Common use of Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise Clause in Contracts

Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise. For the purposes of Section 5.1: (1) The adjustments provided for in Section 5.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur, subject to the following paragraphs of this Section 5.2. (2) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Common Shares purchasable upon exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 5.2(2) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (3) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 5.1, other than the events referred to in subsection 5.1(a)(ii) and 5.1(a)(iii), if the holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants prior to or on the effective date or record date of such event. The terms of the participation of the holder in such event shall be subject to any necessary approval of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading. (4) No adjustment in the Exercise Price shall be made pursuant to Section 5.1 in respect of the issue from time to time: (a) of Common Shares purchasable on exercise of the Warrants governed by this Warrant Indenture; (b) of a Dividend Paid in the Ordinary Course of Common Shares 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 pursuant to a dividend reinvestment plan or similar plan adopted by the Company in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws; (c) of Common Shares pursuant to any stock option plan, stock purchase plan or benefit plan in force at the date hereof for directors, officers, employees, advisers or consultants of the Company, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws, and such other stock option plan, stock purchase plan or benefit plan as may be adopted by the Company in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws; (d) of Common Shares as payment of interest on any outstanding notes; (e) of the issuance of securities in connection with strategic license agreements and other partnering arrangements of the Company or any subsidiary thereof; or (f) of Common Shares as full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity; and any such issue shall be deemed not to be a Common Share Reorganization or Capital Reorganization. (5) If a dispute shall at any time arise with respect to adjustments provided for in Section 5.1, such dispute shall, absent manifest error, be conclusively determined by the Company’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 by the Directors and any such determination, absent manifest error, shall be binding upon the Company, the Warrant Agent and the Warrantholders. Notwithstanding the foregoing, such determination shall be subject to compliance with all regulatory requirements (including the rules of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading). Such auditors or accountants shall be provided access to all necessary records of the Company. In the event that any such determination is made, the Company shall deliver a certificate to the Warrant Agent and a notice to the Warrantholders in the manner contemplated in Section 3.6 describing such determination. (6) If the Company shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date. (7) In the absence of a resolution of the board of directors of the Company fixing a record date for any dividend or distribution referred to in subsection 5.1(a)(i) or any Rights Offering or Special Distribution, the Company shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution is effected. (8) As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Company shall take any corporate action which may, in the opinion of Counsel, be necessary in order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the holder of such Warrant Certificate is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (9) In case the Company, after the date hereof, shall take any action affecting any Common Shares, other than action described in Section 5.1, which in the opinion of the Directors acting reasonably and in good faith would materially affect the rights of Warrantholders, the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof shall be adjusted in such manner, if any, and at such time, as the Directors, in their sole discretion acting in good faith, may determine to be equitable in the circumstances. Such adjustment to be subject to TSX approval in the event that the Warrants are listed for trading on the TSX. Failure of the taking of action by the Directors so as to provide for an adjustment in the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof prior to the effective date of any action by the Company affecting the Common Shares shall be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances. (10) The Warrant Agent shall be entitled to act and rely on any adjustment calculations by the Company or the Company’s Auditors. (11) On the happening of each and every such event set out in Section 5.1, the applicable provisions of the Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended.

Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise. For the purposes of Section 5.1: (1) The adjustments provided for in Section 5.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur, subject to the following paragraphs of this Section 5.2. (2) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Common Shares purchasable upon exercise of the Warrants unless it would result in a change of at least one one-one- hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 5.2(2) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (3) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 5.1, other than the events referred to in subsection 5.1(a)(ii) and 5.1(a)(iii), if the holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants prior to or on the effective date or record date of such event. The terms of the participation of the holder in such event shall be subject to any necessary approval of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading. (4) No adjustment in the Exercise Price shall be made pursuant to Section 5.1 in respect of the issue from time to time: (a) of Common Shares purchasable on exercise of the Warrants governed by this Warrant Indenture; (b) of a Dividend Paid in the Ordinary Course of Common Shares 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 pursuant to a dividend reinvestment plan or similar plan adopted by the Company in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws; (c) of Common Shares pursuant to any stock option plan, stock purchase plan or benefit plan in force at the date hereof for directors, officers, employees, advisers or consultants of the Company, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws, and such other stock option plan, stock purchase plan or benefit plan as may be adopted by the Company in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws; (d) of Common Shares as payment of interest on any outstanding notes; (e) of the issuance of securities in connection with strategic license agreements and other partnering arrangements of the Company or any subsidiary thereof; or (f) of Common Shares as full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity; and any such issue shall be deemed not to be a Common Share Reorganization or Capital Reorganization. (5) If a dispute shall at any time arise with respect to adjustments provided for in Section 5.1, such dispute shall, absent manifest error, be conclusively determined by the Company’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 by the Directors and any such determination, absent manifest error, shall be binding upon the Company, the Warrant Agent and the Warrantholders. Notwithstanding the foregoing, such determination shall be subject to compliance with all regulatory requirements (including the rules of any stock exchange or over-the-the- counter market on which the Common Shares are then listed or quoted for trading). Such auditors or accountants shall be provided access to all necessary records of the Company. In the event that any such determination is made, the Company shall deliver a certificate to the Warrant Agent and a notice to the Warrantholders in the manner contemplated in Section 3.6 describing such determination. (6) If the Company shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date. (7) In the absence of a resolution of the board of directors of the Company fixing a record date for any dividend or distribution referred to in subsection 5.1(a)(i) or any Rights Offering or Special Distribution, the Company shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution is effected. (8) As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Company shall take any corporate action which may, in the opinion of Counsel, be necessary in order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the holder of such Warrant Certificate is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (9) In case the Company, after the date hereof, shall take any action affecting any Common Shares, other than action described in Section 5.1, which in the opinion of the Directors acting reasonably and in good faith would materially affect the rights of Warrantholders, the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof shall be adjusted in such manner, if any, and at such time, as the Directors, in their sole discretion acting in good faith, may determine to be equitable in the circumstances. Such adjustment to be subject to TSX approval in the event that so long as the Warrants are listed for trading on the TSX. Failure of the taking of action by the Directors so as to provide for an adjustment in the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof prior to the effective date of any action by the Company affecting the Common Shares shall be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances. (10) The Warrant Agent shall be entitled to act and rely on any adjustment calculations by the Company or the Company’s Auditors. (11) On the happening of each and every such event set out in Section 5.1, the applicable provisions of the Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended.

Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise. For the purposes of Section 5.15.2: (1a) The adjustments provided for in Section 5.1 5.2 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur, subject to the following paragraphs subsections of this Section 5.25.3. (2b) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of Warrants shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Common Shares purchasable upon exercise of the Warrants a Warrant unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 5.2(2subsection 5.3(b) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (3c) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 5.15.2, other than the events referred to in subsection 5.1(a)(iisubsections 5.2(a)(i), 5.2(a)(ii) and 5.1(a)(iii5.2(a)(iii), if the holder is Warrantholders are entitled to participate in such event on the same terms, mutatis mutandis, as if it Warrantholders had exercised its their Warrants prior to or on the effective date or record date of such event. The terms of the participation of the holder Warrantholders in such event shall be subject to any necessary the prior written approval of the principal Canadian any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading. (4d) No adjustment in the Exercise Price shall be made pursuant to Section 5.1 5.2 in respect of the issue from time to time: (ai) of Common Shares purchasable purchased on exercise of the Warrants governed by this Warrant IndentureWarrants; (bii) of a Dividend Dividends Paid in the Ordinary Course of Common Shares 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 pursuant to a dividend reinvestment plan or similar plan adopted by the Company Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading Exchange and applicable securities laws;; or (ciii) of Common Shares pursuant to any stock options, stock option plan, stock purchase plan plan, restricted share units or restricted share unit plans other benefit plan plans in force at the date hereof for directors, officers, employees, advisers or consultants of the CompanyCorporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading Exchange and applicable securities laws, and such other stock option plan, stock purchase plan or benefit plan plans as may be adopted by the Company Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading Exchange and applicable securities laws; (d) of Common Shares as payment of interest on any outstanding notes; (e) of the issuance of securities in connection with strategic license agreements and other partnering arrangements of the Company or any subsidiary thereof; or (f) of Common Shares as full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity; and any such issue shall be deemed not to be a Common Share Reorganization or Capital Reorganization. (5e) If a dispute shall at any time arise with respect to adjustments provided for in Section 5.15.2, such dispute shall, absent manifest error, shall be conclusively determined by the CompanyCorporation’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 by the Directors directors and any such determination, absent manifest error, determination shall be binding upon the CompanyCorporation, the Warrant Agent and the Warrantholders. Notwithstanding the foregoing, such determination shall be subject to compliance with all regulatory requirements (including the rules prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading). Such auditors or accountants shall be provided access to all necessary records of the CompanyCorporation. In the event that any such determination is made, the Company Corporation shall deliver a certificate to the Warrant Agent and a notice to the Warrantholders in the manner contemplated in Section 3.6 describing such determination. (6f) In case the Corporation after the date hereof shall take any action affecting the Common Shares, other than action described in Section 5.2, which in the opinion of the directors would materially affect the rights of Warrantholders, the Exercise Price and the number of Common Shares purchasable upon exercise shall be adjusted in such manner, if any, and at such time, by action by the directors, in their sole discretion, acting reasonably and in good faith, as they may determine to be equitable in the circumstances, but subject in all cases to the prior consent of the Exchange and any other necessary regulatory approval. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Corporation affecting the Common Shares shall be conclusive evidence that the board of directors of the Corporation has determined that it is equitable to make no adjustment in the circumstances. (g) If the Company Corporation shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders Shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date. (7h) In the absence of a resolution of the board of directors of the Company fixing a record date for any dividend a Special Distribution or distribution referred to in subsection 5.1(a)(i) or any Rights Offering or Special DistributionOffering, the Company Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend the Special Distribution or distribution Rights Offering is effected. (8) i) As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Warrant Certificateany of the Warrants, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Company Corporation shall take any corporate action which may, in the opinion of Counselcounsel to the Corporation, be necessary in order that the Company Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which all the holder holders of such Warrant Certificate is Warrants are entitled to receive on the full exercise thereof in accordance with the provisions thereof and hereof. (9) In case the Company, after the date hereof, shall take any action affecting any Common Shares, other than action described in Section 5.1, which in the opinion of the Directors acting reasonably and in good faith would materially affect the rights of Warrantholders, the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof shall be adjusted in such manner, if any, and at such time, as the Directors, in their sole discretion acting in good faith, may determine to be equitable in the circumstances. Such adjustment to be subject to TSX approval in the event that the Warrants are listed for trading on the TSX. Failure of the taking of action by the Directors so as to provide for an adjustment in the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof prior to the effective date of any action by the Company affecting the Common Shares shall be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances. (10) The Warrant Agent shall be entitled to act and rely on any adjustment calculations by the Company or the Company’s Auditors. (11) On the happening of each and every such event set out in Section 5.1, the applicable provisions of the Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended.

Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise. For the purposes of Section 5.15.2: (1a) The adjustments provided for in Section 5.1 5.2 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur, subject to the following paragraphs subsections of this Section 5.25.3. (2b) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of Warrants shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Common Shares purchasable upon exercise of the Warrants a Warrant unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 5.2(2subsection 5.3(b) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (3c) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 5.15.2, other than the events referred to in subsection 5.1(a)(iisubsections 5.2(a)(ii) and 5.1(a)(iii5.2(a)(iii), if the holder is Warrantholders are entitled to participate in such event on the same terms, mutatis mutandis, as if it Warrantholders had exercised its their Warrants prior to or on the effective date or record date of such event. The terms of the participation of the holder Warrantholders in such event shall be subject to any necessary the prior written approval of the principal Canadian any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading. (4d) No adjustment in the Exercise Price shall be made pursuant to Section 5.1 5.2 in respect of the issue from time to time: (ai) of Common Shares purchasable purchased on exercise of the Warrants governed by this Warrant IndentureWarrants; (bii) of a Dividend Paid in the Ordinary Course of Common Shares 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 pursuant to a dividend reinvestment plan or similar plan adopted by the Company Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading Exchange and applicable securities laws;; or (ciii) of Common Shares pursuant to any stock options, stock option plan, stock purchase plan plan, restricted share units or restricted share unit plans other benefit plan plans in force at the date hereof for directors, officers, employees, advisers or consultants of the CompanyCorporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading Exchange and applicable securities laws, and such other stock option plan, stock purchase plan or benefit plan plans as may be adopted by the Company Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading Exchange and applicable securities laws; (d) of Common Shares as payment of interest on any outstanding notes; (e) of the issuance of securities in connection with strategic license agreements and other partnering arrangements of the Company or any subsidiary thereof; or (f) of Common Shares as full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity; and any such issue shall be deemed not to be a Common Share Reorganization or Capital Reorganization. (5e) If a dispute shall at any time arise with respect to adjustments provided for in Section 5.15.2, such dispute shall, absent manifest error, shall be conclusively determined by the CompanyCorporation’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 by the Directors directors and any such determination, absent manifest error, determination shall be binding upon the CompanyCorporation, the Warrant Agent and the Warrantholders. Notwithstanding the foregoing, such determination shall be subject to compliance with all regulatory requirements (including the rules prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading). Such auditors or accountants shall be provided access to all necessary records of the CompanyCorporation. In the event that any such determination is made, the Company Corporation shall deliver a certificate to the Warrant Agent and a notice to the Warrantholders in the manner contemplated in Section 3.6 describing such determination. (6f) In case the Corporation after the date hereof shall take any action affecting the Common Shares, other than action described in Section 5.2, which in the opinion of the directors would materially affect the rights of Warrantholders, the Exercise Price and the number of Common Shares purchasable upon exercise shall be adjusted in such manner, if any, and at such time, by action by the directors, in their sole discretion, acting reasonably and in good faith, as they may determine to be equitable in the circumstances, but subject in all cases to the prior consent of the Exchange and any other necessary regulatory approval. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Corporation affecting the Common Shares shall be conclusive evidence that the board of directors of the Corporation has determined that it is equitable to make no adjustment in the circumstances. (g) If the Company Corporation shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders Shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date. (7h) In the absence of a resolution of the board of directors of the Company fixing a record date for any dividend a Special Distribution or distribution referred to in subsection 5.1(a)(i) or any Rights Offering or Special DistributionOffering, the Company Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend the Special Distribution or distribution Rights Offering is effected. (8) i) As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Warrant Certificateany of the Warrants, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Company Corporation shall take any corporate action which may, in the opinion of Counselcounsel to the Corporation, be necessary in order that the Company Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which all the holder holders of such Warrant Certificate is Warrants are entitled to receive on the full exercise thereof in accordance with the provisions thereof and hereof. (9) In case the Company, after the date hereof, shall take any action affecting any Common Shares, other than action described in Section 5.1, which in the opinion of the Directors acting reasonably and in good faith would materially affect the rights of Warrantholders, the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof shall be adjusted in such manner, if any, and at such time, as the Directors, in their sole discretion acting in good faith, may determine to be equitable in the circumstances. Such adjustment to be subject to TSX approval in the event that the Warrants are listed for trading on the TSX. Failure of the taking of action by the Directors so as to provide for an adjustment in the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof prior to the effective date of any action by the Company affecting the Common Shares shall be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances. (10) The Warrant Agent shall be entitled to act and rely on any adjustment calculations by the Company or the Company’s Auditors. (11) On the happening of each and every such event set out in Section 5.1, the applicable provisions of the Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended.

Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise. For the purposes of Section 5.1: (1) The adjustments provided for in Section 5.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur, subject to the following paragraphs of this Section 5.2. (2) No adjustment adjustments in the Exercise Price shall be required unless the cumulative effect of such adjustment adjustments would result in a change of at least 1% in the prevailing Exercise Price and no adjustment adjustments shall be made in the number of Common Shares purchasable upon exercise of the Warrants unless it the cumulative effect of such adjustments would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 5.2(2) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (3) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 5.1, other than the events referred to in subsection 5.1(a)(ii) and 5.1(a)(iii), if the holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants prior to or on the effective date or record date of such event. The terms of the participation of the holder in such event shall be subject to any necessary approval of the TSXV or such other principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading. (4) No adjustment in the Exercise Price shall be made pursuant to Section 5.1 in respect of the issue from time to time: (a) of Common Shares purchasable on upon exercise of the Warrants governed by this Warrant Indenture; (b) of a Dividend Paid in the Ordinary Course of Common Shares 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 pursuant to a dividend reinvestment plan or similar plan adopted by the Company in accordance with the requirements of the TSXV or such other principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws; (c) of Common Shares pursuant to any stock option plan, stock purchase plan or benefit plan in force at the date hereof for directorsDirectors, officers, employees, advisers consultants or consultants other service providers of the Company, as such option or plan is amended or superseded from time to time in accordance with the requirements of the TSXV or such other principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws, and such other stock option plan, stock purchase plan or benefit plan as may be adopted by the Company in accordance with the requirements of the TSXV or such principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws; (d) of Common Shares as payment of principal or interest on any outstanding notes; (e) of the issuance of securities in connection with strategic license agreements and other partnering arrangements of the Company or any subsidiary thereof; or (f) of Common Shares as full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity; and any such issue shall be deemed not to be a Common Share Reorganization or Capital Reorganization. (5) If a dispute shall at any time arise with respect to adjustments provided for in Section 5.1, such dispute shall, absent manifest error, be conclusively determined by the Company’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 by the Directors and any such determination, absent manifest error, shall be binding upon the Company, the Warrant Agent and the Warrantholders. Notwithstanding the foregoing, such determination shall be subject to compliance with all regulatory requirements (including the rules of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading). Such auditors or accountants shall be provided access to all necessary records of the Company. In the event that any such determination is made, the Company shall deliver a certificate to the Warrant Agent and a notice to the Warrantholders in the manner contemplated in Section 3.6 describing such determination. (6) If the Company shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date. (7) In the absence of a resolution of the board of directors of the Company Directors fixing a record date for any dividend or distribution referred to in subsection 5.1(a)(i) or any Rights Offering or Special Distribution, the Company shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution is effected. (8) As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Warrant CertificateIndenture, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Company shall take any corporate action which may, in the opinion of Counsel, be necessary in order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the holder of such Warrant Certificate is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (9) In case If the Company, after the date hereof, shall take any action affecting any Common Shares, other than action actions described in Section 5.1, which in the opinion of the Directors acting reasonably and in good faith would materially affect the rights of Warrantholders, the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof shall be adjusted in such manner, if any, and at such time, as the Directors, in their sole discretion acting in good faith, may determine to be equitable to the Warrantholders in the circumstances. Such , provided that no such adjustment to will be subject to TSX made unless any requisite prior approval in of any stock exchange on which the event that the Warrants Common Shares are listed for trading on the TSXhas been obtained. Failure of the taking of action by the Directors so as to provide for an adjustment in the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof prior to the effective date of any action by the Company affecting the Common Shares shall be conclusive evidence that the directors Directors have determined that it is equitable to make no adjustment in the circumstances. (10) The Warrant Agent shall be entitled to act and rely on any adjustment calculations by the Company or the Company’s Auditors. (11) On the happening of each and every such event set out in Section 5.1, the applicable provisions of the Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended.

Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise. For the purposes of Section 5.15.2: (1a) The adjustments provided for in Section 5.1 5.2 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur, subject to the following paragraphs subsections of this Section 5.25.3. (2b) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of Warrants shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Common Shares purchasable upon exercise of the Warrants a Warrant unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 5.2(2subsection 5.3(b) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. (3c) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 5.15.2, other than the events referred to in subsection 5.1(a)(iisubsections 5.2(a)(i), 5.2(a)(ii) and 5.1(a)(iii5.2(a)(iii), if the holder is Warrantholders are entitled to participate in such event on the same terms, mutatis mutandis, as if it Warrantholders had exercised its their Warrants prior to or on the effective date or record date of such event. The terms of the participation of the holder Warrantholders in such event shall be subject to any necessary the prior written approval of the principal Canadian any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading. (4d) No adjustment in the Exercise Price shall be made pursuant to Section 5.1 5.2 in respect of the issue from time to time: (ai) of Common Shares purchasable purchased on exercise of the Warrants governed by this Warrant IndentureWarrants; (bii) of a Dividend Dividends Paid in the Ordinary Course of Common Shares 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 pursuant to a dividend reinvestment plan or similar plan adopted by the Company Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading Exchange and applicable securities laws;; or (ciii) of Common Shares pursuant to any stock options, stock option plan, stock purchase plan plan, restricted share units or restricted share unit plans other benefit plan plans in force at the date hereof for directors, officers, employees, advisers or consultants of the CompanyCorporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading Exchange and applicable securities laws, and such other stock option plan, stock purchase plan or benefit plan plans as may be adopted by the Company Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading Exchange and applicable securities laws; (d) of Common Shares as payment of interest on any outstanding notes; (e) of the issuance of securities in connection with strategic license agreements and other partnering arrangements of the Company or any subsidiary thereof; or (f) of Common Shares as full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity; and any such issue shall be deemed not to be a Common Share Reorganization or Capital Reorganization. (5e) If a dispute shall at any time arise with respect to adjustments provided for in Section 5.15.2, such dispute shall, absent manifest error, shall be conclusively determined by the CompanyCorporation’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 by the Directors directors and any such determination, absent manifest error, determination shall be binding upon the CompanyCorporation, the Warrant Agent and the Warrantholders. Notwithstanding the foregoing, such determination shall be subject to compliance with all regulatory requirements (including the rules prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading). Such auditors or accountants shall be provided access to all necessary records of the CompanyCorporation. In the event that any such determination is made, the Company Corporation shall deliver a certificate to the Warrant Agent and a notice to the Warrantholders in the manner contemplated in Section 3.6 3.5 describing such determination. (6f) In case the Corporation after the date hereof shall take any action affecting the Common Shares, other than action described in Section 5.2, which in the opinion of the directors would materially affect the rights of Warrantholders, the Exercise Price and the number of Common Shares purchasable upon exercise shall be adjusted in such manner, if any, and at such time, by action by the directors, in their sole discretion, acting reasonably and in good faith, as they may determine to be equitable in the circumstances, but subject in all cases to the prior consent of the Exchange and any other necessary regulatory approval. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Corporation affecting the Common Shares shall be conclusive evidence that the board of directors of the Corporation has determined that it is equitable to make no adjustment in the circumstances. (g) If the Company Corporation shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders Shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date. (7h) In the absence of a resolution of the board of directors of the Company fixing a record date for any dividend a Special Distribution or distribution referred to in subsection 5.1(a)(i) or any Rights Offering or Special DistributionOffering, the Company Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend the Special Distribution or distribution Rights Offering is effected. (8) i) As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Warrant Certificateany of the Warrants, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Company Corporation shall take any corporate action which may, in the opinion of Counselcounsel to the Corporation, be necessary in order that the Company Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-non- assessable all the shares or other securities which all the holder holders of such Warrant Certificate is Warrants are entitled to receive on the full exercise thereof in accordance with the provisions thereof and hereof. (9) In case the Company, after the date hereof, shall take any action affecting any Common Shares, other than action described in Section 5.1, which in the opinion of the Directors acting reasonably and in good faith would materially affect the rights of Warrantholders, the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof shall be adjusted in such manner, if any, and at such time, as the Directors, in their sole discretion acting in good faith, may determine to be equitable in the circumstances. Such adjustment to be subject to TSX approval in the event that the Warrants are listed for trading on the TSX. Failure of the taking of action by the Directors so as to provide for an adjustment in the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof prior to the effective date of any action by the Company affecting the Common Shares shall be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances. (10) The Warrant Agent shall be entitled to act and rely on any adjustment calculations by the Company or the Company’s Auditors. (11) On the happening of each and every such event set out in Section 5.1, the applicable provisions of the Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended.