Common use of Method of Exercise of Special Warrants Clause in Contracts

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agency, after the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise form attached as Appendix 1 to the Special Warrant Certificate (attached hereto as Schedule “A”). A Special Warrant Certificate with the duly completed and executed exercise form referred to in this Section 3.1(a) will be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Special Warrant Agent at the Special Warrant Agency. (b) Any exercise form referred to in Section 3.1(a) will be signed by the Special Warrantholder and will specify: (i) the number of Units which the holder wishes to acquire (being not more than the number of Units which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names the Units to be acquired upon exercise of the Special Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special Warrantholder, the Special Warrantholder will pay to the Company or the Special Warrant Agent on behalf of the Company, all applicable transfer or stamp taxes or government or other similar charges and the Company will not be required to issue or deliver certificates evidencing Units unless or until such Special Warrantholder has paid to the Company, or the Special Warrant Agent on behalf of the Company, the amount of such tax or charge or will have established to the satisfaction of the Company that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his, her or its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the Beneficial Owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System including CDS, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a U.S. Person or a person in the United States, and (C) did not execute or deliver the notice of the owner’s intention to exercise such Special Warrants in the United States. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followed. (d) By causing a Participant to deliver notice to the Depository, a Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Special Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Company has appointed the Special Warrant Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Company may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) If the exercise form set forth in the Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation is not received by the Special Warrant Agent on a date that is earlier than the Expiry Time, then at the Expiry Time the Special Warrants will be automatically exercised into Units pursuant to Section 3.7 herein.

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agency, after the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise form attached as Appendix 1 to the Special Warrant Certificate (attached hereto as Schedule “A”)form. A Special Warrant Certificate with the duly completed and executed exercise form referred to in this Section subsection 3.1(a) will be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Special Warrant Agent at the Special Warrant Agency. (b) Any exercise form referred to in Section subsection 3.1(a) will be signed by the Special Warrantholder and will specify: (i) the number of Units which the holder wishes to acquire (being not more than the number of Units which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names the Units Unit Shares and the Warrants to be acquired upon exercise of the Special Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Units Unit Shares and Warrants to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special Warrantholder, the Special Warrantholder will pay to the Company Corporation or the Special Warrant Agent on behalf of the CompanyCorporation, all applicable transfer or stamp taxes or government or other similar charges and the Company Corporation will not be required to issue or deliver certificates evidencing Units unless or until such Special Warrantholder has paid to the CompanyCorporation, or the Special Warrant Agent on behalf of the CompanyCorporation, the amount of such tax or charge or will have established to the satisfaction of the Company Corporation that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his, his or her or its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the Beneficial Ownerowner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System System, including CDS, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a U.S. Person or a person in the United States, and (C) did not execute or deliver the notice of the owner’s intention to exercise such Special Warrants in the United States. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followedCDSX. (d) By causing a Participant to deliver notice to the Depository, a Beneficial Owner Special Warrantholder shall be deemed to have irrevocably surrendered his, his or her or its Special Warrants so exercised and appointed such Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial OwnerSpecial Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Company Corporation or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Company Corporation has appointed the principal offices of the Special Warrant Agency Agent in Vancouver, British Columbia as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Company Corporation may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) If the exercise form set forth in the Any Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form with respect to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If which a Confirmation is not received by the Special Warrant Agent on a date that is earlier than the Expiry Time, then at before the Expiry Time the shall be deemed to have expired and become void and all rights with respect to such Special Warrants will shall terminate and be automatically exercised into Units pursuant to Section 3.7 hereincancelled.

Method of Exercise of Special Warrants. (a1) The holder Subject always to the provisions of this Article 3 and compliance by both the Company and the Holder with applicable law, the Holder of any Special Warrant Certificates may exercise the right thereby conferred on such holder him to acquire Units one Unit (as evidenced by such subject to adjustment pursuant to subsection or ) in respect of each Special Warrant Certificate) held without further payment (except as may be required by subsection by surrendering to the Special Trustee at the Warrant Agent at Agency the Special Warrant AgencyCertificate(s) held by him, after together with the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise form attached as Appendix 1 to forming part of the Special Warrant Certificate (attached hereto as Schedule “A”)the "Exercise Form") duly completed and executed by the Holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Trustee, acting reasonably. A Special Warrant Certificate with the duly completed and executed exercise form referred to in this Section 3.1(a) will Exercise Form shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Special Warrant Agent Trustee at the Special Warrant Agency. (b2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(a) will be signed by the Special Warrantholder subsection and will shall specify: (ia) the number of Units which the holder Holder wishes to acquire (being not more than the that number of Units which the holder he is entitled to acquire pursuant to the Special Warrant Certificate(s) so surrendered);; and (iib) the person or persons in whose name or names the such Units to be acquired upon exercise of the Special Warrants are to be issued; (iii, the address(es) the address or addresses of such person or persons; and (ivperson(s) and the number of Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons person(s) other than the Special WarrantholderHolder, the Special Warrantholder will signature set out in the Exercise Form shall be guaranteed by a Canadian chartered bank, a Canadian trust company, medallion guaranteed by a recognized medallion signature guarantee program or in any other manner satisfactory to the Trustee, and the Holder shall pay or cause to be paid to the Company or the Special Warrant Agent on behalf of the Company, Trustee all applicable transfer or stamp taxes or government or other similar charges taxes, if any, and the Company will shall not be required to issue or deliver certificates evidencing the said Units unless or until such Special Warrantholder has Holder shall have paid to the Company, Company or the Special Warrant Agent Trustee on behalf of the Company, Company the amount of such tax or charge or will shall have established to the satisfaction of the Company that such tax or charge has been paid or that no tax is due. (c3) A Beneficial Owner of Any Special Warrants issued not exercised at the Expiry Time in uncertificated form evidenced by accordance with the provisions hereof and, if a security entitlement Default has occurred, in respect of which an election form has been received by the Trustee in accordance with subsection hereof, shall be deemed to have been exercised by such Holder without any further action on the Holder's part into Units immediately prior to the Expiry Time. In the event of such deemed exercise, the Holder need not surrender the certificate representing his Special Warrants in the Book-Entry Only System who desires to exercise his, her or its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of Trustee. (4) If the entitlement holder, notice of the Beneficial Owner’s intention to exercise Special Warrants in a manner acceptable Release Conditions have been satisfied prior to the DepositoryRelease Deadline, the Company and GMP shall forthwith deliver an executed Release Certificate to the Trustee and if the Release Conditions have not been satisfied prior to the Release Deadline, the Company shall forthwith deliver a Default Notice to the Underwriters and the Trustee, all in accordance with subsection . Forthwith upon Upon receipt by the Depository Trustee of such noticeeither of the notices referred to in this subsection , the Depository Trustee shall deliver forthwith give notice to the Holders as to whether the Release Conditions have been met in the manner set forth in section and, in the case of the non-satisfaction of the Release Conditions prior to the Release Deadline, in accordance with the provisions of . (5) The certificates representing the Special Warrants and all certificates issued in exchange therefor or in substitution thereof prior to four months plus a day after their date of issuance shall bear the following legend: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [THE DATE WHICH IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE OF THE SPECIAL WARRANTS]." (6) The certificates representing any Common Shares and Warrants making up the Units issuable upon exercise of the Special Warrants, all certificates representing Common Shares issuable upon the exercise of the Warrants and all certificates issued in exchange therefor or in substitution thereof prior to four months plus a day after the date of issuance of the Special Warrants shall bear the following legends: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [THE DATE WHICH IS FOUR MONTHS PLUS A DAY AFTER THE DATE OF ISSUANCE OF THE SPECIAL WARRANTS]. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CAN NOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE."; provided that no such legends shall be placed on any such certificate issued to any Holder in any Qualifying Jurisdiction if a receipt is issued for the Prospectus by the Regulatory Authority in such Qualifying Jurisdiction prior to the date any such certificate is issued. (a) The Special Warrants and the Units issuable upon exercise of the Special Warrants have not been registered under the U.S. Securities Act and the Company has no current intention to effect such registration. Each Special Warrant Agent confirmation of its intention Certificate originally issued to exercise Special Warrants (a “Confirmation”) in a manner acceptable to or for the Special Warrant Agent, including by electronic means through a Book-Entry Only System including CDS, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; account or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf benefit of a U.S. Person or a person in the United States, and (C) did not execute each Special Warrant Certificate issued in exchange therefor or deliver in substitution thereof shall bear the notice following legend until such time as the legend is no longer required under applicable requirements of the owner’s intention to exercise such U.S. Securities Act or applicable state securities laws: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."; provided that if the Special Warrants in are being sold outside the United States. If States in accordance with Rule 904 of Regulation S at a time when the Participant Company is not able a "foreign issuer" within the meaning of Regulation S at the time of transfer, any such legend may be removed by providing a declaration to make the Trustee to the effect set forth in Schedule "C" to this Indenture (or deliver as the foregoing representations by initiating Company may prescribe from time to time). (b) Upon the electronic original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing Underlying Securities issuable upon exercise of the Special Warrants and Common Shares issuable upon the exercise of the Warrants, then such Special Warrants and all certificates issued in exchange therefor or in substitution thereof, shall be withdrawn from bear the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures legend set forth in Section 3.1(aparagraph (7)(a) above and Section 3.1(bthe following additional legend: "DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE COMPANY IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE COMPANY'S REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."; provided that if Common Shares are being sold outside the United States in accordance with Rule 904 of Regulation S at a time when the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, any such legend may be removed by providing a declaration to the Company's registrar and transfer agent to the effect set forth in Schedule "C" hereto (or as the Company may prescribe from time to time); and provided, further, that, if any such Common Shares are being sold within the United States in accordance with the exemption from registration under the U.S. Securities Act provided by Rules 144 or 144A thereunder, the legend may be removed by delivery to the registrar and transfer agent for the Common Shares and the Company of an opinion of counsel of recognized standing in form satisfactory to the Company, acting reasonably, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (c) Any certificate representing Special Warrants issued to a transferee in a transfer outside the United States in accordance with Rule 904 of Regulation S shall be followedbear the following legend: "THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED TO A U.S. PERSON OR A PERSON IN THE UNITED STATES. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE U.S. SECURITIES ACT." (d) By causing If a Participant to deliver notice Special Warrant Certificate bearing any legend set forth in subsection hereof is tendered for transfer, and the Holder thereof has not obtained the prior written consent of the Company, the Trustee shall not register such transfer unless the Holder thereof provides to the DepositoryTrustee a declaration of the Holder or the Holder's representative or opinion of counsel of recognized standing, a Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Special Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect in each case in form satisfactory to the exercise and the receipt of Units Company, acting reasonably, confirming in connection with the obligations arising from reasonable detail that such exercisetransfer is permitted under applicable securities laws. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by If a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Company or Special Warrant Agent Certificate not bearing any legend set forth in subsection hereof is tendered for transfer, the Trustee shall not register such transfer if it has reason to believe that the Participant transferee is a U.S. Person, is in the United States or is acquiring the Beneficial OwnerSpecial Warrants evidenced thereby for the account or benefit of a U.S. Person or a person in the United States. (f) In 8) If the principal transfer office of the Trustee in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Special Warrant Certificates or exercise of Special Warrants as contemplated by this Indenture, the Company and the Trustee shall arrange for another office in such city to act in connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Company has appointed the Special Warrant Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Company may, with the prior approval shall give notice of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice change of such office to the Special Warrant Agent of any change of the Special Warrant AgencyHolders. (g) If the exercise form set forth in the Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation is not received by the Special Warrant Agent on a date that is earlier than the Expiry Time, then at the Expiry Time the Special Warrants will be automatically exercised into Units pursuant to Section 3.7 herein.

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agencysurrendering, after the Effective Closing Date and prior to the Expiry TimeTime of Expiry, to the Special Warrant Agency the Warrant Certificate with a duly completed and executed exercise form attached as Appendix 1 form. Subject to the Special Warrant Certificate (attached hereto as Schedule “A”section 3.6(b). A Special , a Warrant Certificate with the duly completed and executed exercise form referred to in this Section subsection 3.1(a) will shall be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by at, in each case, the Special Warrant Agent at the Special Warrant Agency. (b) Any exercise form referred to in Section subsection 3.1(a) will shall be signed by the Special Warrantholder Warrant Holder and will shall specify: (i) the number of Units which the holder wishes to acquire (being not more than the number of Units those which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names the Units to be acquired upon exercise of the Special such Common Shares and Purchase Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special WarrantholderWarrant Holder, the Special Warrantholder will Warrant Holder shall pay to the Company Corporation, or the Special Warrant Agent Agency, on behalf of the CompanyCorporation, all applicable transfer or stamp similar taxes or government or other similar charges and the Company will Corporation shall not be required to issue or deliver certificates evidencing Units Common Shares or Purchase Warrants unless or until such Special Warrantholder has Warrant Holder shall have paid to the CompanyCorporation, or the Special Warrant Agent Agency on behalf of the CompanyCorporation, the amount of such tax or charge or will shall have established to the satisfaction of the Company Corporation that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his, her or its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the Beneficial Owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System including CDS, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a U.S. Person or a person in the United States, and (C) did not execute or deliver the notice of the owner’s intention to exercise such Special Warrants in the United States. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followed. (d) By causing a Participant to deliver notice to the Depository, a Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Special Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Company Corporation has appointed the Special Warrant Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointmentexercised. The Company may, with the prior approval of the Special Warrant Agent, Corporation may from time to time designate alternate or additional places as the Special Warrant Agency and will shall give notice to the Special Warrant Agent Trustee of any change of the Special Warrant Agency. (g) If the exercise form set forth in the Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation is not received by the Special Warrant Agent on a date that is earlier than the Expiry Time, then at the Expiry Time the Special Warrants will be automatically exercised into Units pursuant to Section 3.7 herein.

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agency, after the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise form attached as Appendix 1 to the Special Warrant Certificate (attached hereto as Schedule “A”). A Special Warrant Certificate with the duly completed and executed exercise form referred to in this Section 3.1(a) will be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Special Warrant Agent at the Special Warrant Agency. (b) Any exercise form referred to in Section 3.1(a) will be signed by the Special Warrantholder and will specify: (i) the number of Units which the holder wishes to acquire (being not more than the number of Units which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names the Units to be acquired upon exercise of the Special Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special Warrantholder, the Special Warrantholder will pay to the Company Company, or to the Special Warrant Agent on behalf of the Company, all applicable transfer or stamp taxes or government or other similar charges charges, and the Company will not be required to issue or deliver certificates evidencing Units unless or until such Special Warrantholder has paid to the Company, or to the Special Warrant Agent on behalf of the Company, the amount of such tax taxes or charge charges, or will have established to the satisfaction of the Company that such tax taxes or charge has charges have been paid or that no tax is taxes or charges are due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his, her or its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the Beneficial Owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to withdraw the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System including CDS, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a U.S. Person or a person in the United States, and (C) did not execute or deliver the notice of the owner’s intention to exercise such Special Warrants in the United States. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by System. Upon withdrawal of the CDS Participant and Special Warrant, an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followed. (d) By causing a Participant to deliver notice to withdraw the Special Warrants from the Depository, a Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Special Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository Special Warrant Agent determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect effect, and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions instructions, will not give rise to any obligations or liability on the part of the Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants Warrants, and in compliance with such other terms and conditions hereof as may be required, the Company has appointed the Special Warrant Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised exercised, and the Special Warrant Agent has accepted such appointment. The Company may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) If the exercise form set forth in the Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation an exercise form is not received by the Special Warrant Agent on a date that is earlier than the Expiry Time, then at the Expiry Time the Special Warrants will be automatically exercised into Units pursuant to Section 3.7 herein.

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agency, after the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise form attached as Appendix 1 to the Special Warrant Certificate (attached hereto as Schedule “A”). A Special Warrant Certificate with the duly completed and executed exercise form referred to in this Section 3.1(a) will be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Special Warrant Agent at the Special Warrant Agency. (b) Any exercise form referred to in Section 3.1(a) will be signed by the Special Warrantholder and will specify: (i) the number of Units which the holder wishes to acquire (being not more than the number of Units which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names the Units to be acquired upon exercise of the Special Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special Warrantholder, the Special Warrantholder will pay to the Company or the Special Warrant Agent on behalf of the Company, all applicable transfer or stamp taxes or government or other similar charges and the Company will not be required to issue or deliver certificates evidencing Units Unit Shares and Unit Warrants unless or until such Special Warrantholder has paid to the Company, or the Special Warrant Agent on behalf of the Company, the amount of such tax or charge or will have established to the satisfaction of the Company that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his, her or its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the Beneficial Owner’s owner's intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “"Confirmation”") in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System including CDSSystem, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants: (i) Warrants is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a U.S. Person or a person in the United States, and (C) did not execute or deliver the notice of the owner’s intention to exercise such Special Warrants in the United StatesWarrantholder. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section Sections 3.1(a) and Section 3.1(b(b) shall be followed. (d) By causing a Participant to deliver notice to the Depository, a Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Special Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Unit Shares and Unit Warrants forming the Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s 's instructions will not give rise to any obligations or liability on the part of the Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Company has appointed the Special Warrant Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Company may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) If the exercise form set forth in the Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s 's actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation is not received by the Special Agent Warrant Agent on a date that is earlier than the Expiry Time, then at the Expiry Time the Special Warrants will be automatically exercised into for Units pursuant to Section 3.7 herein.

Method of Exercise of Special Warrants. (a1) The holder Subject to Subsection 3.01(2) and to the Subscriber providing such assurances and executing such documents as may, in the reasonable opinion of the Corporation, be required to ensure compliance with Applicable Securities Laws, the Subscriber may, at any Special Warrant Certificates may time prior to the Automatic Exercise Time, exercise the right thereby conferred on such holder it to acquire Units (as evidenced by such Special Warrant Certificate) acquire, without further payment, Common Shares by surrendering to the Special Corporation at its mailing address appearing in Section 22 of the Subscription Agreement (as such address may from time to time be changed pursuant to Section 23 of the Subscription Agreement), or at any other place or places that may be agreed to in writing by the Corporation and the Subscriber, the Warrant Agent at Certificate evidencing the Special Warrant AgencyWarrants to be exercised, after the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise notice in the appropriate form set out in Exhibit II attached as Appendix 1 to this Schedule A (the Special Warrant Certificate (attached hereto as Schedule “AExercise Notice”). A Special Warrant Certificate with the duly completed and executed exercise form referred to in this Section 3.1(a) Exercise Notice will be deemed to be surrendered only upon personal actual delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by to the Special Warrant Agent at the Special Warrant Agency. (b) Corporation as set out in this Section 3.01. Any exercise form referred to in Section 3.1(a) Exercise Notice will be signed by the Special Warrantholder Subscriber or by the Subscriber’s duly authorized attorney, executor or other legal representative and will specify: (i) specify the number of Units which Special Warrants that the holder wishes Subscriber desires to acquire exercise (being not more than the number of Units those which the holder he is entitled to acquire exercise pursuant to the Special Warrant Certificate(s) Certificate surrendered); (ii) the person or persons in whose name or names the Units to be acquired upon exercise of the Special Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special Warrantholder, the Special Warrantholder will pay to the Company or the Special Warrant Agent on behalf of the Company, all applicable transfer or stamp taxes or government or other similar charges and the Company will not be required to issue or deliver certificates evidencing Units unless or until such Special Warrantholder has paid to the Company, or the Special Warrant Agent on behalf of the Company, the amount of such tax or charge or will have established to the satisfaction of the Company that such tax or charge has been paid or that no tax is due. (c2) A Beneficial Owner of Any outstanding Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his, her or its Special Warrants must do so by causing a Participant to deliver Warrant that is not exercised prior to the Depository on behalf of the entitlement holder, notice of the Beneficial Owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of Automatic Exercise Time for such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System including CDS, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner will be automatically exercised at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a U.S. Person or a person in the United States, and (C) did not execute or deliver the notice of the owner’s intention to exercise such Special Warrants in the United States. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followed. (d) By causing a Participant to deliver notice to the Depository, a Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Special Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised therebyAutomatic Exercise Time. A failure by a Participant to exercise or to give effect to share certificate representing the settlement thereof in accordance with Common Shares issued upon the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the automatic exercise of Special Warrants will be issued and delivered by the Corporation to the Subscriber, subject to the Subscriber providing such assurances and executing such documents as may, in the reasonable opinion of the Corporation, be required to ensure compliance with such other terms and conditions hereof as may be requiredApplicable Securities Laws. Within two business days of the date on which the Automatic Exercise Time occurs, the Company has appointed Corporation will notify the Special Warrant Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Company may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) If the exercise form set forth in the Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation is not received by the Special Warrant Agent on a date Subscriber that is earlier than the Expiry Time, then at the Expiry Time the Special Warrants will be have been automatically exercised into Units pursuant and will forthwith, as soon as reasonably practicable thereafter deliver such certificate evidencing the Common Shares to Section 3.7 hereinthe Subscriber.

Method of Exercise of Special Warrants. (a) a. The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced Common Shares and Purchase Warrants by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agencysurrendering, after the Effective Date and prior to the Expiry TimeTime of Expiry, to the Special Warrant Agency the Warrant Certificate with a duly completed and executed exercise form attached as Appendix 1 to the Special Warrant Certificate (attached hereto as Schedule “A”)form. A Special Warrant Certificate with the duly completed and executed exercise form referred to in this Section 3.1(a) will subsection 3.2.a shall be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by at, in each case, the Special Warrant Agent at the Special Warrant Agency. (b) b. Any exercise form referred to in Section 3.1(a) will subsection shall be signed by the Special Warrantholder or by the duly appointed legal representative thereof or a duly authorized attorney, with evidence of authority of any such legal representative or attorney attached thereto, and, if required by the exercise form, with such signature properly guaranteed, and will shall specify: (i) i. the equal number of Units Common Shares and Purchase Warrants which the holder wishes to acquire (being not more than the number of Units those which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) . the person or persons in whose name or names the Units to be acquired upon exercise of the Special such Common Shares and Purchase Warrants are to be issuedissued with respective Social Insurance Numbers; (iii) . the address or addresses of such person or personsperson(s); and (iv) . the number of Units Common Shares and Purchase Warrants to be issued to each such person if more than one person is so specified. If any of the Units Common Shares and Purchase Warrants subscribed for are to be issued to a person or persons other than the Special Warrantholder, each such person shall also complete and deliver, together with the Special exercise form signed by the Warrantholder, an exercise form in the form attached to the Warrant Certificate and the Warrantholder will shall pay to the Company Corporation or the Special Warrant Agent Agency on behalf of the CompanyCorporation, all applicable transfer or stamp similar taxes or government or other similar charges and the Company will Corporation shall not be required to issue or deliver certificates evidencing Units Common Shares and Purchase Warrants unless or until such Special Warrantholder has shall have paid to the CompanyCorporation, or the Special Warrant Agent Agency on behalf of the CompanyCorporation, the amount of such tax or charge or will shall have established to the satisfaction of the Company Corporation that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner c. In connection with the exercise of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his, her or its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the Beneficial Owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System including CDS, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a any U.S. Person or a person in the United StatesStates that was not the original subscriber for the Special Warrants or transferee in accordance with section 2.10.b, the Corporation may, in its sole discretion, require that such Warrantholder deliver in connection with such exercise an opinion of counsel addressed to the Corporation and (C) did not execute or deliver the notice Trustee in form and substance satisfactory to the Corporation, that no violation of the owner’s intention to exercise such Special Warrants in registration provisions of the United States. If U.S. Securities Act or the Participant is not able to make or deliver securities laws of any state would result from the foregoing representations by initiating the electronic exercise of the Special Warrants, then Warrants by such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followedU.S. Person. (d) By causing a Participant to deliver notice to the Depository, a Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Special Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) d. In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Company Corporation has appointed the Special Warrant Agency principal offices of the Trustee in Calgary and Vancouver as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointmentexercised. The Company may, with the prior approval of the Special Warrant Agent, Corporation may from time to time designate alternate or additional places as the Special Warrant Agency and will shall give notice to the Special Warrant Agent Trustee of any change of the Special Warrant Agency. (g) If the exercise form set forth in the Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation is not received by the Special Warrant Agent on a date that is earlier than the Expiry Time, then at the Expiry Time the Special Warrants will be automatically exercised into Units pursuant to Section 3.7 herein.

Method of Exercise of Special Warrants. (a1) The holder Subject always to the provisions of this Article 3 and compliance by both the Company and the Holder with applicable law, the Holder of any Special Warrant Certificates may exercise the right thereby conferred on such holder him to acquire Units either one Common Share and one-half of one Warrant, or 1.1 Common Shares and one-half of one Warrant (as evidenced by such set out in subsection 2.2(1), and subject to adjustment pursuant to Article 4) in respect of each Special Warrant Certificateheld without further payment (except as may be required by subsection 3.2(2)) by surrendering to the Special Trustee at the Warrant Agent at Agency the Special Warrant AgencyCertificate(s) held by him, after together with the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise form attached as Appendix 1 to forming part of the Special Warrant Certificate (attached hereto the “Exercise Form”) duly completed and executed by the Holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Trustee, acting reasonably. Other than as Schedule “A”set out in subsection 3.2(3). A , a Special Warrant Certificate with the duly completed and executed exercise form referred to in this Section 3.1(a) will Exercise Form shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Special Warrant Agent Trustee at the Special Warrant Agency. (b2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(asubsection 3.2(1) will be signed by the Special Warrantholder and will shall specify: (ia) the number of Units Common Shares and Warrants which the holder Holder wishes to acquire (being not more than the that number of Units which the holder he is entitled to acquire pursuant to the Special Warrant Certificate(s) so surrendered);; and (iib) the person or persons in whose name or names the Units to be acquired upon exercise of the Special such Common Shares and Warrants are to be issued; (iii, the address(es) the address or addresses of such person or persons; and (ivperson(s) and the number of Units Common Shares and Warrants to be issued to each such person if more than one person is so specified. If any of the Units Common Shares and Warrants subscribed for are to be issued to a person or persons person(s) other than the Special WarrantholderHolder, the Special Warrantholder will signature set out in the Exercise Form shall be guaranteed by a Schedule 1 Canadian chartered bank, a Canadian trust company, medallion guaranteed by a recognized medallion signature guarantee program or in any other manner satisfactory to the Trustee, and the Holder shall pay or cause to be paid to the Company or the Special Warrant Agent on behalf of the Company, Trustee all applicable transfer or stamp taxes or government or other similar charges taxes, if any, and the Company will shall not be required to issue or deliver certificates evidencing Units the said Common Shares and Warrants unless or until such Special Warrantholder has Holder shall have paid to the Company, Company or the Special Warrant Agent Trustee on behalf of the Company, Company the amount of such tax or charge or will shall have established to the satisfaction of the Company that such tax or charge has been paid or that no tax is due. (c3) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by In the event that a security entitlement in respect of Holder has not exercised his Special Warrants in accordance with the Book-Entry Only System who desires to exercise hisprovisions hereof, her or its all Special Warrants must do so then held by causing a Participant such Holder shall be deemed to deliver to be exercised and surrendered by such Holder without further action on the Depository on behalf of the entitlement holder, notice of the Beneficial OwnerHolder’s intention to exercise Special part into Common Shares and Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System including CDS, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a U.S. Person or a person in the United States, and (C) did not execute or deliver the notice of the owner’s intention to exercise such Special Warrants in the United States. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followedExpiry Time. (d4) By causing a Participant Notwithstanding any other provision of this Indenture, the Trustee, upon the direction of the Company, may use the book-based system of CDS Clearing and Depository Services Inc. in order to deliver notice to evidence the DepositoryUnderlying Securities issued in accordance herewith, a Beneficial Owner in which case the appropriate modifications shall be deemed to have irrevocably surrendered his, her or its Special Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect been made to the exercise and the receipt terms of Units this Indenture in connection order to permit compliance with the obligations arising from operating procedures of such exercisebook–based system. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Company has appointed the Special Warrant Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Company may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) If the exercise form set forth in the Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation is not received by the Special Warrant Agent on a date that is earlier than the Expiry Time, then at the Expiry Time the Special Warrants will be automatically exercised into Units pursuant to Section 3.7 herein.

Method of Exercise of Special Warrants. (a1) The holder Subject to the provisions of this Article 3 and compliance by both the Company and the Holder with applicable law, the Holder of any Special Warrant Certificates may exercise the right thereby conferred on such holder him to acquire Units either one (1) Underlying Share, or 1.05 Underlying Shares (in lieu of one (1) Underlying Share, as evidenced by such set out in subsection 2.2(1), and subject to adjustment pursuant to Article 4) in respect of each Special Warrant Certificateheld without further payment (except as may be required by subsection 3.2(2)) by surrendering to the Special Trustee at the Warrant Agent at Agency the Special Warrant AgencyCertificate(s) held by him, after the Effective Date and prior to the Expiry Time, the if definitive fully registered Special Warrant Certificate Certificates were issued to such Holder, together with a duly completed and executed the exercise form attached as Appendix 1 to forming part of the Special Warrant Certificate (attached hereto the “Exercise Form”) xxxx completed and executed by the Holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Trustee, acting reasonably. Other than as Schedule “A”set out in subsection 3.2(3). A , a Special Warrant Certificate Certificate, if definitive fully registered Special Warrant Certificates were issued to such Holder, with the duly completed and executed exercise form referred to in this Section 3.1(a) will Exercise Form shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Special Warrant Agent Trustee at the Special Warrant Agency. (b2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(asubsection 3.2(1) will be signed by the Special Warrantholder and will shall specify: (ia) the number of Units Underlying Shares which the holder Holder wishes to acquire (being not more than the that number of Units which the holder he is entitled to acquire pursuant to the Special Warrant Certificate(s) so surrendered);; and (iib) the person or persons in whose name or names the Units to be acquired upon exercise of the Special Warrants such Underlying Shares are to be issued; (iii, the address(es) the address or addresses of such person or persons; and (ivperson(s) and the number of Units Underlying Shares to be issued to each such person if more than one person is so specified. If any of the Units Underlying Shares subscribed for are to be issued to a person or persons person(s) other than the Special WarrantholderHolder, the Special Warrantholder will signature set out in the Exercise Form shall be guaranteed by a Schedule 1 Canadian chartered bank, a Canadian trust company, medallion guaranteed by a recognized medallion signature guarantee program or in any other manner satisfactory to the Trustee, and the Holder shall pay or cause to be paid to the Company or the Special Warrant Agent on behalf of the Company, Trustee all applicable transfer or stamp taxes or government or other similar charges taxes, if any, and the Company will shall not be required to issue or deliver certificates evidencing Units the said Underlying Shares unless or until such Special Warrantholder has Holder shall have paid to the Company, Company or the Special Warrant Agent Trustee on behalf of the Company, Company the amount of such tax or charge or will shall have established to the satisfaction of the Company that such tax or charge has been paid or that no tax is due. (c3) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by In the event that a security entitlement in respect of Holder has not exercised his Special Warrants in accordance with the Book-Entry Only System who desires to exercise hisprovisions hereof, her or its all Special Warrants must do so then held by causing a Participant such Holder shall be deemed to deliver to be exercised and surrendered by such Holder without further action on the Depository on behalf of the entitlement holder, notice of the Beneficial OwnerHolder’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System including CDS, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner part into Underlying Shares at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a U.S. Person or a person in the United States, and (C) did not execute or deliver the notice of the owner’s intention to exercise such Special Warrants in the United States. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followedExpiry Time. (d4) By causing a Participant Notwithstanding any other provision of this Indenture, the Trustee, upon the direction of the Company, may use the book-based system of CDS in order to deliver notice to evidence the DepositoryUnderlying Shares issued in accordance herewith, a Beneficial Owner in which case the appropriate modifications, including the addition of any required legends, shall be deemed to have irrevocably surrendered his, her or its Special Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect been made to the exercise and the receipt terms of Units this Indenture in connection order to permit compliance with the obligations arising from operating procedures of such exercisebook-based system. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Company has appointed the Special Warrant Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Company may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) If the exercise form set forth in the Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation is not received by the Special Warrant Agent on a date that is earlier than the Expiry Time, then at the Expiry Time the Special Warrants will be automatically exercised into Units pursuant to Section 3.7 herein.

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right thereby conferred on such holder to acquire Units (as evidenced by purchase Underlying Securities without further payment for the Underlying Securities to which such Special Warrant Certificate) entitles the holder by surrendering at any time after the earlier of (i) the Qualifying Date (but after the Dividend Record Date) and (ii) the Qualifying Deadline, in either event until the Expiry Time to the Special Warrant Agent Issuer at the Special Warrant Agency, after the Effective Date and prior to the Expiry Timeits principal offices in Montreal, the Special Warrant Certificate Certificate, with a duly completed and executed exercise subscription form attached in substantially the same form as Appendix 1 to the Special Warrant Certificate (attached hereto as specimen contained in Schedule “A”)2.1(c) hereof. A Special Warrant Certificate with the duly completed and executed exercise form referred to in this Section 3.1(a) will shall be deemed to be surrendered only duly upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Special Warrant Agent at the Special Warrant AgencyIssuer. (b) Any exercise subscription form referred to in Section 3.1(a) will above shall be signed by the holder of the Special Warrantholder Warrant and will specify: (i) shall specify the number and type of Units Underlying Securities which the holder wishes desires to acquire (being not neither more nor different than the number of Units those which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) , subject to Section 2.6, the person Person or persons Persons in whose name or names the Units to be acquired upon exercise of the Special Warrants such Underlying Securities are to be issued; (iii) , the address or addresses of such person Person or persons; and (iv) Persons and the number of Units Underlying Securities to be issued to each such person Person if more than one person is so specified. . (c) If any of the Units subscribed for Underlying Securities are to be issued to a person Person or persons Persons other than the Special Warrantholder, registered holder of the Special Warrantholder will pay Warrants thereof, such Special Warrant shall be accompanied by payment from the holder to the Company or the Special Warrant Agent on behalf Issuer of the Company, all applicable any transfer or stamp taxes tax or government or other similar charges and the Company will not charge which may be required to issue or deliver certificates evidencing Units unless or until such Special Warrantholder has paid to the Company, or the Special Warrant Agent on behalf payable by reason of the Company, the amount of such tax or charge or will have established to the satisfaction of the Company that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his, her or its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the Beneficial Owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System including CDS, which Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a U.S. Person or a person in the United States, and (C) did not execute or deliver the notice of the owner’s intention to exercise such Special Warrants in the United States. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent issuance to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followed. (d) By causing a Participant to deliver notice to the Depository, a Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Special Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Company has appointed the Special Warrant Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Company may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) If the exercise form set forth in the Special Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day Persons other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Dayregistered holder. (i) If a Confirmation is not received by the Special Warrant Agent on a date that is earlier than the Expiry Time, then at the Expiry Time the Special Warrants will be automatically exercised into Units pursuant to Section 3.7 herein.