Common use of U.S. Restrictions; Legended Certificates Clause in Contracts

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. ‌ (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Subject to Section 3.3(2) below: (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not any person in the United States; and (bii) is not a U.S. Person and is not exercising no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding Section 3.3(1), Warrants on behalf which bear the legend set forth in Section 2.8(1) may be exercised in the United States or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Common Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants is an “accredited investor” that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a) or subsection 3.3(1)(iiiof Regulation D, and (b) anddelivers to the Company and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that, for greater certainty, in the case of subsection 3.3(1)(iii)a Warrantholder that is a QIB Purchaser or a U.S. AI Purchaser, the Corporation has confirmed in writing such U.S. Warrantholder will not be required to the Warrant Agent that the deliver an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of the Warrants pursuant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter or U.S. Accredited Investor Status Certificate, as applicable, remain true and correct at the time of exercise and the Warrantholder represents to subsection 3.3(1)(iithe Company as such and delivers to the Company and the Warrant Agent a duly completed Exercise Notice. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is a QIB Purchaser (3) provided that the representations, warranties and covenants made by such QIB Purchaser in their U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to the Company as such and delivers to the Company and the Warrant Agent a duly completed Exercise Notice). Certificates representing Common Shares issued upon the exercise of Warrants which Warrants, pursuant to box C or D on the Exercise Notice, shall bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (BSection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any person in the United States or any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws securities laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the issue certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) if the Warrantholder is a U.S. Warrantholder, a written certification that the Warrantholder it is the original U.S. an Original QIB Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all provided that the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the U.S. Warrantholder for in the purchase of Units from the Corporation continue to be U.S. QIB Letter remain true and correct as if duly executed as at the time of exercise, and further provided that any exercise of Warrants by such a U.S. Warrantholder without notice to the date thereofCompany or the Warrant Agent to the contrary shall be deemed a representation and warranty to the Company to such effect; or (iii) an opinion of counsel of recognized standing, standing in form and substance reasonably satisfactory to the Corporation, Company and the Warrant Agent to the effect that the exercise of the Warrants and the issuance of the Warrant Common Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in and the case of subsection 3.3(1)(iii), the Corporation Company has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation Company is reasonably satisfactory to the CorporationCompany. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(32.8(1) of this Indenture. Certificates representing Warrant Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(32.8(1). . (3) Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form, unless the U.S. Warrantholder is an Original QIB Purchaser that has complied with subsection 3.3(1)(ii). (34) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection and 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) ), shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (Blegend set forth in subsection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (45) Common Shares Any unexercised Warrants held by U.S Warrantholders, excluding a U.S. Warrantholder who is an Original QIB Purchaser, must be re-issued upon the exercise of Warrants prior to the date that is four months in certificated form and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE]legend set out in subsection 2.8(1).

U.S. Restrictions; Legended Certificates. ‌ (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesSubject to Section 3.3(2) below, and the (i) Warrants may not be exercised within the United States States, or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not any person in the United States; and (bii) is not a U.S. Person and is not exercising no Shares issued upon exercise of Warrants may be delivered to any address in the United States.‌ (2) Notwithstanding Section 3.3(1), Warrants on behalf which bear the legend set forth in Section 2.8(1) may be exercised in the United States, or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants is an "accredited investor" that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a) of Regulation D, and (b) delivers‌ a completed and executed U.S. Purchaser Letter, or subsection 3.3(1)(iii) andprovides a legal opinion in form and substance satisfactory to the Corporation and the Warrant Agent which confirms that the issuance of the Shares is in compliance with the U.S. Securities Act and applicable state securities laws; provided however that, for greater certainty, in the case of subsection 3.3(1)(iii)a Warrantholder that is an Original QIB Purchaser, the Corporation has confirmed in writing such Warrantholder will not be required to the Warrant Agent that the deliver a U.S. Purchaser Letter, U.S. QIB Letter or an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of the Warrants pursuant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to subsection 3.3(1)(iithe Corporation as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is an Original QIB Purchaser exercising Warrants pursuant to Section 3.2(4) (3) provided that the representations, warranties and covenants made by an Original QIB Purchaser in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to the Corporation as such). Certificates representing Common Shares issued upon the exercise of Warrants which Warrants, pursuant to box B or C on the Exercise Notice, shall bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].Section 2.8(1).‌

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Subject to Section 3.3(2) below: (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not any person in the United States; and (bii) is not a U.S. Person and is not exercising no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding Section 3.3(1), Warrants on behalf which bear the legend set forth in Section 2.8(1) may be exercised in the United States or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Common Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants is an “accredited investor” that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a) or subsection 3.3(1)(iiiof Regulation D, and (b) anddelivers to the Company and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that, for greater certainty, in the case of subsection 3.3(1)(iii)a Warrantholder that is a QIB Purchaser or an IAI Purchaser, the Corporation has confirmed in writing such U.S. Warrantholder will not be required to the Warrant Agent that the deliver an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of the Warrants pursuant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter or U.S. IAI Purchaser Letter, as applicable, remain true and correct at the time of exercise and the Warrantholder represents to subsection 3.3(1)(iithe Company as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is a QIB Purchaser exercising Warrants pursuant to Section 3.2(4) (3) provided that the representations, warranties and covenants made by a QIB Purchaser in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to the Company as such). Certificates representing Common Shares issued upon the exercise of Warrants which Warrants, pursuant to box B or C on the Exercise Notice, shall bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (BSection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesSubject to Section 3.3(2) below, and the (i) Warrants may not be exercised within the United States States, or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not any person in the United States; and (bii) is not a U.S. Person and is not exercising no Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding Section 3.3(1), Warrants on behalf which bear the legend set forth in Section 2.8(1) may be exercised in the United States, or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants is an "accredited investor" that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a) of Regulation D, and (b) delivers a completed and executed U.S. Purchaser Letter, or subsection 3.3(1)(iii) andprovides a legal opinion in form and substance satisfactory to the Corporation and the Warrant Agent which confirms that the issuance of the Shares is in compliance with the U.S. Securities Act and applicable state securities laws; provided however that, for greater certainty, in the case of subsection 3.3(1)(iii)a Warrantholder that is an Original QIB Purchaser, the Corporation has confirmed in writing such Warrantholder will not be required to the Warrant Agent that the deliver a U.S. Purchaser Letter, U.S. QIB Letter or an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of the Warrants pursuant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to subsection 3.3(1)(iithe Corporation as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is an Original QIB Purchaser exercising Warrants pursuant to Section 3.2(4) (3) provided that the representations, warranties and covenants made by an Original QIB Purchaser in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to the Corporation as such). Certificates representing Common Shares issued upon the exercise of Warrants which Warrants, pursuant to box B or C on the Exercise Notice, shall bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (BSection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of of, or for the account or benefit of, any U.S. Person or person in the United States unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws securities laws of all applicable states is available. The Warrant Agent shall not issue or register Common Warrant Shares or the certificates representing such Common Warrant Shares unless the Warrantholder provides: provides (i) a written certification that except in the Warrantholder at case of Common Shares issued to the time of Depository on exercise of CDS Global Warrants) the Warrants (a) is not certifications and documentation contemplated in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants this Article 3 and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities lawsExercise Notice. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) inBox B or subsection 3.3(1)(iii) and, in C of the case of subsection 3.3(1)(iii), Exercise Notice and the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such or other evidence required by the Corporation provided in connection therewith is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) Box B or 3.3(1)(iii) C of the Exercise Notice shall bear the legend set forth in subsection 3.3(3Section 2.8(1) of this Indenture. Certificates representing Warrant Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) Box A of the Exercise Notice shall not bear the legend set forth in subsection 3.3(3Section 2.8(1). Common Shares, Warrant Shares issued to, or for pursuant to exercises pursuant to Box A of the account or benefit of, a U.S. Purchaser that is an Accredited Investor Exercise Notice (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Any unexercised Warrants which that bear the legend set forth out in subsection 2.9(1Section 2.8(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate must be re-issued in exchange therefor or in substitution thereof) shall certificated form and bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (Blegend set out in Section 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) If any Warrant Shares are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the applicable legend may be removed by providing a declaration to the Corporation and the transfer agent for the Common Shares issued upon of the exercise of Warrants prior Corporation to the date effect prescribed from time to time by the Corporation, together with any other evidence, which may, without limitation, include an opinion of counsel of recognized standing, in form and substance satisfactory to the Corporation; provided, further, that, if any Warrant Shares are being sold pursuant to Rule 144 or Rule 144A under the U.S. Securities Act or with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, the legend may be removed by delivery to the Corporation and to the transfer agent for the Common Shares of the Corporation of an opinion of counsel, of recognized standing satisfactory in form and substance to the Corporation, to the effect that such legend is four months and one day after no longer required under applicable requirements of the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE]U.S. Securities Act.

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act)) (d) will not engage in hedging transactions involving the Common Shares except as permitted under the U.S. Securities Act; (e) acknowledges that the Common Shares have not been registered under the U.S. Securities Act, are “restricted securities” under Rule 144 under the U.S. Securities Act and are subject to a one-year distribution compliance period under the U.S. Securities Act during which time they may not be offered or sold into the United States or to, or for the account or benefit of a U.S. Person, except pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from such registration; (f) agrees to resell such Common Shares only in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration under the U.S. Securities Act; or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of UnitsSpecial Warrants; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units Special Warrants were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units Special Warrants from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”: (4) Common Shares issued upon the exercise of Warrants prior to the date that a receipt is four months issued for a (final) prospectus qualifying the resale of the Warrants and one day after the date hereof Underlying Shares shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE : (I) [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION CLOSING DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act)) (d) will not engage in hedging transactions involving the Common Shares except as permitted under the U.S. Securities Act; (e) acknowledges that the Common Shares have not been registered under the U.S. Securities Act, are “restricted securities” under Rule 144 under the U.S. Securities Act and are subject to a one-year distribution compliance period under the U.S. Securities Act during which time they may not be offered or sold into the United States or to, or for the account or benefit of a U.S. Person, except pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from such registration; (f) agrees to resell such Common Shares only in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration under the U.S. Securities Act; or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of UnitsConvertible Debentures; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units Convertible Debentures were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units Convertible Debentures from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”: (4) Common Shares issued upon the exercise of Warrants prior to the date that a receipt is four months issued for a (final) prospectus qualifying the resale of the Warrants and one day after the date hereof Underlying Shares shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].:

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesSubject to Section 3.3(2) below, and the (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act Person; and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common (ii) no Subordinate Voting Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of issued upon exercise of the Warrants (a) is not may be delivered to any address in the United States; . (b2) is not a U.S. Person and is not exercising Notwithstanding Section 3.3(1), Warrants which bear the Warrants on behalf legend set forth in Section 2.8(1) may be exercised in the United States or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Subordinate Voting Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants is an "accredited investor" that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a) of Regulation D, and (b) delivers a completed and executed U.S. Purchaser Letter or subsection 3.3(1)(iii) andprovides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that, for greater certainty, in the case of subsection 3.3(1)(iii)a Warrantholder that is an Original QIB Purchaser, the Corporation has confirmed in writing such Warrantholder will not be required to the Warrant Agent that the deliver a U.S. Purchaser Letter, U.S. QIB Letter or an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of the Warrants pursuant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to subsection 3.3(1)(iithe Corporation as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Subordinate Voting Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is an Original QIB Purchaser exercising Warrants pursuant to Section 3.2(4) (3) provided that the representations, warranties and covenants made by an Original QIB Purchaser in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to the Corporation as such). Certificates representing Common Subordinate Voting Shares issued upon the exercise of Warrants which Warrants, pursuant to box B or C on the Exercise Notice, shall bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (BSection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) ‌ The Warrants and the Common Warrant Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by by, or on behalf of any for the account or benefit of, a U.S. Person or a person in the United States unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Warrant Shares or the certificates representing such Common Warrant Shares unless the Warrantholder provides:provides:‌ (ia) a written certification that the Warrantholder at the time of exercise of the Warrants Warrants: (a) is a)is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf for the account or benefit of a U.S. Person or a person in the United States; (c) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (d) did not receive an offer to exercise the Warrants in the United States; and (ce) represents and warrants that the exercise of the Warrants and the acquisition of the Common Warrant Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); orAct);‌ (iib) a written certification that the Warrantholder is the original U.S. Purchaser and and:‌ (a) purchased the Special Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of UnitsSpecial Warrants; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units Special Warrants were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all delivers a completed and executed U.S. Purchaser Letter; provided, however, that, for greater certainty, (i) in the case of a Warrantholder that is an original U.S. Purchaser of the NFT Special Warrants and who has executed and delivered the U.S. Accredited Investor Certificate as part of the subscription agreement (the “U.S. Accredited Investor Certificate”) for the purchase of the NFT Special Warrants, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for in the purchase of Units from the Corporation continue to be U.S. Accredited Investor Certificate remain true and correct as if duly executed as of and the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory Warrantholder represents to the CorporationCorporation as such, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesSubject to Section 3.3(2) below, and the (i) Warrants may not be exercised within the United States States, or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not any person in the United States; and (bii) is not a U.S. Person and is not exercising no Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding Section 3.3(1), Warrants on behalf which bear the legend set forth in Section 2.8(1) may be exercised in the United States, or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants is an "accredited investor" that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a) of Regulation D, and (b) delivers a completed and executed U.S. Purchaser Letter, or subsection 3.3(1)(iii) andprovides a legal opinion in form and substance satisfactory to the Corporation and the Warrant Agent which confirms that the issuance of the Shares is in compliance with the U.S. Securities Act and applicable state securities laws; provided however that, for greater certainty, in the case of subsection 3.3(1)(iii)a Warrantholder that is an Original QIB Purchaser, the Corporation has confirmed in writing such Warrantholder will not be required to the Warrant Agent that the deliver a U.S. Purchaser Letter or an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of the Warrants pursuant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to subsection 3.3(1)(iithe Corporation as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is an Original QIB Purchaser exercising Warrants pursuant to Section 3.2(4) (3) provided that the representations, warranties and covenants made by an Original QIB Purchaser in its U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to the Corporation as such). Certificates representing Common Shares issued upon the exercise of Warrants which Warrants, pursuant to box B or C on the Exercise Notice, shall bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (BSection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Warrant Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Warrant Shares or the certificates representing such Common Warrant Shares unless the Warrantholder provides: (ia) a written certification that the Warrantholder at the time of exercise of the Warrants Warrants: (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; (c) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (d) did not receive an offer to exercise the Warrants in the United States; and (ce) represents and warrants that the exercise of the Warrants and the acquisition of the Common Warrant Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or; (iib) a written certification that the Warrantholder is the original U.S. Purchaser and and: (a) purchased the Special Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of UnitsSpecial Warrants; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; ; (c) each of it and any beneficial purchaser was on the date the Units Special Warrants were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units Special Warrants from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides:provides (except in the case of Common Shares issued to the Depositary on exercise of CDS Global Warrants): (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of UnitsSubscription Receipts; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units Subscription Receipts were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units Subscription Receipts from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION AND THE CORPORATION’S SUBSCRIPTION RECEIPT AGENT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof Underlying Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws securities laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares Underlying Securities or the certificates representing such Common Shares Underlying Securities unless the U.S. Warrantholder provides: (i) a written certification that the Warrantholder Holder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; (c) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (d) did not receive an offer to exercise the Warrants in the United States; and (ce) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares Underlying Securities issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder Holder is the original U.S. Purchaser Warrantholder and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an a U.S. Institutional Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder Holder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) written certification that the Holder is the original U.S. Warrantholder and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, a Qualified Institutional Buyer; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Holder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iv) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares Underlying Securities are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares Underlying Securities will be registered or delivered to an address in the United States unless the Warrantholder Holder complies with the requirements set forth in subsection 3.3(1)(ii), 3.3(1)(iii) or subsection 3.3(1)(iii3.3(1)(iv) and, in the case of subsection 3.3(1)(iii3.3(1)(iv), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares Underlying Securities issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii), 3.3(1)(iii) or 3.3(1)(iii3.3(1)(iv) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares Underlying Securities issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common SharesUnderlying Securities, issued to, or for the account or benefit of, a U.S. Purchaser Warrantholder that is an a U.S. Institutional Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares Underlying Securities issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(12.17(2) and which are issued and delivered pursuant to subsection 3.3(1)(ii) ), 3.3(1)(iii), or subsection 3.3(1)(iii3.3(1)(iv) (and each certificate issued in exchange therefor thereof or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE “"U.S. SECURITIES ACT”") OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD SOLD, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY EXCEPT: (A) TO RAVENQUEST BIOMED INC. (THE "CORPORATION"), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT PROVIDED BY IF AVAILABLE, OR (i) SECTION 4(a)(7) THEREOF, (ii2) RULE 144 OR (iii) RULE144A THEREUNDERUNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) EACH CASE IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (ED) UNDER AN EFFECTIVE IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACTACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), C)(2) OR (D) OR (E), ABOVE, A LEGAL THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCEEVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “"GOOD DELIVERY” " IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon ” provided, if any such Underlying Securities are being sold outside the exercise of Warrants prior United States in accordance with Regulation S under the U.S. Securities Act and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the date Corporation’s registrar and transfer agent to the effect set forth in Schedule “B” hereto, together with such additional documentation as the Corporation or its transfer agent may reasonably request, which may include the delivery of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation, that the proposed transfer may be effected without registration under the U.S. Securities Act; provided further, that if the Underlying Securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, the legend may be removed by delivering to the Corporation and its transfer agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation, to the effect that the legend is four months and one day after no longer required under applicable requirements of the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE]U.S. Securities Act.

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesSubject to Section 3.3(2) below, and the (i) Warrants may not be exercised within the United States States, or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not any person in the United States; and (bii) is not a U.S. Person and is not exercising no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding Section 3.3(1), Warrants on behalf which bear the legend set forth in Section 2.8(1) may be exercised in the United States, or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Warrant Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with person exercising the requirements Warrants is an “accredited investor” that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a) of Regulation D, and (b) delivers a completed and executed U.S. Purchaser Letter, or subsection 3.3(1)(iii) andprovides a legal opinion in form and substance satisfactory to the Corporation and the Warrant Agent which confirms that the issuance of the Shares is in compliance with the U.S. Securities Act and applicable state securities laws; provided however that, for greater certainty, in the case of subsection 3.3(1)(iii)a Warrantholder that is an Original AI Purchaser, the Corporation has confirmed in writing such Warrantholder will not be required to the Warrant Agent that the deliver a U.S. Purchaser Letter or an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of the Warrants pursuant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. AI Certificate, as applicable, remain true and correct at the time of exercise and the Warrantholder represents to subsection 3.3(1)(iithe Corporation as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) . Certificates representing Common Warrant Shares issued upon the exercise of Warrants which Warrants, pursuant to box B or C on the Exercise Notice, shall bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (BSection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the U.S. Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; (c) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (d) did not receive an offer to exercise the Warrants in the United States; and (ce) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesOther than as provided in subsection 3.7(2), and the (a) Warrants may not be exercised within the United States States, or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not any person in the United States; and (b) is not a U.S. Person and is not exercising no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding subsection 3.7(1), Warrants on behalf may be exercised in the United States, or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Warrant Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements set forth in subsection 3.3(1)(iiWarrants is an Accredited Investor, and (b) the Person exercising the Warrants delivers a completed and executed U.S. Purchaser Letter or subsection 3.3(1)(iiiQualified Institutional Buyer Letter. (3) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) , unless the U.S. Warrantholder has executed and delivered a Qualified Institutional Buyer Letter to the Company and the Warrant Agent. Certificates representing Common Warrant Shares issued upon the exercise of Warrants which Warrants, pursuant to box 2 or 3 on the Exercise Notice, shall bear or deem to bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B2.7(2), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesSubject to Section 3.3(2) below, and the (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act Person; and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register (ii) no Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of issued upon exercise of the Warrants (a) is not may be delivered to any address in the United States; . (b2) is not a U.S. Person and is not exercising Notwithstanding Section 3.3(1), Warrants which bear the Warrants legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Person or a person in the United States; Person, and (c) represents and warrants that the Common Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants (i) is an original U.S. Purchaser who purchased the Warrants directly from the Corporation, (ii) is an institutional "accredited investor" that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a)(1), (2), (3) or subsection 3.3(1)(iii(7) andof Regulation D, or is a "qualified purchaser" as defined in Section 2(a)(51) of the U.S. Investment Company Act, and (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that in the case of subsection 3.3(1)(iii), a Warrantholder that is the original purchaser of the Warrants and who delivered the U.S. Accredited Investor Certificate attached to the subscription agreement of the Corporation has confirmed in writing connection with its purchase of Units pursuant to the Warrant Agent that private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of Warrants pursuant the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate remain true and correct and the Warrantholder represents to subsection 3.3(1)(iithe Corporation as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Form duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is an Original QIB Purchaser exercising Warrants pursuant to Section 3.2(4) (3) provided that the representations, warranties and covenants made by an Original QIB Purchaser in the U.S. QIB Letter remain true and correct at the time of exercise, and further provided that any exercise of Warrants by such an Original QIB Purchaser without notice to the Corporation or the Warrant Agent to the contrary shall be deemed a representation and warranty to the Corporation to such effect). Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1Section 2.8(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereofSection 3.3(2) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (Blegend set forth in Section 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Warrant Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any person in the United States or any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws securities laws of all applicable states is available. The Warrant Agent shall not issue or register Common Warrant Shares or the issue certificates representing such Common Warrant Shares unless the Warrantholder provides:provides (except in the case of Warrant Shares issued to CDS Clearing and Depository Services Inc. on exercise of CDS Global Warrants): (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Common Warrant Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under in Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, standing or other evidence in form and substance reasonably satisfactory to the Corporation, Corporation to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or and any applicable state securities laws. (2) No certificates representing Common Warrant Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), and the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii(other than any certificates representing any Warrant Shares issued in connection with the exercise of Warrants by an Original QIB Purchaser) shall bear the legend set forth in subsection 3.3(32.8(1) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) by an Original QIB Purchaser shall not bear the legend set forth in subsection 3.3(32.8(1). Common . (3) Warrant Shares, issued to, or for the account or benefit of, a U.S. Warrantholder other than an Original QIB Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in certificated form. Warrant Shares, issued to, or for the account or benefit of, a U.S. Warrantholder that is an Original QIB Purchaser (and any certificates issued in replacement thereof or in substitution therefor) may be issued in individually certificated formform if requested by such Original QIB Purchaser. (34) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(12.8(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (Blegend set forth in subsection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (45) Common Shares Any unexercised Warrants must be re-issued upon the exercise of Warrants prior to the date that is four months in certificated form and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE]legend set out in subsection 2.8(1).

U.S. Restrictions; Legended Certificates. ‌ (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides:provides:‌ (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; oror‌ (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesSubject to Section 3.3(2) below, and the (i) Warrants may not be exercised within the United States States, or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not any person in the United States; and (bii) is not a U.S. Person and is not exercising no Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding Section 3.3(1), Warrants on behalf which bear the legend set forth in Section 2.8(1) may be exercised in the United States, or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants is an "accredited investor" that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a) of Regulation D, and (b) delivers a completed and executed U.S. Purchaser Letter, or subsection 3.3(1)(iii) andprovides a legal opinion in form and substance satisfactory to the Corporation and the Warrant Agent which confirms that the issuance of the Shares is in compliance with the U.S. Securities Act and applicable state securities laws; provided however that, for greater certainty, in the case of subsection 3.3(1)(iii)a Warrantholder that is an Original QIB Purchaser, the Corporation has confirmed in writing such Warrantholder will not be required to the Warrant Agent that the deliver a U.S. Purchaser Letter or an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of the Warrants pursuant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to subsection 3.3(1)(iithe Corporation as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule "B" (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is an Original QIB Purchaser exercising Warrants pursuant to Section 3.2(4) (3) provided that the representations, warranties and covenants made by an Original QIB Purchaser in its U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to the Corporation as such). Certificates representing Common Shares issued upon the exercise of Warrants which Warrants, pursuant to box B or C on the Exercise Notice, shall bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (BSection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Warrant Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws securities laws of all applicable states is available. The Warrant Agent shall not issue or and register Common Warrant Shares or the issue certificates representing such Common Warrant Shares unless the Warrantholder provides:provides (except in the case of Warrant Shares issued to CDS Clearing and Depository Services Inc. on exercise of CDS Global Warrants): (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Common Warrant Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder holder confirms it: (a) is the original U.S. Purchaser and (a) who purchased the Warrants directly from the Corporation pursuant to the Corporation’s Unit offering, and who executed and delivered a duly executed subscription agreement (including any required certifications set forth therein) for Qualified Institutional Buyer Letter in the form annexed to the Subscription Agreement in connection with its purchase of Units; , (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchasera disclosed principal, (c) is, and such disclosed principal, if any; , is a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act at the time of exercise of the Warrants, (cd) each confirms the representations and warranties of it the holder in the Qualified Institutional Buyer Letter remain true and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on correct as of the date of exercise of the Warrants, an Accredited Investor; and (de) all re-affirms the representations, warranties and covenants “restricted security agreements” set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereofQualified Institutional Buyer Letter; or (iii) the holder confirms it: either (1)(a) is the original U.S. Purchaser who purchased the Warrants pursuant to the Corporation’s Unit offering, and who executed and delivered a Subscription Agreement in the form annexed to the Subscription Agreement in connection with its purchase of Units, (b) is exercising the Warrants for its own account or for the account of a disclosed principal, (c) is, and such disclosed principal, if any, is an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act at the time of exercise of the Warrants, (d) confirms the representations and warranties of the holder in the Subscription Agreement remain true and correct as of the date of exercise of the Warrants; or (2) has completed the U.S. Accredited Investor Status Certificate in the form attached to the Exercise Form; or (iv) an opinion of counsel of recognized standing, standing in form and substance reasonably satisfactory to the Corporation, Corporation to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Warrant Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii), 3.3(1)(iv) or subsection 3.3(1)(iii3.3(1)(iv) and, in the case of subsection 3.3(1)(iii3.3(1)(iv), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates certificates, if applicable, representing any Common Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii), 3.3(1)(iv) or 3.3(1)(iii3.3(1)(iv) shall bear the legend set forth in subsection 3.3(32.8(1) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3)2.8(1) unless the Corporation has informed the Warrant Agent in writing that it is not qualified to use the rules and forms available to Foreign Private Issuers under the U.S. Securities Act at such time. Common Shares, The Corporation hereby represents to the Warrant Agent that it qualifies as a Foreign Private Issuer as of the date hereof. (3) Warrant Shares issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (34) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(12.8(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii), 3.3(1)(iv) or subsection 3.3(1)(iii3.3(1)(iv) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (Blegend set forth in subsection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (45) Common Certificates representing Warrant Shares, or Warrant Shares issued in uncertificated form, issued upon the exercise of the Warrants prior to (and Warrants issued in substitution therefor or exchange thereof) during the date that is four months and one day after the date hereof Restrictive Period shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE]DECEMBER 14, 2020.” (6) Any unexercised Warrants must be re-issued in certificated form and bear the legend set out in subsection 2.8(1).

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesSubject to Section 3.3(2) below, and the (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act Person; and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register (ii) no Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of issued upon exercise of the Warrants (a) is not may be delivered to any address in the United States; . (b2) is not a U.S. Person and is not exercising Notwithstanding Section 3.3(1), Warrants which bear the Warrants legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Person or a person in the United States; Person, and (c) represents and warrants that the Common Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants (i) is an original U.S. purchaser who purchased the Warrants directly from the Corporation, (ii) is an institutional "accredited investor" that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a)(1), (2), (3) or subsection 3.3(1)(iii(7) andof Regulation D, or is a "qualified purchaser" as defined in Section 2(a)(51) of the U.S. Investment Company Act, and (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation and Warrant Agent, acting reasonably, a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that in the case of subsection 3.3(1)(iii), a Warrantholder that is the original purchaser of the Warrants and who delivered the United States Subscribers Representation Letter attached to the subscription agreement of the Corporation has confirmed in writing connection with its purchase of Special Warrants pursuant to the Warrant Agent that the Offering, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of Warrants pursuant the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate remain true and correct and the Warrantholder represents to subsection 3.3(1)(iithe Corporation as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is an Original QIB Purchaser exercising Warrants pursuant to Section 3.2(4) (3) provided that the representations, warranties and covenants made by an Original QIB Purchaser in the U.S. QIB Letter remain true and correct at the time of exercise, and further provided that any exercise of Warrants by such an Original QIB Purchaser without notice to the Corporation or the Warrant Agent to the contrary shall be deemed a representation and warranty to the Corporation to such effect). Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1Section 2.8(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereofSection 3.3(2) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (Blegend set forth in Section 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of of, or for the account or benefit of,any U.S. Person or person in the United States unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws securities laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides:provides (except in the case of Common Shares issued to CDS Clearing and Depository Services Inc. on exercise of CDS Global Warrants): (ia) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of of, or account or benefit of, a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “"offshore transaction” " (as defined under Regulation S under the U.S. Securities Act)S; or (iib) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased Units directly from the Corporation for its own account or the account of another "accredited investor", as that term is defined in Rule 501(a) of Regulation D, pursuant to an executed unit subscription agreement for the purchase of Units; (b) is exercising the Warrants solely for its own account or the account of such other accredited investor for whose account such holder exercises sole investment discretion; (c) was an accredited investor, both on the date the Units were purchased from the Corporation and on the date of the exercise of the Warrants; and (d) if the Warrants are being exercised on behalf of another person, the Warrantholder represents, warrants and certifies that such person was the beneficial purchaser for whose account the Warrantholder originally acquired Units upon the exercise of which the Warrants were acquired and was an accredited investor, both on the date the Units were purchased from the Corporation and on the date of the exercise of the Warrants; (c) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investora "qualified institutional buyer" within the meaning of Rule 144A under the U.S. Securities Act; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iiid) an opinion of counsel of recognized standing, standing in form and substance reasonably satisfactory to the Corporation, Corporation to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) Sections 3.3(1)(b), 3.3(1)(c), or subsection 3.3(1)(iii3.3(1)(d) and, in the case of subsection 3.3(1)(iii3.3(1)(d), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) Sections 3.3(1)(b), 3.3(1)(c), or 3.3(1)(iii3.3(1)(d) shall bear the legend set forth in subsection Section 3.3(3) of this Indenture. Certificates representing Warrant Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(iSection 3.3(1)(a) shall not bear the legend set forth in subsection Section 3.3(3). Common Warrant Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Person or person in the United States (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(12.8(1) and which are issued and delivered pursuant to subsection 3.3(1)(iiSections 3.3(1)(b), 3.3(1)(c) or subsection 3.3(1)(iiiand 3.3(1)(d) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"U.S. SECURITIES ACT”") OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, AND BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF KWESST MICRO SYSTEMS INC. (THE "CORPORATION") THAT SUCH SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, IF AVAILABLE, (C) PURSUANT TO AN WITHIN THE UNITED STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (iiI) RULE 144 OR (iiiII) RULE144A THEREUNDERRULE 144A, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN COMPLIANCE WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY LAWS AFTER FIRST PROVIDING TO THE CORPORATION, MUST FIRST BE PROVIDED IN EACH CASE OF (C)(I) AND (D) IF REQUESTED, AN OPINION OF U.S. COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO THAT THE EFFECT THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE DOES NOT REQUIRE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND OR APPLICABLE STATE SECURITIES LAWS, AND AFTER FIRST PROVIDING TO THE CORPORATION SUCH OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE SECURITIES LAWS AS THE CORPORATION SHALL REASONABLY REQUEST. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “"GOOD DELIVERY” " IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”" (4) Common Shares Any unexercised Warrants must be re-issued upon the exercise of Warrants prior to the date that is four months in certificated form and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE]legend set out in Section 2.8(1).

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United StatesSubject to Section 3.3(2) below, and the (i) Warrants may not be exercised within the United States States, or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not any person in the United States; and (bii) is not a U.S. Person and is not exercising no Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding Section 3.3(1), Warrants on behalf may be exercised in the United States, or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants is an "accredited investor" that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a) of Regulation D, and (b) delivers a completed and executed U.S. Purchaser Letter, or subsection 3.3(1)(iii) and, provides a legal opinion in the case of subsection 3.3(1)(iii), form and substance satisfactory to the Corporation has confirmed in writing to and the Warrant Agent which confirms that the issuance of the Shares is in compliance with the U.S. Securities Act and applicable state securities laws; provided however that a Warrantholder that is a U.S. Purchaser who executed and delivered a U.S. QIB Letter or U.S. AI Certificate will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of the Warrants pursuant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter or the U.S. AI Certificate, as the case may be, remain true and correct and the Warrantholder represents to subsection 3.3(1)(iithe Corporation as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is an Original QIB Purchaser exercising Warrants pursuant to Section 3.2(3) (3) provided that the representations, warranties and covenants made by an Original QIB Purchaser in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to the Corporation as such). Certificates representing Common Shares issued upon the exercise of Warrants which Warrants, pursuant to box C on the Exercise Notice, shall bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (BSection 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Ordinary Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of of, or for the account or benefit of, any U.S. Person or person in the United States unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws securities laws of all applicable states is available. The Warrant Agent shall not issue or register Common Warrant Shares or the certificates representing such Common Warrant Shares unless the Warrantholder provides: provides (i) a written certification that except in the Warrantholder at case of Ordinary Shares issued to the time of Depository on exercise of CDS Global Warrants) the Warrants (a) is not certifications and documentation contemplated in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants this Article 3 and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities lawsExercise Notice. (2) No certificates representing Common Ordinary Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) Box B or subsection 3.3(1)(iii) and, in C of the case of subsection 3.3(1)(iii), Exercise Notice and the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such Counsel or other evidence required by the Corporation provided in connection therewith is reasonably satisfactory to the Corporation. The certificates representing any Common Ordinary Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) Box B or 3.3(1)(iii) C of the Exercise Notice shall bear the legend set forth in subsection 3.3(3Section 2.8(1) of this Indenture. Certificates representing Warrant Ordinary Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) Box A of the Exercise Notice shall not bear the legend set forth in subsection 3.3(3Section 2.8(1). Common Shares, Warrant Shares issued to, pursuant to exercises pursuant to Box B or for Box C of the account or benefit of, a U.S. Purchaser that is an Accredited Investor Exercise Notice (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Any unexercised Warrants which that bear the legend set forth out in subsection 2.9(1Section 2.8(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate must be re-issued in exchange therefor or in substitution thereof) shall certificated form and bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (Blegend set out in Section 2.8(1), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common If any Warrant Shares issued upon are being sold outside the exercise United States in accordance with Rule 904 of Warrants prior Regulation S and in compliance with applicable local securities laws and regulations, the applicable legend may be removed by providing a declaration in the form attached as Schedule “B” hereto or as may be prescribed by the Corporation from time to time, together with any other evidence, which may, without limitation, include an opinion of Counsel of recognized standing, in form and substance satisfactory to the date Corporation; provided, further, that, if any Warrant Shares are being sold pursuant to Rule 144 under the U.S. Securities Act or pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, the legend may be removed by delivery to the Corporation and to the transfer agent for the Ordinary Shares of the Corporation of an opinion of Counsel, of recognized standing satisfactory in form and substance to the Corporation, to the effect that such legend is four months no longer required under applicable requirements of the U.S. Securities Act and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE]any state securities laws.

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws securities laws of all applicable states states, including documentation reasonably satisfactory to the Corporation, is available, at the discretion of the Corporation. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides:provides (except in the case of Common Shares issued to CDS Clearing and Depository Services Inc. on exercise of CDS Global Warrants, if any): (ia) a written certification that the Warrantholder at the time of exercise of the Warrants (ai) is not in the United States; (bii) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (ciii) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (iib) a written certification that the Warrantholder is the original Original U.S. Purchaser and (ai) either purchased the Warrants directly from the Corporation for its own account or the account of another “accredited investor”, as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”), pursuant to a duly an executed subscription agreement (including any required certifications set forth therein) for the purchase of Unitsor is a Qualified U.S. Shareholder; (bii) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if anysuch other Accredited Investor for whose account such holder exercises sole investment discretion; (ciii) each of it and any beneficial purchaser was an Accredited Investor, both on the date the Units Warrants were purchased from the Corporation, Corporation and is on the date of the exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].;

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Warrant Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Warrant Shares or the certificates representing such Common Warrant Shares unless the Warrantholder provides: (ia) a written certification that the Warrantholder at the time of exercise of the Warrants Warrants: (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; (c) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (d) did not receive an offer to exercise the Warrants in the United States; and (ce) represents and warrants that the exercise of the Warrants and the acquisition of the Common Warrant Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or; (iib) a written certification that the Warrantholder is the original U.S. Purchaser and and: (a) purchased the Warrants Units directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an a U.S. Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to be true and correct as if duly executed as of the date thereof; or (iiic) an opinion of counsel of recognized standing, or other evidence, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Warrant Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii3.3(1)(b) or subsection 3.3(1)(iii3.3(1)(c) and, in the case of subsection 3.3(1)(iii3.3(1)(c), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii3.3(1)(b) or 3.3(1)(iii3.3(1)(c) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i3.3(1)(a) shall not bear the legend set forth in subsection 3.3(3). Common Warrant Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an a U.S. Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii3.3(1)(b) or subsection 3.3(1)(iii3.3(1)(c) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) ), OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D) IN COMPLIANCE WITH ANOTHER EXEMPTION OR (E), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” provided, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACTif any such Warrant Shares are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior legend set forth above may be removed by providing an executed declaration to the date Corporation and its registrar and transfer agent, to the effect set forth in Schedule “B” hereto (or in such other form as the Corporation may prescribe from time to time) and, if requested by the Corporation or the registrar and transfer agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the registrar and transfer agent to the effect that such sale is four months being made in compliance with Rule 904 of Regulation S; provided further, that if the Warrant Shares are being sold pursuant to Rule 144 under the U.S. Securities Act and one day after in compliance with any applicable state securities laws, the date hereof shall bear legend may be removed by delivering to the Corporation’s registrar and transfer agent an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the registrar and transfer agent, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE]applicable state securities laws.

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Subject to Section 3.3(2) below: (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares or the certificates representing such Common Shares unless the Warrantholder provides: (i) a written certification that the Warrantholder at the time of exercise of the Warrants (a) is not any person in the United States; and (bii) is not a U.S. Person and is not exercising no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States. (2) Notwithstanding Section 3.3(1), Warrants on behalf which bear the legend set forth in Section 2.8(1) may be exercised in the United States or for the account or benefit of a U.S. Person or a person in the United States; , and (c) represents and warrants that the Common Shares issued upon exercise of the any such Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants directly from the Corporation pursuant to a duly executed subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any; (c) each of it and any beneficial purchaser was on the date the Units were purchased from the Corporation, and is on the date of exercise of the Warrants, an Accredited Investor; and (d) all the representations, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder for the purchase of Units from the Corporation continue to may be true and correct as if duly executed as of the date thereof; or (iii) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless States, provided that (a) the Warrantholder complies with Person exercising the requirements Warrants is an “accredited investor” that satisfies one or more of the criteria set forth in subsection 3.3(1)(iiRule 501(a) or subsection 3.3(1)(iiiof Regulation D, and (b) anddelivers to the Company and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that, for greater certainty, in the case of subsection 3.3(1)(iii)a Warrantholder that is a QIB Purchaser or an IAI Purchaser, the Corporation has confirmed in writing such U.S. Warrantholder will not be required to the Warrant Agent that the deliver an opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Shares issued in connection with the due exercise of the Warrants pursuant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter or U.S. IAI Purchaser Letter, as applicable, remain true and correct at the time of exercise and the Warrantholder represents to subsection 3.3(1)(iithe Company as such. (3) or 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection 3.3(3). Common Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “B” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. , unless the U.S. Warrantholder is a QIB Purchaser exercising Warrants pursuant to Section 3.2(4) (3) provided that the representations, warranties and covenants made by a QIB Purchaser in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to the Company as such). Certificates representing Common Shares issued upon the exercise of Warrants which Warrants, pursuant to box B or C on the Exercise Notice, shall bear the legend set forth in subsection 2.9(1) and which are issued and delivered pursuant to subsection 3.3(1)(ii) or subsection 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOF, (ii) RULE 144 OR (iii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares issued upon the exercise of Warrants prior to the date that is four months and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE].Section 2.8(1).‌

U.S. Restrictions; Legended Certificates. (1) The Warrants and the Common Warrant Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United Statesof, and the Warrants may not be exercised within a person in the United States or by or on behalf of any a U.S. Person Person, unless an exemption exemptions are available from the registration requirements of the U.S. Securities Act and the Securities Laws securities laws of all applicable states is availablestates. The Warrant Agent shall not issue or register Common Warrant Shares or the certificates representing such Common Warrant Shares unless the Warrantholder provides:provides (except in the case of Common Shares issued to CDS Clearing and Depository Services Inc. on exercise of CDS Global Warrants): (i) a written certification that the Warrantholder Warrantholder, at the time of exercise of the Warrants Warrants: (a) is not in the United States; (b) is not a U.S. Person and Person; (c) is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (cd) represents and warrants that the exercise of the Warrants and the acquisition of the Common Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under in Rule 902(h) of Regulation S under the U.S. Securities Act); or (ii) a written certification that the Warrantholder is the original U.S. Purchaser and (a) purchased the Warrants Units directly from the Corporation for its own account or the account of another U.S. Accredited Investor, pursuant to a duly an executed Unit subscription agreement (including any required certifications set forth therein) for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if anysuch other U.S. Accredited Investor for whose account such holder exercises sole investment discretion; (c) each of it and any beneficial purchaser was a U.S. Accredited Investor, both on the date the Units were purchased from the Corporation, Corporation and is on the date of the exercise of the Warrants, an Accredited Investor; and (d) all if the representationsWarrants are being exercised on behalf of another person, warranties and covenants set forth in the written and duly executed subscription agreement (including any required certifications set forth therein) made by the Warrantholder represents, warrants and certifies that such person was the beneficial purchaser for whose account the purchase Warrantholder originally acquired Units upon the exercise of which the Warrants were acquired and was a U.S. Accredited Investor, both on the date the Units were purchased from the Corporation continue to be true and correct as if duly executed as on the date of the date thereofexercise of the Warrants; or (iii) an opinion of counsel of recognized standing, standing in form and substance reasonably satisfactory to the Corporation, Corporation to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act or and any applicable state securities laws. (2) No certificates representing Common Warrant Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.3(1)(ii) or subsection 3.3(1)(iii) and, in the case of subsection 3.3(1)(iii), the Corporation has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Corporation is reasonably satisfactory to the Corporation. The certificates representing any Common Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(ii) or and 3.3(1)(iii) shall bear the legend set forth in subsection 3.3(3) of this Indenture. Certificates representing Warrant Shares issued in connection with the exercise of Warrants pursuant to subsection 3.3(1)(i) shall not bear the legend set forth in subsection subsections 3.3(3). Common Warrant Shares, issued to, or for the account or benefit of, a U.S. Purchaser that is an Accredited Investor (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (3) Certificates representing Common Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in subsection 2.9(12.9(1)(a) and which are issued and delivered pursuant to subsection Section 3.3(1)(ii) or subsection and 3.3(1)(iii) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the following legend: legend (including any legends imposed by applicable Canadian securities laws and the rules of the TSX if such Warrants are exercised into Warrant Shares prior to the date which is four months plus one day from the date hereof): “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO POLYMET MINING CORP. (THE CORPORATION“COMPANY”), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) SECTION 4(a)(7) THEREOFRULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144 OR (iii) RULE144A 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B), (C), C)(i) OR (D) OR (E), ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, COMPANY MUST FIRST BE PROVIDED TO THE CORPORATION COMPUTERSHARE INVESTOR SERVICES INC. TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION, OR IS THE SUBJECT OF AN EFFECTIVE REGISTRATION STATEMENT, UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” (4) Common Shares Any unexercised Warrants must be re-issued upon the exercise of Warrants prior to the date that is four months in certificated form and one day after the date hereof shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE APPLICABLE DISTRIBUTION DATE]legend set out in Section 2.9(1)(a).