Common use of ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES Clause in Contracts

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco shall deposit with the Depositary, for the benefit of the Shareholders who ultimately exchanged their PTI Common Shares for Exchangeable Shares pursuant to the Arrangement, certificates representing the Exchangeable Shares issued pursuant to the Arrangement upon the exchange. Upon surrender to the Depositary of a certificate which immediately prior to the Effective Time represented outstanding PTI Common Shares, and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall forthwith deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive pursuant to the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3), and any certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of PTI Common Shares which is not registered in the transfer records of PTI, a certificate representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall be delivered to a transferee if the certificate representing such PTI Common Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented outstanding PTI Common Shares shall be deemed at any time after the Effective Time, but subject to Section 4.8, to represent only the right to receive upon such surrender (a) the certificate representing Exchangeable Shares as contemplated by this Section 4.1, (b) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.3 and (c) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.2.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco MG shall deposit with make available to the Depositary, for holders of MG Shares and the benefit holders of the Shareholders who ultimately Options exchanged their PTI Common Shares for Exchangeable Shares pursuant to the Arrangementsubsections 2.1(c) and (d), certificates representing the Exchangeable Shares issued pursuant to the Arrangement subsections 2.1(c) and (d) upon the exchange. Upon surrender to the Depositary MG of a certificate which immediately prior to the Effective Time represented outstanding PTI Common Shares, MG Shares together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the NBBCA and the by-laws of MG in the case of the MG Shares and surrender of the agreement creating the Options in the case of the Options and such additional documents and instruments as the Depositary MG may reasonably require, the holder of such surrendered certificate or Option Agreements shall be entitled to receive in exchange therefor, and the Depositary MG shall forthwith deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive pursuant to the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 4.2 3.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.33.3), and any the certificate or Option Agreement so surrendered shall forthwith be canceled. In the event of a transfer of ownership of PTI Common MG Shares which is not registered in the transfer records of PTIMG, a certificate representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall may be delivered issued to a transferee if the certificate representing such PTI Common MG Shares is presented to the DepositaryMG, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.13.1, each certificate which immediately prior to the Effective Time represented outstanding PTI Common Shares MG Shares, shall be deemed at any time after the Effective Time, but subject to Section 4.83.5, to represent only the right to receive upon such surrender (a) the certificate representing Exchangeable Shares as contemplated by this Section 4.13.1, (b) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.3 3.3 and (c) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.23.2.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco Acquisitionco shall deposit with the DepositaryTransfer Agent, for the benefit of the Shareholders who ultimately exchanged their PTI Common holders of Franco-Nevada Shares for Exchangeable Shares pursuant to and of the ArrangementHoldco Shareholders, certificates representing the that number of whole Exchangeable Shares issued pursuant to issuable under the Arrangement upon the exchangeArrangement. Upon surrender to the Depositary Transfer Agent for cancellation of a certificate which immediately prior to the Effective Time represented outstanding PTI Common SharesFranco-Nevada Shares or Holdco Shares that were transferred for Exchangeable Shares under the Arrangement, together with a duly completed Letter of Transmittal and Election Form or a Holdco Letter of Transmittal and Election Form, as the case may be, and such additional other documents and instruments as the Depositary Transfer Agent may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange thereforreceive, and after the Depositary Effective Time the Transfer Agent shall forthwith deliver to such holderperson, a certificate certificates registered in the name of such person representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right person is entitled to receive pursuant to the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3(S)4.4, less any amounts withheld pursuant to (S)4.7), and any certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of PTI Common such Franco-Nevada Shares which is was not registered in the transfer records of PTIFranco-Nevada, a certificate certificates representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant issuable in exchange for such Franco-Nevada Shares may be registered in the name of and issued to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall be delivered to a the transferee if the certificate representing such PTI Common Franco-Nevada Shares is presented to the DepositaryTransfer Agent, accompanied by a duly completed Letter of Transmittal and Election Form or Holdco Letter of Transmittal and Election Form, as the case may be, and all documents required to evidence and effect such transfer. Until Without limiting the provisions of (S)2.7 and 4.6, until surrendered as contemplated by this Section 4.1(S)4.1, each certificate certificate, which immediately prior to the Effective Time represented one or more outstanding PTI Common Franco-Nevada Shares that, under the Arrangement, were exchanged for Exchangeable Shares pursuant to (S)2.3, shall be deemed at any time all times after the Effective Time, but subject to Section 4.8, Time to represent only the right to receive upon such surrender (ai) the a certificate representing the Exchangeable Shares as contemplated by this Section 4.1(S)4.1, (bii) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.3 under (S)4.4 and (ciii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to the Exchangeable Shares as contemplated by Section 4.2(S)4.3, in each case less any amounts withheld pursuant to (S)4.7.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco CCo Sub shall deposit with the Depositary, for the benefit of the Shareholders who ultimately exchanged their PTI ECo Common Shares for Exchangeable Shares pursuant to the Arrangement, certificates representing the Exchangeable Shares issued pursuant to the Arrangement upon the exchange. Upon surrender to the Depositary of a certificate which immediately prior to the Effective Time represented outstanding PTI ECo Common Shares, and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall forthwith deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive pursuant to the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3), and any certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of PTI ECo Common Shares which is not registered in the transfer records of PTIECo, a certificate representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall be delivered to a transferee if the certificate representing such PTI ECo Common Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented outstanding PTI ECo Common Shares shall be deemed at any time after the Effective Time, but subject to Section 4.84.5, to represent only the right to receive upon such surrender (a) the certificate representing Exchangeable Shares as contemplated by this Section 4.1, (b) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.3 and (c) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.2.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco the Company shall deposit with the DepositaryTransfer Agent, for the benefit of the Shareholders holders of Target Shares who ultimately exchanged their PTI Common Shares for will receive Exchangeable Shares pursuant to in connection with the Arrangement, certificates representing the Exchangeable Shares issued to such holders pursuant to the Arrangement upon the exchangesubsection 2.1(b) in exchange for outstanding Target Shares. Upon surrender to the Depositary Transfer Agent for cancellation of a certificate which immediately prior to the Effective Time represented outstanding PTI Common SharesTarget Shares that were exchanged for Exchangeable Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the Target Shares formerly represented by such certificate under the BC Company Act and the articles of Target and such additional documents and instruments as the Depositary Transfer Agent may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary Transfer Agent shall forthwith deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares Shares, which such holder has the right to receive pursuant to the Arrangement subsection 2.1(b) hereof (together with any dividends or distributions with respect thereto pursuant to Section 4.2 section 4.3 and any cash in lieu of fractional Exchangeable Shares Shares, pursuant to Section 4.3section 4.4), and any the certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of PTI Common Target Shares which is not registered in the transfer records of PTITarget, a certificate representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall may be delivered issued to a transferee if the certificate representing such PTI Common Target Shares is presented to the DepositaryTransfer Agent, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section section 4.1, each certificate which immediately prior to the Effective Time represented one or more outstanding PTI Common Target Shares that were exchanged for one or more Exchangeable Shares shall be deemed at any time after the Effective Time, but subject to Section 4.8, Time to represent only the right to receive upon such surrender (ai) the a certificate representing Exchangeable Shares Shares, as contemplated by this Section section 4.1, (bii) a cash payment in lieu of any fractional Exchangeable Shares Shares, as contemplated by Section 4.3 section 4.4, and (ciii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares Shares, as contemplated by Section 4.2section 4.3.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco Exchangeco shall deposit with the Depositary, for the benefit of the Shareholders who ultimately exchanged their PTI holders of Elected Company Common Shares for Exchangeable Shares transferred pursuant to the Arrangementsubsection 2.1(a) to Exchangeco, certificates representing the Exchangeable Shares issued pursuant to the Arrangement upon the exchangesubsection 2.1(a) in exchange for outstanding Elected Company Common Shares. Upon surrender to the Depositary of a certificate the certificates which immediately prior to the Effective Time represented outstanding PTI Company Common Shares, Shares together which such other documents and instruments as are required to effect the transfer of the shares formerly represented by such certificate under the ABCA and the by-laws of the Company and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall forthwith deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive pursuant to the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 4.2 4.3 and any cash in lieu of fractional shares of Exchangeable Shares pursuant to Section 4.34.4), and any certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of PTI Company Common Shares which is not registered in the transfer records of PTIthe Company, a certificate representing the proper number of shares of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant to Section 4.2 4.3 and any cash in lieu of fractional shares of Exchangeable Shares pursuant to Section 4.34.4) shall be delivered to a transferee if the certificate representing such PTI Company Common Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented outstanding PTI Company Common Shares that were transferred pursuant to subsection 2.1(a) to Exchangeco shall be deemed at any time after the Effective Time, but subject to Section 4.84.6, to represent only the right to receive upon such surrender (a) the certificate representing Exchangeable Shares as contemplated by this Section 4.1, (b) a cash payment in lieu of any fractional shares of Exchangeable Shares as contemplated by Section 4.3 4.4 and (c) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.24.3.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco Exchangeco shall deposit with the DepositaryAgent, for the benefit of the Shareholders who ultimately exchanged their PTI holders of Trimark Common Shares for Exchangeable Shares pursuant to and of the ArrangementHoldco Shareholders, certificates representing the that number of whole Exchangeable Shares issued pursuant to issuable under the Arrangement upon the exchangeArrangement. Upon surrender to the Depositary Agent for cancellation of a certificate which immediately prior to the Effective Time represented outstanding PTI Trimark Common SharesShares or Holdco Shares that were transferred for Exchangeable Shares under the Arrangement, together with a duly completed Letter of Transmittal and Election Form or a Holdco Letter of Transmittal and Election Form, as the case may be, and such additional other documents and instruments as the Depositary Agent may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange thereforreceive, and after the Depositary Effective Time the Agent shall forthwith deliver to such holderPerson, a certificate certificates registered in the name of such Person representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right Person is entitled to receive pursuant to the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 4.2 section 4.5 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3section 4.6, less any amounts withheld pursuant to section 4.9), and any certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of PTI such Trimark Common Shares which is was not registered in the transfer records of PTITrimark, a certificate certificates representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant issuable in exchange for such Trimark Common Shares may be registered in the name of and issued to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall be delivered to a the transferee if the certificate representing such PTI Trimark Common Shares is presented to the DepositaryAgent, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.1section 4.3, each certificate which immediately prior to the Effective Time represented one or more outstanding PTI Trimark Common Shares that, under the Arrangement, were exchanged for Exchangeable Shares pursuant to section 2.2 shall be deemed at any time all times after the Effective Time, but subject to Section 4.8, Time to represent only the right to receive upon such surrender (ai) the a certificate representing the Exchangeable Shares as contemplated by this Section 4.1section 4.3, (bii) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.3 section 4.6 and (ciii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to the Exchangeable Shares as contemplated by Section 4.2section 4.5, in each case less any amounts withheld pursuant to section 4.9.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco shall ExchangeCo will deposit with the DepositaryCompany, for the benefit of the Shareholders who ultimately exchanged their PTI holders of Common Shares for who will receive Exchangeable Shares pursuant to in connection with the Arrangement, certificates representing the Exchangeable Shares issued pursuant to the Arrangement upon the exchangeSection 2.2(a) or Section 2.2(b) in exchange for Exchangeable Elected Shares. Upon surrender to the Depositary Company for cancellation of a certificate which immediately prior to the Effective Time represented outstanding PTI one or more Exchangeable Elected Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the Common Shares, Shares formerly represented by such certificate under the CBCA and the by-laws of the Company and such additional documents and instruments as the Depositary Company may reasonably require, the holder of such surrendered certificate shall will be entitled to receive in exchange therefortherefore, and the Depositary shall forthwith Company will deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive pursuant to the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3), and any the certificate so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of PTI Common Shares which that is not registered in the transfer records of PTIthe Company, a certificate representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant may be issued to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall be delivered to a the transferee if the certificate representing such PTI Common Shares is presented to the DepositaryCompany, accompanied by all documents required to evidence and effect such transfertransfer under the CBCA and the by-laws of the Company and such additional documents and instruments as the Company may reasonably require. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented outstanding PTI Common Exchangeable Elected Shares shall will be deemed at any time all times after the Effective Time, but subject to Section 4.8, Time to represent only the right to receive upon such surrender (ai) the certificate representing Exchangeable Shares as contemplated by this Section 4.1, (b) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.3 and (cii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Common Shares or Exchangeable Shares as contemplated by Section 4.24.3.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco NPS - Allelix Inc. shall deposit with the Depositary, for the benefit of the Shareholders who ultimately exchanged their PTI holders of Allelix Common Shares for who will receive Exchangeable Shares pursuant to in connection with the Arrangement, certificates representing the that number of whole Exchangeable Shares issued to be delivered pursuant to the Arrangement Section 2.2 upon the exchangeexchange of Allelix Common Shares. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding PTI Allelix Common SharesShares that were exchanged for Exchangeable Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the OBCA and the articles and by-laws of Allelix and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall forthwith deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive pursuant to the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 4.2 4.3 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.34.4), and any the certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of PTI Allelix Common Shares which that is not registered in the transfer records of PTIAllelix, a certificate representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant may be issued to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall be delivered to a the transferee if the certificate representing such PTI Allelix Common Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented outstanding PTI Allelix Common Shares that were exchanged for Exchangeable Shares shall be deemed at any time all times after the Effective Time, but subject to Section 4.8, Time to represent only the right to receive upon such surrender (ai) the certificate representing Exchangeable Shares as contemplated by this Section 4.1, (bii) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.3 4.4 and (ciii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.3. Issuance of Certificates representing NPS Common Shares At or promptly after the Effective Time, NPS - Allelix Inc. shall deposit with the Depositary, for the benefit of the holders of Allelix Common Shares who will receive NPS Common Shares in connection with the Arrangement, certificates representing that whole number of NPS Common Shares to be delivered pursuant to Section 2.2 upon the exchange of Allelix Common Shares. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Allelix Common Shares that were exchanged for NPS Common Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the OBCA, the articles and by-laws of Allelix and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of NPS Common Shares which such holder has the right to receive (together with any dividends or distributions with respect thereto pursuant to Section 4.3 and any cash in lieu of fractional NPS Common Shares pursuant to Section 4.4), and the certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Allelix Common Shares which is not registered in the transfer records of Allelix, a certificate representing the proper number of NPS Common Shares may be issued to the transferee if the certificate representing such Allelix Common Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.2., each certificate which immediately prior to the Effective Time represented one or more outstanding Allelix Common Shares that were exchanged for NPS Common Shares shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (i) the certificate representing NPS Common Shares as contemplated by this Section 4.2, (ii) a cash payment in lieu of any fractional NPS Common Shares as contemplated by Section 4.4 and (iii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to NPS Common Shares as contemplated by Section 4.3. Distributions with Respect to Unsurrendered Certificates

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco Exchangeco shall deposit with the Depositary, for the benefit of the Shareholders holders of Molson Shares who ultimately exchanged their PTI Common Shares for will receive Exchangeable Shares pursuant to in connection with the Arrangement, certificates representing the that number of whole Exchangeable Shares issued to be delivered pursuant to the Arrangement section 2.2 upon the exchangeexchange of Molson Shares. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding PTI Common SharesMolson Shares that were exchanged for, or for consideration that includes, Exchangeable Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the CBCA and the by-laws of Molson, and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall forthwith deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of the appropriate class of Exchangeable Shares which such holder has the right to receive pursuant to the Arrangement (together with any certificates representing Coors Common Stock pursuant to section 4.2, any dividends or distributions with respect thereto pursuant to Section 4.2 section 4.3 and any cash in lieu respect of a fractional Exchangeable Shares interest in a share pursuant to Section 4.3section 4.4, in each case less any amounts withheld pursuant to section 4.7 hereof), and any the certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of PTI Common Molson Shares which that is not registered in the transfer records of PTIMolson, a certificate representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant may be issued to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall be delivered to a the transferee if the certificate representing such PTI Common Molson Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section section 4.1, each certificate which immediately prior to the Effective Time represented outstanding PTI Common Molson Shares that were exchanged for, or for consideration that includes, Exchangeable Shares shall be deemed at any time all times after the Effective Time, but subject to Section 4.8, Time to represent only the right to receive upon such surrender (ai) the certificate representing Exchangeable Shares as contemplated by this Section section 4.1, (bii) the certificate representing any shares of Coors Common Stock the holder is entitled to pursuant to section 4.2, (iii) a cash payment in lieu respect of any fractional Exchangeable Shares interest in a share as contemplated by Section 4.3 section 4.4 and (civ) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares such shares as contemplated by Section 4.2section 4.3, in each case less any amounts withheld pursuant to section 4.7.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco Bowater Canada shall deposit with the Depositary, for the benefit of the Shareholders who ultimately exchanged their PTI holders of Avenor Common Shares for who will receive Exchangeable Shares pursuant to in connection with the Arrangement, certificates representing the Exchangeable Shares issued pursuant to the Arrangement Section 2.1 upon the exchangeexchange of Avenor Common Shares. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding PTI one or more Avenor Common SharesShares that were exchanged for one or more Exchangeable Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the Act and the by-laws of Avenor and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall forthwith deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive pursuant to the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 4.2 4.4 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.34.5 and as a result of the operation of Section 2.3), and any the certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of PTI Avenor Common Shares which that is not registered in the transfer records of PTIAvenor, a certificate representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant may be issued to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall be delivered to a the transferee if the certificate representing such PTI Avenor Common Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented outstanding PTI Avenor Common Shares that were exchanged for Exchangeable Shares shall be deemed at any time after the Effective Time, but subject to Section 4.8, Time to represent only the right to receive upon such surrender (ai) the certificate representing Exchangeable Shares as contemplated by this Section 4.1, (bii) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.3 4.5 and a cash payment as a result of the operation of Section 2.3, and (ciii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.24.4.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, PTI Holdco Bowater Canada shall deposit with the Depositary, for the benefit of the Shareholders who ultimately exchanged their PTI holders of Avenor Common Shares for who will receive Exchangeable Shares pursuant to in connection with the Arrangement, certificates representing the Exchangeable Shares issued pursuant to the Arrangement Section 2.1 upon the exchangeexchange of Avenor Common Shares. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding PTI one or more Avenor Common SharesShares that were exchanged for one or more Exchangeable Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the Act and the by-laws of Avenor and such additional documents and instruments as the I-5 63 Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall forthwith deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares which such holder has the right to receive pursuant to the Arrangement (together with any dividends or distributions with respect thereto pursuant to Section 4.2 4.4 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.34.5 and as a result of the operation of Section 2.3), and any the certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of PTI Avenor Common Shares which that is not registered in the transfer records of PTIAvenor, a certificate representing the proper number of Exchangeable Shares (together with any dividends or distributions with respect thereto pursuant may be issued to Section 4.2 and any cash in lieu of fractional Exchangeable Shares pursuant to Section 4.3) shall be delivered to a the transferee if the certificate representing such PTI Avenor Common Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented outstanding PTI Avenor Common Shares that were exchanged for Exchangeable Shares shall be deemed at any time after the Effective Time, but subject to Section 4.8, Time to represent only the right to receive upon such surrender (ai) the certificate representing Exchangeable Shares as contemplated by this Section 4.1, (bii) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by Section 4.3 4.5 and a cash payment as a result of the operation of Section 2.3, and (ciii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by Section 4.24.