be based on another widely recognized uranium average price such as TradeTech, LLC or Bloomberg, to be determined by the Corporation. (v) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. (vi) The record dates for the payment of interest on the Initial Debentures will be the close of business on the Business Day immediately preceding the applicable Interest Payment Date. (d) At any time prior to the Maturity Date of the Initial Debentures, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 100% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. In connection with the redemption of the Initial Debentures pursuant to this Section 2.5(d), the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the principal amount of such Initial Debentures by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. Any accrued and unpaid interest on such Initial Debentures to be redeemed will be paid in cash. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (e) In addition, at any time after June 30, 2019 and prior to the Maturity Date of the Initial Debentures, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 101% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. Notwithstanding anything in this Indenture to the contrary, in connection with the redemption of the Initial Debentures pursuant to this Section 2.5(e), the Redemption Price (including accrued and unpaid interest) shall be paid in cash only. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (f) The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.13, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future subordinated and unsecured indebtedness of the Corporation, other than Senior Indebtedness. (g) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) the fifth Business Day immediately preceding the Redemption Date if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.5(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $4.15 such that approximately 240.96 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion, provided, however, that the Corporation shall not be required to make any payment of less than $5.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. The Conversion Price will not be adjusted for accrued interest on the Debentures. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.5(k) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (h) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 2.5, Section 4.6 and Section 4.10, as applicable, and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. Any accrued and unpaid interest on such Initial Debentures to be redeemed or repaid will be paid in cash. (i) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustees endorsed thereon shall be issued in substantially the form set out in Schedule “A” (provided that Initial Debentures issued in the form of Definitive Debentures shall be issued without the Global Debenture Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto), with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.8, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustees shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Global Debentures and/or one or more Definitive Debentures at the option of the Corporation. The Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.5(i) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a Person other than the registered holder thereof, as provided in Section 3.2. (j) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, subject to any required regulatory or stock exchange approval, to satisfy all or part of its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustees pursuant to the Common Share Interest Payment Election. (k) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.5(k), the Corporation shall be obligated to make the Change of Control Purchase Offer in writing to holders of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustees, and the Trustees shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to, at the option of the holder of the Initial Debentures, either: (i) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation and U.S. Securities Laws at a price per Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or (ii) convert the Initial Debentures into Common Shares at the Change of Control Conversion Price. If such Change of Control Purchase Date is after a record date for the payment of interest on the Initial Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date in cash. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debentures.portion

Form and Terms of Initial Debentures. (a) The first series of Debentures (the “Initial Debentures are Debentures”) authorized for issue immediately is limited to an aggregate principal amount of $22,000,000 5,000,000 and shall be designated as “Floating Rate 8% Convertible Unsecured Subordinated Debentures”, which consists of the Debentures offered and sold in the Offering. (b) The Initial Debentures shall be dated as of the date of issue of the Initial Debentures and shall mature on December 3123, 2020 2019 (the “Maturity Date” for the Initial Debentures). (ic) The Initial Debentures shall bear interest at the Applicable Rate from the date of issueissue at the rate of 8% per annum (based on a year of 365 days and the actual number of days in the relevant interest period), calculated and payable in semi-annual payments in arrears on equal (with the 30th day exception of June and the 31st day of December in each year computed on the basis of a 365-day year. Interest shall be payable at the Applicable Rate for each Interest Period first interest payment, which will include interest from and including the last Interest Payment Date to, but excluding the next Interest Payment Date and the last such payment (representing interest payable from the last Interest Payment Date to the Maturity Date date of issue of the Initial DebenturesDebentures as set forth below) will semi-annual payments, in arrears, on June 30 and December 31 in each year, the first such payment to fall due on December 31June 30, 2020. Interest shall accrue on amounts in default at the Applicable Rate, compounded semi-annually, computed on the basis of a 365-day year2017. For certainty, the first interest payment will include interest accrued and unpaid from and including the date of issue of the Initial Debentures, up Debentures to, but excluding, the first Interest Payment Date. (ii) The interest rate for the Initial Debentures during each Interest Period (the “Applicable Rate”) shall be not less than 8.50% per annum and not more than 13.50% per annum and shall fluctuate at a rate per annum from Interest Period to Interest Period, based on the simple average of the Ux Weekly Indicator (Spot Price) (the “UxC U3O8 Weekly Indicator Price”) published by the Ux Consulting Company, LLC during the applicable Interest Period according to the table below: (iii) For each Interest Period terminating on June 30, the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from January 1 to but excluding June 15 of that year2017. For each Interest Period terminating on December 31, the interest rate applicable to such period shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from July 1 to but excluding December 15 of that year. In the case of a conversion of Debentures, a Redemption or a Change of Control, the Applicable Rate shall be based on the simple average of the UxC U3O8 Weekly Indicator Price from the first date of the applicable semi-annual period to the date that is 15 days before the Date of Conversion, Redemption Date or the date of the Change of Control Notice, as applicable. (iv) In the event that the UxC U3O8 Weekly Indicator Price ceases to exist, calculations will be based on another widely recognized uranium average price such as TradeTech, LLC or Bloomberg, to be determined by the Corporation. (v) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. . If the Corporation is required to withhold or deduct any Indemnified Taxes from an amount payable by it in respect of any Initial Debentures, then, notwithstanding any other term of this Indenture (vii) The record dates for the Corporation will pay on behalf of each holder such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Indemnified Taxes had not been withheld or deducted, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Notwithstanding the foregoing, no Additional Amounts will be payable to a holder (an “Excluded Holder”) in respect of a particular payment made to such holder under or with respect to particular Initial Debentures: (a) if such holder is subject to such Indemnified Taxes by reason of interest on its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of such particular Initial Debentures will be or the close receipt of business on payments thereunder or enforcement of rights thereunder; (b) if such holder waives its right to receive Additional Amounts; (c) if the Business Day immediately preceding Corporation does not deal at arm’s length, within the applicable Interest Payment Datemeaning of the Tax Act, with such holder at the time of such particular payment; (d) if the Corporation does not deal at arm’s length, within the meaning of the Tax Act, with another person to whom the Corporation has an obligation to pay an amount in respect of such particular Initial Debentures; or (e) if such holder is, or does not deal at arm’s length (within the meaning of the Tax Act) with, a “specified shareholder” of the Corporation for purposes of the thin capitalization rules in the Tax Act and such particular payment is not deductible to the Corporation as interest pursuant to such rules. (d) At The Initial Debentures shall be convertible into Common Shares at the option of the Corporation in accordance with this Section 2.4(d) (the “Initial Corporation Conversion Option”). (i) On and after December 23, 2017 and at any time prior to the Maturity Date of the Initial DebenturesDate, provided that the Current Market Price at the time closing price of the Redemption Notice Common Shares is at least 125% of $0.75 for 20 consecutive trading days ending the day preceding the applicable date, the Conversion Price, Amount in respect of the Initial Debentures may be redeemed converted at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 100% (expressed as a percentage of their principal amount) plus accrued by the issuance and unpaid interest thereon up to (but excluding) the Redemption Date. In connection with the redemption of the Initial Debentures pursuant to this Section 2.5(d), the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering delivery to the holders of such Initial Debentures, Debentures such number of Freely Tradeable Common Shares as is obtained by dividing the principal amount Conversion Amount by the Conversion Price. (ii) In order to exercise the Initial Corporation Conversion Option, the Corporation shall provide the Debentureholders with written notice (the “Initial Corporation Conversion Notice”) on a date (the “Initial Corporation Conversion Notice Date”) that is no later than 15 Business Days after the completion of period in respect of which the closing price of the Common Shares is at least $0.75 for 20 consecutive trading days ending the day preceding the applicable date (or, to the extent regulatory approval is required, on a date that is no later than 7 Business Days after receiving such approval). The Initial Corporation Conversion Notice shall state: (i) that the Initial Corporation Conversion Option has been exercised, (ii) instructions for returning the Debentureholder’s original Initial Debentures in order to obtain certificates representing Common Shares, and (iii) the number of Common Shares as is equal to the Conversion Amount divided by 95% the Conversion Price. (iii) Upon receipt of an original Initial Debenture, the Corporation shall, as soon as is reasonably practicable, cause to be issued to the Debentureholder at the address of the Current Market Debentureholder indicated in the Corporation’s register of Initial Debentures (or such other address as the Debentureholder provides to the Corporation) certificates representing such number of Common Shares as is equal to the Conversion Amount divided by the Conversion Price in effect full payment of the Conversion Amount. The Initial Debentures will be deemed to be cancelled, and the Common Shares will be deemed to be issued, on the Redemption Initial Corporation Conversion Notice Date. If . (iv) A Debentureholder who does not return their original Initial Debenture to the Corporation elects to exercise such option, it shall so specify and provide details in after receipt of the Redemption Notice. Any accrued and unpaid interest on such Initial Debentures Corporation Conversion Notice also will have their Initial Debenture deemed to be redeemed cancelled and Common Shares deemed to be issued on the Initial Corporation Conversion Notice Date; however, no certificate representing such Common Shares will be paid in cash. The Redemption Notice for sent to such Debentureholder until the Corporation receives such Debentureholder’s original Initial Debentures shall be substantially in the form of Schedule “B”Debenture. (e) In addition, The Initial Debentures shall be convertible into Common Shares at the option of a Debentureholder in accordance with this Section 2.4(e) and Section 6.1 (the “Initial Debentureholder Conversion Option”). (i) The Conversion Amount of a Debentureholder also shall be convertible pursuant to the Initial Debentureholder Conversion Option into Common Shares at any time after June 3023, 2019 and prior 2017. Should a Debentureholder wish to convert such Conversion Amount, the Debentureholder must provide notice to the Maturity Date Corporation by delivery of the Initial Debentures, the Initial Debentures may be redeemed at the option an executed copy of the Corporation in whole or in part from time to time on a notice as provided for in Section 4.3 at a Redemption Price equal to 101% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. Notwithstanding anything in this Indenture to the contrary, in connection with the redemption of the Initial Debentures pursuant to this Section 2.5(e), the Redemption Price (including accrued and unpaid interest) shall be paid in cash only. The Redemption Notice for the Initial Debentures shall be conversion substantially in the form attached hereto as the “Conversion Notice” at Schedule A and otherwise in accordance with the provisions of Section 6.2. (ii) The Conversion Amount shall be converted into Common Shares at the Conversion Price. The conversion of the Conversion Amount into Common Shares is subject to and conditional upon regulatory approval and any conditions or shareholder or other approvals that may apply. (iii) None of the Debentures may be converted in the United States or by or for the benefit of a “U.S. person” (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) unless the Debentureholder has: (i) certified to the Corporation and its transfer agent, in a form reasonably satisfactory to the Corporation, that it is not, and is not converting the Debentures for the account or benefit of any person that is, a U.S. person or in the United States, or (ii) delivered to the Corporation an Accredited Investor Certificate in the form attached as Exhibit 1 to the “Conversion Notice” at Schedule A; or (iii) delivered to the Corporation a written opinion of counsel to the effect that such conversion is not subject to or is exempt from the registration requirements of the U.S. Securities Act and applicable state securities or “Bblue sky” laws, which opinion and counsel shall be reasonably satisfactory to the Corporation. (iv) For certainty, the Initial Debentureholder Conversion Option for any one Debentureholder is limited to conversion of such Debentureholder’s Initial Debentures and references to “Conversion Amount”, “Conversion Price” and “Common Shares” in this Section 2.4(e) shall be interpreted to apply only to prices and amounts properly attributable to such Debentureholder’s interest. (f) The Initial Debentures will not be guaranteed, will be unsecured and will be subordinated and junior in right of payment to the all Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.132.10(a), the Initial Debentures will rank pari passu Pari Passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by lawlaw or as may by its terms rank junior in right of payment to the Initial Debentures, with all other existing and future subordinated and unsecured indebtedness of the Corporation, other than Senior IndebtednessCorporation to the extent subordinated on the same basis. (g) Upon and subject to the provisions and conditions of Article 6 and Section 3.9, the holder of each Initial Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) the fifth Business Day immediately preceding the Redemption Date if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.5(d) and 4.3 (the earlier of which will be the “Time of Expiry” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures pursuant to both the Initial Corporation Conversion Option and the Initial Debentureholder Conversion Option shall be equal to $4.15 such that approximately 240.96 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted0.50. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion, provided, however, that the Corporation shall not be required to make any payment of less than $5.00Conversion Price. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. The Conversion Price will not be adjusted for accrued interest on the Debentures. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion6.3. Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person person or Persons persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.5(k) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (h) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 2.5, Section 4.6 and Section 4.10, as applicable4.1, and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicableSection 4.1. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” B and provide the necessary details. Any accrued and unpaid interest on such Initial Debentures to be redeemed or repaid will be paid in cash. (i) The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustees Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A” A (provided that Initial Debentures issued in the form of Definitive Debentures shall be issued without the Global Debenture Legend and without the “Schedule of Exchanges of Interests in the Global NoteLegend” attached thereto), with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.82.7, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustees Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Global Debentures and/or one or more Definitive Debentures at as Certificated Debentures, unless otherwise requested in writing by the option of the CorporationDepositary. The Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No Beneficial Holder beneficial holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.5(i) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a Person other than the registered holder thereof, as provided in Section 3.2. (j) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, subject to any required regulatory or stock exchange approval, to satisfy all or part of its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustees pursuant to the Common Share Interest Payment Election. (k) Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.5(k), the Corporation shall be obligated to make the Change of Control Purchase Offer in writing to holders of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (i) Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustees, and the Trustees shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (the “Change of Control Purchase Offer”) to, at the option of the holder of the Initial Debentures, either: (i) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation and U.S. Securities Laws at a price per Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or (ii) convert the Initial Debentures into Common Shares at the Change of Control Conversion Price. If such Change of Control Purchase Date is after a record date for the payment of interest on the Initial Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date in cash. The “Change of Control Purchase Date” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debentures.Section

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the “Initial Debentures are Debentures”) authorized for issue immediately is limited to an aggregate principal amount of up to $22,000,000 5,000,000 and shall be designated as “Floating Rate 5.0% Unsecured Convertible Unsecured Subordinated Debentures”. (b2) The Initial Debentures shall be dated as of the date of issue of the Initial Debentures Issue Date, and shall mature on December 31April 7, 2020 2025 (the “Maturity Date” for the Initial Debentures). (i3) The Initial Debentures shall bear interest from the Issue Date thereof at the Applicable Rate from the date rate of issue, calculated and payable in semi-annual payments in arrears 5.0% per annum (based on the 30th day a year of June and the 31st day 360 days comprised of December in each year computed on the basis of a 365twelve 30-day year. Interest shall be months), payable at the Applicable Rate for each Interest Period from and including the last Interest Payment Date to, but excluding the next Interest Payment Date and the last such payment (representing interest payable from the last Interest Payment Date to only on the Maturity Date of the Initial Debentures) will fall due on December 31Debentures or upon the exercise of the 90% Redemption Right pursuant to subsection 2.5(7), 2020. Interest shall accrue and after as well as before default, with interest on amounts in default or after maturity at the Applicable Ratesame rate, compounded semi-annually, computed on the basis of a 365-day year. For certainty, the first interest payment will include interest accrued and unpaid from and including the date of issue of the Initial Debentures, up to, but excluding, the first Interest Payment Date. (ii) The interest rate for the Initial Debentures during each Interest Period (the “Applicable Rate”) shall be not less than 8.50% per annum and not more than 13.50% per annum and shall fluctuate at a rate per annum from Interest Period to Interest Period, based on the simple average of the Ux Weekly Indicator (Spot Price) (the “UxC U3O8 Weekly Indicator Price”) published by the Ux Consulting Company, LLC during the applicable Interest Period according to the table below: (iii) For each Interest Period terminating on June 30, the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from January 1 to but excluding June 15 of that year. For each Interest Period terminating on December 31, the interest rate applicable to such period shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from July 1 to but excluding December 15 of that year. In the case of a conversion of Debentures, a Redemption or a Change of Control, the Applicable Rate shall be based on the simple average of the UxC U3O8 Weekly Indicator Price from the first date of the applicable semi-annual period to the date that is 15 days before the Date of Conversion, Redemption Date or the date of the Change of Control Notice, as applicable. (iv) In the event that the UxC U3O8 Weekly Indicator Price ceases to exist, calculations will be based on another widely recognized uranium average price such as TradeTech, LLC or Bloomberg, to be determined by the Corporation. (v) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. (vi) . The record dates date for the payment of interest on the Initial Debentures will be that date which is five Business Days prior to the close of business on the Business Day immediately preceding the applicable Interest Payment Maturity Date. (d) At any time prior to the Maturity Date of the Initial Debentures, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 100% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. In connection with the redemption of the Initial Debentures pursuant to this Section 2.5(d), the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the principal amount of such Initial Debentures by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. Any accrued and unpaid interest on such Initial Debentures to be redeemed will be paid in cash. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (e) In addition, at any time after June 30, 2019 and prior to the Maturity Date of the Initial Debentures, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 101% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. Notwithstanding anything in this Indenture to the contrary, in connection with the redemption of the Initial Debentures pursuant to this Section 2.5(e), the Redemption Price (including accrued and unpaid interest) shall be paid in cash only. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (f4) The Initial Debentures will be subordinated to the Senior all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.13, the The Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future subordinated and unsecured indebtedness of the Corporation, other than Senior Indebtedness. (g5) Upon and subject to the provisions and conditions of Section 3.6, Section 3.7 and Article 6 and Section 3.96, the holder of each Initial Debenture shall have Debentures may be converted into the right at such holder’s option, at any time prior Underlying Securities on the following terms and subject to the close following conditions: (a) In the event the Corporation completes a Public Listing and upon giving the Debentureholders advance written notice by way of business a news release and concurrently providing a written notice to the Trustee in accordance with Section 13.3 (the “Forced Conversion Notice”), the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) will, upon surrender of the Debenture Certificate, automatically convert into the Underlying Securities at the following conversion price (the “Conversion Price”): (i) in the event the Corporation completes a Public Listing on a Recognized Stock Exchange in Canada, the earlier principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) will automatically convert into Units at the Conversion Price equal to a 20% discount to the IPO Price and each Warrant (of which one-half forms part of the Unit) will be exercisable for one Common Share at a price equal to a 218% premium to the IPO Price for a period of 24 months from the date of such Public Listing; or (ii) in the event the Corporation completes a Public Listing on a Recognized Stock Exchange in the United States, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) will automatically convert into Common Shares at a Conversion Price equal to the lesser of (i) a 40% discount to the Business Day immediately preceding the Maturity Date of the Initial DebenturesIPO Price; or and (ii) $5.00 and such Common Shares issued shall be subject to a six month hold period from the fifth Business Day immediately preceding completion of such Public Listing. (b) The effective date for the Redemption Date if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.5(d) and 4.3 forced conversion (the earlier of which will “Forced Conversion Date”) shall be the “Time of Expiry” for date the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of Corporation completes a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. Public Listing. (c) The Conversion Price in effect on the date hereof for each Common Share Underlying Security to be issued upon the conversion of Initial Debentures shall be equal to $4.15 such that approximately 240.96 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so convertedas set out in subsection 2.5(b) and (c), as applicable. Except as provided below, no adjustment in the number of Common Shares the Underlying Securities to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares Underlying Securities will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date date of Conversionconversion, provided, however, that the Corporation shall not be required to make any payment of less than $5.00. The Conversion Price applicable to, and the Common Shares, securities Underlying Securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.56.3. The Conversion Price will not be adjusted for accrued interest on interest. (d) If any Initial Debenture becomes issuable after the Debentures. Holders converting Debentures Forced Conversion Date, such Initial Debenture shall not be issued, and the Person that would otherwise have been entitled to receive accrued and unpaid interest thereon from such Initial Debenture shall instead receive the period number of the last Interest Payment Date prior Common Shares that such Person would be entitled to the Date receive upon conversion of Conversion to the date that is one Business Day prior to the Date of Conversion. Notwithstanding any other provisions of such Initial Debenture in accordance with this Indenture, if a Debenture is surrendered as adjusted in accordance with Section 6.3 (including, for conversion on an Interest Payment Date or during greater certainty, in connection with any event occurring after the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Forced Conversion Date. A ). (e) An Initial Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.5(ksubsection 2.5(7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (h) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 2.5, Section 4.6 and Section 4.10, as applicable, and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. Any accrued and unpaid interest on such Initial Debentures to be redeemed or repaid will be paid in cash. (i6) The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS in denominations of $1,000 and integral multiples of $1,000thereof. Each Initial Debenture and the certificate of the Trustees Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A” (provided that Initial Debentures issued in the form of Definitive Debentures shall be issued without the Global Debenture Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto), with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined more particularly specified by the Board of Directors executing such Initial Debenture Corporation in accordance with Section 2.8, as conclusively evidenced by their execution of an Initial Debenturewriting to the Trustee. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustees Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Officer’s Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Global Debentures and/or one or more Definitive Debentures at the option of the Corporation. The Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.5(i) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a Person other than the registered holder thereof, as provided in Section 3.2. (j) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, subject to any required regulatory or stock exchange approval, to satisfy all or part of its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustees pursuant to the Common Share Interest Payment Election. (k7) Within 30 days following prior to the occurrence consummation of a Change of Control, and subject to the provisions and conditions of this Section 2.5(ksubsection 2.5(7), the Corporation shall shall, at the discretion of the holders of Initial Debentures, be obligated to make the Change of Control Purchase Offer in writing offer to holders purchase or convert all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (ia) Within Not less than 30 days following prior to the occurrence consummation of a Change of Control, the Corporation shall deliver to the TrusteesTrustee, and the Trustees Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer in writing (specifying the “date on which such Change of Control Purchase Offer”) will occur and the circumstances or events giving rise to such Change of Control, and the Debentureholders shall, in their sole discretion, have the right to require the Corporation to, at the option of the holder of the Initial Debentures, either: (i) purchase, on purchase the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation and U.S. Securities Laws at a price per Initial Debenture equal to 100105% of the principal amount thereof plus unpaid interest to the Maturity Date (the “Offer Price”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “Total Offer Price”); or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). (b) If 90% or more in aggregate principal amount of Initial Debentures into Common Shares outstanding on the date the Corporation provides the Change of Control Notice to holders of the Initial Debentures have been surrendered for purchase pursuant to the Change of Control Offer on the expiration thereof, the Corporation has the right upon written notice provided to the Trustee within 10 days following the expiration of the Change of Control Offer, to redeem all the Initial Debentures remaining outstanding on the expiration of the Change of Control Offer at the Offer Price as at the Change of Control Conversion Purchase Date (the “90% Redemption Right”). (c) Upon receipt of notice that the Corporation has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Initial Debentures, the Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Change of Control Offer that: (i) the Corporation has exercised the 90% Redemption Right and is purchasing all outstanding Initial Debentures effective on the expiry of the Change of Control Offer at the Offer Price. If , and shall include a calculation of the amount payable to such holder as payment of the Offer Price as at the Change of Control Purchase Date; (ii) each such holder must transfer their Initial Debentures to the Trustee on the same terms as those holders that accepted the Change of Control Offer and must send their respective Initial Debentures, duly endorsed for transfer, to the Trustee within 10 days after the sending of such notice; and (iii) the rights of such holder under the terms of the Initial Debentures and this Indenture cease effective as of the date of expiry of the Change of Control Offer provided the Corporation has, on or before the time of notifying the Trustee of the exercise of the 90% Redemption Right, paid the Offer Price to, or to the order of, the Trustee and thereafter the Initial Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder’s Offer Price upon surrender and delivery of such holder’s Initial Debentures in accordance with the Indenture. (d) The Corporation shall, on or before 11:00 a.m. (Vancouver time) on the Business Day immediately prior to the Change of Control Purchase Date, deposit with the Trustee or any paying agent to the order of the Trustee, such sums of money as may be sufficient to pay the Offer Price of the Initial Debentures to be purchased or redeemed by the Corporation on the Change of Control Purchase Date is after (less any tax required by law to be deducted or withheld in respect of accrued and unpaid interest), provided the Corporation may elect to satisfy this requirement by providing the Trustee with a record date wire transfer for such amounts required under this clause 2.5(7)(d). The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such Initial Debentures, the Offer Price to which they are entitled (less any tax required by law to be deducted or withheld in respect of accrued and unpaid interest) on the Corporation’s purchase. (e) In the event that one or more of such Initial Debentures being purchased in accordance with this subsection 2.5(7) becomes subject to purchase in part only, upon surrender of such Initial Debentures for payment of the Offer Price, the Corporation shall execute and the Trustee shall certify or authenticate and deliver without charge to the holder thereof or upon the holder’s order, one or more new Initial Debentures for the payment portion of the principal amount of the Initial Debentures not purchased. (f) Initial Debentures for which holders have accepted the Change of Control Offer and Initial Debentures which the Corporation has elected to redeem in accordance with this subsection 2.5(7) shall become due and payable at the Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect as if it were the date of maturity specified in such Initial Debentures, anything therein or herein to the contrary notwithstanding, and from and after the Change of Control Purchase Date, if the money necessary to purchase or redeem, or the Common Shares necessary to purchase or redeem, the Initial Debentures shall have been deposited as provided in this subsection 2.5(7) and affidavits or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Initial Debentures but on or prior shall cease. If any question shall arise as to an Interest Payment Datewhether any notice has been given as above provided and such deposit made, then such question shall be decided by the interest payable on such date will Trustee whose decision shall be paid to final and binding upon all parties in interest. (g) In case the holder of record any Initial Debenture to be purchased or redeemed in accordance with this subsection 2.5(7) shall fail on or before the Change of Control Purchase Date to so surrender such holder’s Initial Debenture or shall not within such time accept payment of the monies payable, to take delivery of certificates representing such Common Shares issuable in respect thereof, or give such receipt therefor, if any, as the Trustee may require, such monies may be set aside in trust, or such certificates may be held in trust, without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum or the Common Shares so set aside and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited, or take delivery of the certificates so deposited, or both, upon surrender and delivery of such holder’s Initial Debenture. In the event that any money or certificates representing Common Shares required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Initial Debentures on issued hereunder shall remain so deposited for a period of six years from the relevant record date in cash. The “Change of Control Purchase Date” , then such monies, or certificates representing Common Shares, together with any accumulated interest thereon, or any distributions paid thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Corporation and the Trustee shall not be responsible to Debentureholders for any amounts owing to them. (h) Subject to the provisions above related to Initial Debentures purchased in part, all Initial Debentures redeemed and paid under this subsection 2.5(7) shall forthwith be delivered to the Trustee and cancelled and no Initial Debentures shall be issued in substitution therefor. (8) The Initial Debentures shall be subject to escrow as required by Applicable Securities Legislation or stock exchange policies or any escrow conditions the date Issuer with the consent of any underwriter that is 30 Business Days after may assist in the date that Corporation’s initial public offering may impose on the Change Initial Debentures and Underlying Securities. Any Initial Debentures or Underlying Securities required to be held in escrow will be released in accordance with Applicable Securities Legislation, stock exchange polices or the terms of Control Notice the applicable escrow agreement. If any holder of any Debenture shall fail to execute and Change of Control Purchase Offer are delivered deliver an escrow agreement under this subsection, such holder shall be deemed to holders of have surrendered the holder’s Initial DebenturesDebentures or Underlying Securities, as applicable, to the Corporation as a gift for cancellation and will receive no consideration for such cancellation.

Form and Terms of Initial Debentures. (a1) The first series of Debentures (the "Initial Debentures are Debentures") authorized for issue immediately is limited to an aggregate principal amount of up to $22,000,000 8,000,000 and shall be designated as “Floating Rate "5.0% Secured Convertible Unsecured Subordinated Debentures”". (b2) The Initial Debentures shall be dated as of the date of issue of the Initial Debentures Issue Date, and shall mature on December 31Febuary 24, 2020 2025 (the “"Maturity Date” " for the Initial Debentures). (i3) The Initial Debentures shall bear interest from the Issue Date thereof at the Applicable Rate from the date rate of issue, calculated and payable in semi-annual payments in arrears 5.0% per annum (based on the 30th day a year of June and the 31st day 360 days comprised of December in each year computed on the basis of a 365twelve 30-day year. Interest shall be months), (not already converted) payable at the Applicable Rate for each Interest Period from and including the last Interest Payment Date to, but excluding the next Interest Payment Date and the last such payment (representing interest payable from the last Interest Payment Date to on the Maturity Date of the Initial Debentures) will fall due on December 31Debentures (deducting any Tax which the Corporation is required by law to deduct or withhold from such interest payment), 2020. Interest shall accrue payable after as well as before default, with interest on amounts in default or after maturity at the Applicable Ratesame rate, in each case compounded semi-annually, computed on the basis of a 365-day year. For certainty, the first interest payment will include interest accrued and unpaid from and including the date of issue of the Initial Debentures, up to, but excluding, the first Interest Payment Date. (ii) The interest rate for the Initial Debentures during each Interest Period (the “Applicable Rate”) shall be not less than 8.50% per annum and not more than 13.50% per annum and shall fluctuate at a rate per annum from Interest Period to Interest Period, based on the simple average of the Ux Weekly Indicator (Spot Price) (the “UxC U3O8 Weekly Indicator Price”) published by the Ux Consulting Company, LLC during the applicable Interest Period according to the table below: (iii) For each Interest Period terminating on June 30, the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from January 1 to but excluding June 15 of that year. For each Interest Period terminating on December 31, the interest rate applicable to such period shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from July 1 to but excluding December 15 of that year. In the case of a conversion of Debentures, a Redemption or a Change of Control, the Applicable Rate shall be based on the simple average of the UxC U3O8 Weekly Indicator Price from the first date of the applicable semi-annual period to the date that is 15 days before the Date of Conversion, Redemption Date or the date of the Change of Control Notice, as applicable. (iv) In the event that the UxC U3O8 Weekly Indicator Price ceases to exist, calculations will be based on another widely recognized uranium average price such as TradeTech, LLC or Bloomberg, to be determined by the Corporation. (v) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. (vi) . The record dates date for the payment of interest on the Initial Debentures will be that date which is five Business Days prior to the close of business on the Business Day immediately preceding the applicable Interest Payment Maturity Date. (d) At any time prior to the Maturity Date of the Initial Debentures, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 100% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. In connection with the redemption of the Initial Debentures pursuant to this Section 2.5(d), the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the principal amount of such Initial Debentures by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. Any accrued and unpaid interest on such Initial Debentures to be redeemed will be paid in cash. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (e) In addition, at any time after June 30, 2019 and prior to the Maturity Date of the Initial Debentures, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to 101% (expressed as a percentage of their principal amount) plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. Notwithstanding anything in this Indenture to the contrary, in connection with the redemption of the Initial Debentures pursuant to this Section 2.5(e), the Redemption Price (including accrued and unpaid interest) shall be paid in cash only. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. (f4) The Initial Debentures will be subordinated to the Senior Indebtedness direct secured obligations of the Corporation in accordance with the provisions of Article 5Corporation. In accordance with Section 2.13, the The Initial Debentures will rank pari passu in right of payment of principal and interest with each all other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture the Offering (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future subordinated and unsecured indebtedness of the Corporation, other than Senior Indebtedness). (g5) Upon and subject to the provisions and conditions of Section 3.6, Section 3.7 and Article 6 and Section 3.96, the holder of each Initial Debenture shall have Debentures may be converted into the right at such holder’s option, at any time prior Underlying Securities on the following terms and subject to the close following conditions: (a) In the event the Corporation completes a Public Listing and upon giving the Debentureholders advance written notice by way of business a news release and concurrently providing a written notice to the Trustee in accordance with Section 13.3 (the "Forced Conversion Notice"), the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (the "Conversion Amount") will automatically convert and the Initial Debentures will be deemed surrendered without any further action on the earlier part of the Debentureholder, into the Underlying Securities at a conversion price (the "Conversion Price") equal to the lesser of (i) a 40% discount to the Business Day immediately preceding the Maturity Date of the Initial DebenturesIPO Price; or and (ii) $4.00, and such Underlying Securities issued shall be subject to a six month hold period from the fifth Business Day immediately preceding completion of such Public Listing, or such other length of time as may be determined by the Redemption Date if Corporation at the Initial Debentures are called for redemption by notice time of the Public Listing. The Underlying Securities to be allotted and issued to the holders relevant Debentureholder pursuant to such conversion shall be determined by dividing the Conversion Amount by the Conversion Price. Such allotment and issue shall be in full satisfaction and discharge of Initial Debentures in accordance with Sections 2.5(dthe Conversion Amount so converted. (b) and 4.3 The effective date for the forced conversion (the earlier of which will "Forced Conversion Date") shall be the “Time of Expiry” for date the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of Corporation completes a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. Public Listing. (c) The Conversion Price in effect on the date hereof for each Common Share Underlying Security to be issued upon the conversion of Initial Debentures shall be equal to $4.15 such that approximately 240.96 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so convertedas set out in Section 2.5(a). Except as provided below, no adjustment in the number of Common Shares the Underlying Securities to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares Underlying Securities will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date date of Conversionconversion, provided, however, that the Corporation shall not be required to make any payment of less than $5.004.00. The Conversion Price applicable to, and the Common Shares, securities Underlying Securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. The 6.2. (d) If any Initial Debenture becomes issuable after the Forced Conversion Price will Date, such Initial Debenture shall not be adjusted for accrued interest on issued, and the Debentures. Holders converting Debentures Person that would otherwise have been entitled to receive such Initial Debenture shall instead receive accrued and unpaid interest thereon from the period number of the last Interest Payment Date prior Common Shares that such Person would be entitled to the Date receive upon conversion of Conversion to the date that is one Business Day prior to the Date of Conversion. Notwithstanding any other provisions of such Initial Debenture in accordance with this Indenture, if a Debenture is surrendered as adjusted in accordance with Section 6.2 (including, for conversion on an Interest Payment Date or during greater certainty, in connection with any event occurring after the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Forced Conversion Date. A ). (e) An Initial Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.5(ksubsection 2.5(7) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (h) On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 2.5, Section 4.6 and Section 4.10, as applicable, and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “Maturity Notice”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. Any accrued and unpaid interest on such Initial Debentures to be redeemed or repaid will be paid in cash. (i6) The Initial Debentures shall be issued in denominations of $1,000 100 and integral multiples of $1,000100. Each Initial Debenture and the certificate of the Trustees Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A” (provided that Initial Debentures issued in the form of Definitive Debentures shall be issued without the Global Debenture Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto), with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined more particularly specified by the Board of Directors executing such Initial Debenture Corporation in accordance with Section 2.8, as conclusively evidenced by their execution of an Initial Debenturewriting to the Trustee. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustees Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers’ Officer's Certificate. The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another. The Initial Debentures shall be issued in the form of one or more Global Debentures and/or one or more Definitive Debentures at the option of the Corporation. The Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.5(i) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2. The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a Person other than the registered holder thereof, as provided in Section 3.2. (j) Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, subject to any required regulatory or stock exchange approval, to satisfy all or part of its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustees pursuant to the Common Share Interest Payment Election. (k7) Within 30 days following prior to the occurrence consummation of a Change of Control, and subject to the provisions and conditions of this Section 2.5(ksubsection 2.5(7), the Corporation shall shall, at the discretion of the holders of Initial Debentures, be obligated to make the Change of Control Purchase Offer in writing offer to holders purchase or convert all of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below: (ia) Within Not less than 30 days following prior to the occurrence consummation of a Change of Control, the Corporation shall deliver to the TrusteesTrustee, and the Trustees Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a of the Change of Control and (a "Change of Control Notice") specifying the date on which such Change of Control occurred will occur and the circumstances or events giving rise to such Change of Control (a “Change of Control Notice”) together with an offer Control, and the Debentureholders shall, in writing (their sole discretion, have the “Change of Control Purchase Offer”) right to require the Corporation to, at the option of the holder of the Initial Debentures, either: (i) purchasepurchase the Debentures at 100% of the principal amount thereof plus unpaid interest to the Maturity Date (the "Offer Price"); or (ii) convert the Debentures at a price equal to the price per Common Share paid for the Common Shares being acquired as part of the Change of Control (the "Change of Control Offer"). (b) If 90% or more in aggregate principal amount of Initial Debentures outstanding on the date the Corporation provides the Change of Control Notice to holders of the Initial Debentures have been surrendered for purchase pursuant to the Change of Control Offer on the expiration thereof, the Corporation has the right upon written notice provided to the Trustee within 10 days following the expiration of the Change of Control Offer, to redeem all the Initial Debentures remaining outstanding on the expiration of the Change of Control Offer at the Offer Price as at the Change of Control Purchase Date (the "90% Redemption Right"). (c) Upon receipt of notice that the Corporation has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Initial Debentures, the Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Change of Control Offer that: (i) the Corporation has exercised the 90% Redemption Right and is purchasing all outstanding Initial Debentures effective on the expiry of the Change of Control Offer at the Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Offer Price as at the Change of Control Purchase Date; (ii) each such holder must transfer their Initial Debentures to the Trustee on the same terms as those holders that accepted the Change of Control Offer and must send their respective Initial Debentures, duly endorsed for transfer, to the Trustee within 10 days after the sending of such notice; and (iii) the rights of such holder under the terms of the Initial Debentures and this Indenture cease effective as of the date of expiry of the Change of Control Offer provided the Corporation has, on or before the time of notifying the Trustee of the exercise of the 90% Redemption Right, paid the Offer Price to, or to the order of, the Trustee and thereafter the Initial Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder's Offer Price upon surrender and delivery of such holder's Initial Debentures in accordance with the Indenture. (d) The Corporation shall, on or before 10:00 a.m. (Calgary time) on the Business Day immediately prior to the Change of Control Purchase Date, deposit with the Trustee or any paying agent to the order of the Trustee, such sums of money as may be sufficient to pay the Offer Price of the Initial Debentures to be purchased or redeemed by the Corporation on the Change of Control Purchase Date (as defined belowless any tax required by law to be deducted or withheld in respect thereof), all provided the Corporation may elect to satisfy this requirement by providing the Trustee with a wire transfer for such amounts required under this clause 2.5(7)(d). The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any reasonable charges or expenses which may be incurred by the Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such Initial Debentures, the Offer Price to which they are entitled (less any tax required by law to be deducted or any withheld in respect of accrued and unpaid interest) on the Corporation's purchase. (e) In the event that one or more of such Initial Debentures being purchased in accordance with this subsection 2.5(7) becomes subject to purchase in part only, upon surrender of such Initial Debentures for payment of the Offer Price, the Corporation shall execute and the Trustee shall certify or authenticate and deliver without charge to the holder thereof or upon the holder's order, one or more new Initial Debentures for the portion actually tendered to such offer) of the principal amount of the Initial Debentures then outstanding from not purchased. (f) Initial Debentures for which holders have accepted the holders thereof made Change of Control Offer and Initial Debentures which the Corporation has elected to redeem in accordance with this subsection 2.5(7) shall become due and payable at the requirements Offer Price on the Change of Applicable Securities Legislation Control Purchase Date, in the same manner and U.S. Securities Laws at a price per with the same effect as if it were the date of maturity specified in such Initial Debentures, anything therein or herein to the contrary notwithstanding, and from and after the Change of Control Purchase Date, if the money necessary to purchase or redeem, or the Common Shares necessary to purchase or redeem, the Initial Debentures shall have been deposited as provided in this subsection 2.5(7) and affidavits or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Initial Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest. (g) In case the holder of any Initial Debenture equal to 100% of the principal amount thereof (the “Offer Price”be purchased or redeemed in accordance with this subsection 2.5(7) plus accrued and unpaid interest shall fail on such Initial Debentures up to, but excluding, or before the Change of Control Purchase Date (collectivelyto so surrender such holder's Initial Debenture or shall not within such time accept payment of the monies payable, to take delivery of certificates representing such Common Shares issuable in respect thereof, or give such receipt therefor, if any, as the “Total Offer Price”); Trustee may require, such monies may be set aside in trust, or (ii) convert such certificates may be held in trust, without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum or the Common Shares so set aside and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited, or take delivery of the certificates so deposited, or both, upon surrender and delivery of such holder's Initial Debenture. In the event that any money or certificates representing Common Shares required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Initial Debentures into Common Shares at issued hereunder shall remain so deposited for a period of six years from the Change of Control Conversion Price. If such Change of Control Purchase Date is after a record date for the payment of interest on the Initial Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date in cash. The “Change of Control Purchase Date” , then such monies, or certificates representing Common Shares, together with any accumulated interest thereon, or any distributions paid thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Corporation and the Trustee shall not be responsible to Debentureholders for any amounts owing to them. (h) Subject to the provisions above related to Initial Debentures purchased in part, all Initial Debentures redeemed and paid under this subsection 2.5(7) shall forthwith be delivered to the Trustee and cancelled and no Initial Debentures shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debenturesissued in substitution therefor.