Common use of Rules Regarding Calculation of Adjustment of Conversion Price Clause in Contracts

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 and 5.02: (a) The adjustments provided for in Sections 5.01 and 5.02 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following provisions of this Section 5.03. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments that, except for the provisions of this Section 5.03 would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s stock option plans or share purchase plan, or any dividend reinvestment plan, as such plans may be replaced, supplemented or further amended from time to time, or in respect of the New Rights Offering (as defined in the Plan). (d) No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(a) and (b), Section 5.01(3)or Section 5.01(4), if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange. (e) If at any time a dispute arises with respect to adjustments provided for in Section 5.01, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, by the Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the Corporation, the Trustee, the Debentureholders and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Trustee describing such determination, and the Trustee will be entitled to act and rely upon such Certificate of the Corporation. (f) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will be made. (g) In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. For greater certainty, Debentureholders will have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 5.1 and 5.025.2: (a) 5.3.1 The adjustments provided for in Sections 5.01 sections 5.1 and 5.02 5.2 are cumulative and will be computed to the nearest one-tenth of one cent in United States Dollars and will be made successively whenever an event referred to therein occurs, subject to the following provisions subsections of this Section 5.03section. (b) 5.3.2 No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) 5.3.3 No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares Shares, or options or other securities pursuant to the CorporationCompany’s stock option plans or share purchase plan, or any dividend reinvestment plan, or any similar plan, if any, as such plans may be replaced, supplemented or further amended from time to time. In addition, or in respect of the New Rights Offering (as defined for greater certainty, no adjustment in the Plan)Conversion Price upon an event referred to in subsection 5.1.4 will be required upon the distribution from time to time of Common Shares by way of private placement or prospectus which is made to the public in general. (d) 5.3.4 No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(asubsections 5.1.2(c) and or (bd), Section 5.01(3)or Section 5.01(4)5.1.3, 5.1.4, 5.1.6 or 5.1.7, if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a any applicable Recognized Stock Exchange. (e) 5.3.5 If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 5.1, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, by the CorporationCompany’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the CorporationCompany, the Indenture Trustee, the Debentureholders and shareholders of the CorporationCompany; such auditors or accountants will be given access to all necessary records of the CorporationCompany. If any such determination is made, the Corporation Company will deliver a an Officer’s Certificate of the Corporation to the Indenture Trustee describing such determination, and the Indenture Trustee will shall be entitled to act and rely upon such Certificate of the CorporationOfficer’s Certificate. (f) 5.3.6 If the Corporation Company sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) 5.3.7 In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . 5.3.8 For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 3.4 and 5.023.5: (a) The adjustments provided for in Sections 5.01 sections 3.4 and 5.02 3.5 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following provisions subsections of this Section 5.03section. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s stock option plans or share purchase plan, or any dividend reinvestment plan, as such plans may be replaced, supplemented or further amended from time to time, or in respect of the New Rights Offering (as defined in the Plan). (d) No adjustment in the Conversion Price will be made in respect of any of event described in section 3.4, other than the events referred to in Sections 5.01(2)(asubsections 3.4(2)(iii) and (b), Section 5.01(3)or Section 5.01(4iv), if Debentureholders Noteholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures Notes prior to or on the effective date or record date of such event. Any such participation will be subject to any required the prior consent of a Recognized Stock Exchangeeach Canadian stock exchange on which the Common Shares are listed and of any other applicable regulatory authority. (ed) If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 3.4, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchangeall applicable regulatory approvals, by the Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the Corporation, the Trustee, the Debentureholders Noteholders, and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Trustee describing such determination, and the Trustee will be entitled to act and rely upon such Certificate of the Corporation. (fe) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (gf) In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . (g) For greater certainty, Debentureholders will Noteholders shall have no right to convert Debentures Notes into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 and 5.02Section 3.3: (a) The adjustments provided for in Sections 5.01 and 5.02 Section 3.3 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following remaining provisions of this Section 5.033.3. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 Subsection 3.4(b), would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s stock option plans or share purchase plan, or any dividend reinvestment plan, as such plans may be replaced, supplemented or further amended from time to time, or in respect of the New Rights Offering (as defined in the Plan). (d) No adjustment in the Conversion Price will be made in respect of any of event described in Section 3.3 if the events referred to in Sections 5.01(2)(a) and (b), Section 5.01(3)or Section 5.01(4), if Debentureholders are Holder is entitled to participate (and did so participate) in such event on the same terms, mutatis mutandis, as if they it had converted their Debentures its Debenture prior to or on the effective date or record date of such event. Any such participation will be subject to any required the prior consent of a Recognized Stock Exchangethe Principal Market on which the Common Shares are listed or quoted for unlisted trading privileges, or were listed in the year prior to the occurrence of the event described in this Subsection 3.4(c), if applicable. (ed) If at any time a dispute arises with respect to adjustments provided for in Section 5.013.3, subject to the prior written consent of the Principal Market, if applicable, such dispute will be conclusively determined, subject to the consent of determined by a Recognized Stock Exchange, by the Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as (who may be selected by action of the Board of Directors Corporation's auditors) and any such determination will be binding upon the Corporation, the Trustee, the Debentureholders Holder and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Trustee describing such determination, and the Trustee will be entitled to act and rely upon such Certificate of the Corporation. (fe) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other such action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (gf) In the absence of a resolution of the Board Corporation's board of Directors directors fixing a record date for a Capital Reorganization, Special Distribution or Rights Offering, the Corporation will shall be deemed to have fixed as the a record date therefor the date on which the Capital Reorganization, Special Distribution or Rights Offering is effected. For greater certainty, Debentureholders will have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental heretoaffected.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 6.1 and 5.026.2: (a) 6.3.1 The adjustments provided for in Sections 5.01 sections 6.1 and 5.02 6.2 are cumulative and will be computed to the nearest one-tenth of one cent in United States Dollars and will be made successively whenever an event referred to therein occurs, subject to the following provisions subsections of this Section 5.03section. (b) 6.3.2 No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) 6.3.3 No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares Shares, or options or other securities pursuant to the CorporationCompany’s stock option plans or share purchase plan, or any dividend reinvestment plan, or any similar plan, if any, as such plans may be replaced, supplemented or further amended from time to time. In addition, or in respect of the New Rights Offering (as defined for greater certainty, no adjustment in the Plan)Conversion Price upon an event referred to in subsection 6.1.4 will be required upon the distribution from time to time of Common Shares by way of private placement or prospectus which is made to the public in general. (d) 6.3.4 No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(asubsections 6.1.2(c) and or (bd)), Section 5.01(3)or Section 5.01(4)6.1.3, 6.1.4 or 6.1.5, if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a any applicable Recognized Stock Exchange. (e) 6.3.5 If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 6.1, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, by the CorporationCompany’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the CorporationCompany, the Indenture Trustee, the Debentureholders and shareholders of the CorporationCompany; such auditors or accountants will be given access to all necessary records of the CorporationCompany. If any such determination is made, the Corporation Company will deliver a an Officer’s Certificate of the Corporation to the Indenture Trustee describing such determination, and the Indenture Trustee will shall be entitled to act and rely upon such Certificate of the CorporationOfficer’s Certificate. (f) 6.3.6 If the Corporation Company sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) 6.3.7 In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . 6.3.8 For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 4.3 and 5.024.4: (a) The adjustments provided for in Sections 5.01 sections 4.3 and 5.02 4.4 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following provisions subsections of this Section 5.03section. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s 's stock option plans or share purchase plan, plan or any dividend reinvestment plan, as such plans may be replaced, supplemented or further amended from time to time, including without limitation an amendment to the Corporation's stock option plan approved by the holders of Common Shares at a meeting of holders of Common Shares held on June 21, 2000, or in respect upon exercise of outstanding rights or agreements, including options, warrants and other convertible securities including any rights which have been granted or issued by the New Rights Offering (as defined in the Plan)Corporation. (d) No adjustment in the Conversion Price will be made in respect of any of event described in section 4.3, other than the events referred to in Sections 5.01(2)(asubsections 4.3(b)(iii) and (biv), Section 5.01(3)or Section 5.01(4)or section 4.4, if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required the prior consent of a Recognized Stock Exchangethe TSE and any other applicable regulatory consent or approval. (e) If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 4.3, such dispute will be conclusively determined, subject to the TSE's consent of a Recognized Stock Exchangeand any other applicable regulatory approval or consent, by the Corporation’s 's auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the Corporation, the Trustee, the Debentureholders and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Trustee describing such determination, determination and the Trustee will shall be entitled to act and rely upon such Certificate of the Corporation. (f) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . (h) For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 and 5.02section 4.3: (a) The adjustments provided for in Sections 5.01 and 5.02 section 4.3 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following provisions subsections of this Section 5.03section. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s stock any option plans or share purchase plan, deferred plan or any dividend distribution reinvestment plan, as such plans may be replaced, supplemented or further amended plan from time to time, or in respect of time adopted by the New Rights Offering (as defined in the Plan)Company. (d) No adjustment in the Conversion Price will be made in respect of any of the events referred to event described in Sections 5.01(2)(a) and (b)section 4.3, Section 5.01(3)or Section 5.01(4), except as otherwise provided herein; or if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, mutandis as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a Recognized Stock Exchangeeach Canadian stock exchange on which the Common Shares are listed. (e) If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 4.3, such dispute will be conclusively determined, subject to the any required consent of a Recognized Stock Exchangethe TSX and subject to manifest error, by the CorporationCompany’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the CorporationCompany, the Debenture Trustee, the Debentureholders and shareholders of the CorporationCompany; such auditors or accountants will be given access to all necessary records of the CorporationCompany. If any such determination is made, the Corporation Company will deliver a Certificate of the Corporation Company to the Debenture Trustee describing such determination, and the Debenture Trustee will shall be entitled to act and rely upon such Certificate of the CorporationCertificate. (f) If the Corporation Company sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . (h) For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 6.1 and 5.026.2: (a) The adjustments provided for in Sections 5.01 and 5.02 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following provisions paragraphs of this Section 5.03section. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 section 6.3(b) would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s stock option plans or share purchase plan, or any dividend reinvestment plan, or any similar plan, if any, as such plans may be replaced, supplemented or further amended from time to time. In addition, or in respect of the New Rights Offering (as defined for greater certainty, no adjustment in the Plan)Conversion Price upon an event referred to in section 6.1(d) will be required upon the distribution from time to time of Common Shares by way of private placement or prospectus which is made to the public in general. (d) No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(a) and (bsections 6.1(a)(iii), Section 5.01(3)or Section 5.01(46.1(b) or 6.1(d), if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange. (e) If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 6.1, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, by the Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the Corporation, the Indenture Trustee, the Debentureholders and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a an Officer’s Certificate of the Corporation to the Indenture Trustee describing such determination, and the Indenture Trustee will shall be entitled to act and rely upon such Certificate of the CorporationOfficer’s Certificate. (f) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . (h) For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 and 5.02: (a) The adjustments and readjustments provided for in Sections 5.01 and 5.02 this ARTICLE 4 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occursand, subject to subsection 4.7(b), will apply (without duplication) to successive issues, subdivisions, combinations, consolidations, distributions and any other events that require adjustment of the following provisions Conversion Price or the number or kind of shares or securities to be issued upon conversion of this Section 5.03Debenture. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, Price then in effect provided however, that any adjustments that, except for the provisions of this Section 5.03 subsection 4.7(b) would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s stock option plans or share purchase plan, or any dividend reinvestment plan, as such plans may be replaced, supplemented or further amended from time to time, or made in respect of any event described in subsections 4.2(a), 4.3 or 4.4 if the New Rights Offering (as defined Holder is entitled to participate in the Plan)event as if the Holder had converted this Debenture immediately prior to the effective date or record date of the event. (d) No adjustment in the Conversion Price will be made pursuant to this ARTICLE 4 in respect of any of Common Shares issued or issuable from time to time as dividends paid in the events referred to in Sections 5.01(2)(a) and (b), Section 5.01(3)or Section 5.01(4), if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a Recognized Stock Exchangeordinary course. (e) If at any time a dispute arises with respect to adjustments provided for in Section 5.01of the Conversion Price, such the dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, determined by the CorporationCompany’s auditorsauditors or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action the directors of the Board of Directors Company and any such determination determination, absent manifest error, will be binding upon the Corporation, the Trustee, the Debentureholders and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Trustee describing such determination, Company and the Trustee will be entitled to act and rely upon such Certificate of the CorporationHolder. (f) If the Corporation Company sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action subscription or purchase rights and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan plans to pay or deliver such dividend or the dividend, distribution or take such other action, subscription or purchase rights then no adjustment in the Conversion Price will be made. (g) In the absence of a resolution required by reason of the Board setting of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. For greater certainty, Debentureholders will have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental heretodate.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 6.1 and 5.026.2: (a) 6.3.1 The adjustments provided for in Sections 5.01 sections 6.1 and 5.02 6.2 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following provisions subsections of this Section 5.03section. (b) 6.3.2 No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) 6.3.3 No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the CorporationCompany’s stock option plans or share purchase plan, or any dividend reinvestment plan, or any similar plan, if any, as such plans may be replaced, supplemented or further amended from time to time. In addition, or in respect of the New Rights Offering (as defined for greater certainty, no adjustment in the Plan)Conversion Price upon an event referred to in subsection 6.1.4 will be required upon the distribution from time to time of Common Shares by way of private placement or prospectus which is made to the public in general. (d) 6.3.4 No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(a) and (bsubsections 6.1.2(c), Section 5.01(3)or Section 5.01(46.1.2(d), 6.1.3 or 6.1.4, if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange. (e) 6.3.5 If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 6.1, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, by the CorporationCompany’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the CorporationCompany, the Indenture Trustee, the Debentureholders and shareholders of the CorporationCompany; such auditors or accountants will be given access to all necessary records of the CorporationCompany. If any such determination is made, the Corporation Company will deliver a an Officers’ Certificate of the Corporation to the Indenture Trustee describing such determination, and the Indenture Trustee will shall be entitled to act and rely upon such Certificate of the CorporationOfficers’ Certificate. (f) 6.3.6 If the Corporation Company sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) 6.3.7 In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 and 5.02The following rules apply to adjustments under this ARTICLE 8: (a) The adjustments provided for in Sections 5.01 sections 8.5, 8.6, 8.7 and 5.02 8.8 are cumulative and will will, in the case of adjustments to the Conversion Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following provisions subsections of this Section 5.03section 8.9. (b) No adjustment in the Conversion Price will is required to be required made unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustmentadjustments. (c) No adjustment in the Conversion Price will be required upon made under this ARTICLE 8 if the issuance from time to time of Common Shares pursuant to the Corporation’s stock option plans or share purchase plan, or any dividend reinvestment plan, as such plans may be replaced, supplemented or further amended from time to time, or in respect of the New Rights Offering (as defined in the Plan). (d) No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(a) and (b), Section 5.01(3)or Section 5.01(4), if Debentureholders are Lender is entitled to participate in such event on the same terms, mutatis mutandis, as if they the Lender had converted their Debentures exercised its conversion privilege prior to or on the effective date or record date of such event. Any such participation . (d) No adjustment in the Conversion Price will be subject made under this ARTICLE 8 in respect of the issue from time to time of Common Shares issuable as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any required prior consent of such issue will be deemed not to be a Recognized Stock ExchangeCommon Share Reorganization. (e) If at any time a dispute arises with respect to adjustments provided for in Section 5.01, this ARTICLE 8 such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, determined by the Corporation’s auditors, auditors of the Borrower or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors of the Board of Directors Borrower and any such determination will be binding upon the Corporation, Borrower and the Trustee, the Debentureholders and shareholders of the Corporation; Lender. The Borrower will provide such auditors or accountants will be given with access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Trustee describing such determination, and the Trustee will be entitled to act and rely upon such Certificate of the CorporationBorrower. (f) If the Corporation Borrower sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will be maderequired by reason of the setting of such record date. (g) In the absence of a resolution of the Board directors of Directors the Borrower fixing a record date for a Special Distribution or Rights Offering, the Corporation Borrower will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. For greater certainty. (h) The Borrower will from time to time, Debentureholders immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this ARTICLE 8, forthwith give notice to the Lender specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price. (i) The Borrower covenants to and in favour of the Lender that so long as any of the Principal Sum hereunder remains outstanding, it will have no right give notice to convert Debentures into the Lender of its intention to fix a record date for any security event referred to in this ARTICLE 8 (other than the subdivision or consolidation of the Common Shares unless Shares) which may give rise to an appropriate adjustment in the Conversion Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Borrower is made by only required to specify in such notice such particulars of such event as have been fixed and set forth determined on the date on which such notice is given. Such notice must be given not less than 14 days in an indenture supplemental heretoeach case prior to such applicable record date or effective date.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 and 5.02Section 6.5: (a1) The adjustments provided for in Sections 5.01 and 5.02 Section 6.5 are cumulative and will be computed to the nearest one-one tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following remaining provisions of this Section 5.03section. (b2) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c3) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s stock option plans or share purchase plan, or any dividend reinvestment plan, as such plans plan may be replaced, supplemented or further amended from time to time. In addition, or in respect of the New Rights Offering (as defined for greater certainty, no adjustment in the Plan)Conversion Price upon an event referred to in Section 6.5 will be required upon the distribution from time to time of Common Shares or other securities by way of private placement or by way of prospectus which is made to the public in general. (d4) No adjustment in the Conversion Price will be made in respect of any of event described in Section 6.5 if the events referred to in Sections 5.01(2)(a) and (b), Section 5.01(3)or Section 5.01(4), if Debentureholders are Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange.mutatis (e5) If at any time a dispute arises with respect to adjustments provided for in Section 5.016.5, subject to the prior written consent of the Principal Market, if applicable, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, determined by the Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants which meet the criteria of Part 2 of National Instrument 52-108 – Auditor Oversight as may be selected by action the board of directors of the Board of Directors Corporation, and any such determination will be binding upon the Corporation, the Trustee, the Debentureholders Holder and shareholders of the Corporation; such . Such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Trustee describing such determination, and the Trustee will be entitled to act and rely upon such Certificate of the Corporation. (f6) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution dividend to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g7) In the absence of a resolution of the Board board of Directors directors of the Corporation fixing a record date for a Special Distribution or Rights Offering, the Corporation will shall be deemed to have fixed as the a record date therefor the date on which the Special Distribution or Rights Offering is effected. For greater certainty, Debentureholders will have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 6.1 and 5.026.2: (a) The adjustments provided for in Sections 5.01 and 5.02 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively (without duplication) whenever an event referred to therein occurs, subject to the following provisions paragraphs of this Section 5.03section 6.3. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 section 6.3(b) would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s existing or future stock option plans or share purchase plan, or any dividend reinvestment plan, or any similar plan, if any, as such plans may be replaced, supplemented or further amended from time to time. In addition, or in respect of the New Rights Offering (as defined for greater certainty, no adjustment in the Plan)Conversion Price upon an event referred to in section 6.1(d) will be required upon the distribution from time to time of Common Shares by way of private placement or prospectus which is made to the public in general. (d) No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(a) and (bsections 6.1(a)(iii), Section 5.01(3)or Section 5.01(46.1(b), 6.1(d), 6.1(e) or 6.1(f), if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange. (e) If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 6.1, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, by the Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the Corporation, the Indenture Trustee, the Debentureholders and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a an Officer’s Certificate of the Corporation to the Indenture Trustee describing such determination, and the Indenture Trustee will shall be entitled to act and rely upon such Certificate of the CorporationOfficer’s Certificate. (f) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . (h) For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.