Exhibit 99.1
AMENDED AND RESTATED
SHAREHOLDER RIGHTS PLAN AGREEMENT
MADE
AS OF July 9, 2009
AND AMENDED AND RESTATED AS OF JANUARY
19, 2010 AND MAY 29, 2018
BETWEEN
ADVANTAGE
OIL & GAS LTD.
AND
COMPUTERSHARE
TRUST COMPANY OF CANADA
AS RIGHTS
AGENT
TABLE
OF CONTENTS
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT
Article 1 INTERPRETATION |
1 |
1.1 Certain Definitions |
1 |
1.2 Currency |
11 |
1.3 Headings |
11 |
1.4 Calculation of Number and Percentage of Beneficial Ownership of Outstanding Shares |
12 |
1.5 Acting Jointly or in Concert |
12 |
1.6 Generally Accepted Accounting Principles |
12 |
Article 2 THE RIGHTS |
12 |
2.1 Issue of Rights and Legend on Share Certificates |
12 |
2.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights |
13 |
2.3 Adjustments to Exercise Price; Number of Rights |
15 |
2.4 Date on Which Exercise is Effective |
18 |
2.5 Execution, Authentication, Delivery and Dating of Rights Certificates |
18 |
2.6 Registration, Transfer and Exchange |
18 |
2.7 Mutilated, Destroyed, Lost and Stolen Rights Certificates |
19 |
2.8 Persons Deemed Owners of Rights |
20 |
2.9 Delivery and Cancellation of Certificates |
20 |
2.10 Agreement of Rights Holders |
20 |
2.11 Rights Certificate Holder Not Deemed a Shareholder |
21 |
2.12 Global Share Certificate and Book Entry System |
21 |
Article 3 ADJUSTMENTS TO THE RIGHTS |
21 |
3.1 Flip-in Event |
21 |
Article 4 THE RIGHTS AGENT |
22 |
4.1 General |
22 |
4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent |
23 |
4.3 Duties of Rights Agent |
23 |
4.4 Change of Rights Agent |
24 |
Article 5 MISCELLANEOUS |
25 |
5.1 Redemption and Waiver |
25 |
5.2 Expiration |
26 |
5.3 Issuance of New Rights Certificates |
26 |
5.4 Supplements and Amendments |
26 |
5.5 Fractional Rights and Fractional Shares |
28 |
5.6 Rights of Action |
28 |
5.7 Regulatory Approvals |
28 |
5.8 Declaration as to Non-Canadian or Non-U.S. Holders |
28 |
5.9 Notices |
28 |
5.10 Costs of Enforcement |
29 |
5.11 Successors |
29 |
5.12 Benefits of this Agreement |
29 |
5.13 Governing Law |
30 |
5.14 Severability |
30 |
5.15 Effective Date |
30 |
5.16 Reconfirmation |
30 |
5.17 Determinations and Actions by the Directors |
30 |
5.18 Time of the Essence |
30 |
5.19 Execution in Counterparts |
31 |
AMENDED
AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT
MEMORANDUM OF AGREEMENT made as of July
9, 2009 and amended and restated as of January 19, 2010 and May 29, 2018 between Advantage Oil & Gas Ltd., a corporation
incorporated under the laws of the Province of Alberta (the "Corporation" or "AOG"), and Computershare
Trust Company of Canada, a trust company incorporated under the laws of Canada (the "Rights Agent");
RECITALS:
WHEREAS:
| A. | On July 9, 2009 the Corporation and the Rights Agent entered into a shareholder protection rights
plan agreement made as of July 9, 2009, which was amended and restated on January 10, 2010 (the "Existing Rights Plan"); |
| B. | The Existing Rights Plan was reconfirmed by Shareholders (as defined below) at the annual meetings
of the Shareholders held in each of 2012 and 2015 and was effective until the termination of the annual meeting of Shareholders
to be held in 2018; |
| C. | AOG has determined that it is advisable to amend and restate the Existing Rights Plan to reflect
certain amendments under Applicable Securities Laws (as defined below) and certain governance practices and recommendations, and
to ensure, to the extent possible, that all Shareholders are treated fairly in connection with any take-over bid for the Shares
and to ensure that the Directors are provided with sufficient time to evaluate unsolicited take-over bids and to explore and develop
alternatives to maximize Shareholder value; |
| D. | Each Right entitles a Shareholder, after the Separation Time, to purchase securities of the Corporation
pursuant to the terms and subject to the conditions set forth herein; |
| E. | The Rights Agent is appointed to act on behalf of the Corporation and the holders of the Rights
and the Rights Agent is willing to so act in connection with the issuance, transfer and exchange and replacement of Rights Certificates,
the exercise of Rights and other matters referred to herein; and |
| F. | This Agreement shall remain in place for the period specified herein, subject to the Agreement
being approved by the Shareholders as herein provided and thereafter reconfirmed by the Shareholders every three years in the manner
set forth herein. |
NOW THEREFORE, in
consideration of the premises and the respective covenants and agreements set forth herein, and subject to such covenants and agreements,
the parties hereby agree as follows:
Article 1
INTERPRETATION
For purposes of this
Agreement, including the recitals hereto, the following terms have the meanings indicated:
| (a) | "Acquiring Person" means any Person who is the Beneficial Owner of 20% or more
of the outstanding Shares provided, however, that the term "Acquiring Person " shall not include: |
| (i) | the Corporation or any Subsidiary of the Corporation; |
| (ii) | any Person who becomes the Beneficial Owner of 20% or more of the outstanding Shares as a result
of one or any combination of (A) a Convertible Security Acquisition, (B) an Exempt Acquisition, (C) a Permitted Bid Acquisition,
(D) a Pro Rata Acquisition, or (E) a Share Reduction; provided, however, that if a Person becomes the Beneficial Owner of 20% or
more of the outstanding Shares by reason of one or any combination of the operation of Paragraphs (A), (B), (C), (D) or (E) above
and such Person's Beneficial Ownership of Shares thereafter increases by more than 1.0% of the number of Shares outstanding (other
than pursuant to one or any combination of an Exempt Acquisition, a Permitted Bid Acquisition, a Pro Rata Acquisition or a Share
Reduction), then as of the date such Person becomes the Beneficial Owner of such additional Shares, such Person shall become an
"Acquiring Person"; |
| (iii) | for a period of ten days after the Disqualification Date (as defined below), any Person who becomes
the Beneficial Owner of 20% or more of the outstanding Shares as a result of such Person becoming disqualified from relying on
Subsection 1.1(h)(v) solely because such Person or the Beneficial Owner of such Shares is making or has announced a current intention
to make a Take-over Bid, either alone or by acting jointly or in concert with any other Person. For the purposes of this definition,
"Disqualification Date" means the first date of public announcement of facts indicating that any Person is making
or has announced an intention to make a Take-over Bid; |
| (iv) | a Person (a "Grandfathered Person") who is the Beneficial Owner of 20% or more
of the outstanding Shares determined as at the close of business on the Effective Date; provided further, however, that this exemption
shall not be, and shall cease to be, applicable to a Grandfathered Person in the event that such Grandfathered Person shall, after
the Effective Date, become the Beneficial Owner of more than 1.0% of the number of Shares then outstanding in addition to those
Shares already held by such Person (other than through any one or any combination of a Convertible Security Acquisition, an Exempt
Acquisition, a Permitted Bid Acquisition, a Pro Rata Acquisition, or a Share Reduction); or |
| (v) | an underwriter or member of a banking or selling group that becomes the Beneficial Owner of 20%
or more of the Shares in connection with a distribution of securities of the Corporation; |
| (b) | "Affiliate", when used to indicate a relationship with a specified Person, means
a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, such specified Person; |
| (c) | "Agreement" means this Shareholder Rights Plan Agreement dated as of July 9,
2009, between the Corporation and the Rights Agent, as amended and restated on each of January 19, 2010 and May 29, 2018 and
as the same may be further amended or supplemented from time to time; "hereof", "herein", "hereto"
and similar expressions mean and refer to this Agreement as a whole and not to any particular part of this Agreement; |
| (d) | "annual cash distributions" means cash distributions or dividends paid in any
fiscal year of the Corporation to the extent that such cash distributions or dividends do not exceed, in the aggregate, the greatest
of: |
| (i) | 200% of the aggregate amount of cash distributions or dividends declared payable by the Corporation
(including any predecessor thereto) on the Shares in its immediately preceding fiscal year; |
| (ii) | 300% of the arithmetic mean of the aggregate amounts of the annual cash distributions or dividends
declared payable by the Corporation (including any predecessor thereto) on the Shares in its three immediately preceding fiscal
years; and |
| (iii) | 150% of the aggregate consolidated net income of the Corporation, before extraordinary items, for
its immediately preceding fiscal year; |
| (e) | "AOG" or the "Corporation" means Advantage Oil & Gas Ltd.,
a corporation incorporated under the laws of the Province of Alberta; |
| (f) | "Applicable Securities Laws" means, collectively, all applicable securities laws
of each applicable province, state or federal jurisdiction and the respective rules, regulations, policies, instruments, rulings
and orders thereunder, including, for greater certainty, the Securities Act (Alberta), NI 62-104, the 1933 Securities Act
and the 1934 Exchange Act; |
| (g) | "Associate" means, when used to indicate a relationship with a specified Person,
a spouse of that Person, any Person of the same or opposite sex with whom that Person is living in a conjugal relationship outside
marriage, a child of that Person, or a relative of that Person if that relative has the same residence as that Person; |
| (h) | A Person shall be deemed the "Beneficial Owner" of, and to have "Beneficial
Ownership" of, and to "Beneficially Own", |
| (i) | any securities as to which such Person or any of such Person's Affiliates or Associates is the
owner at law or in equity; |
| (ii) | any securities as to which such Person or any of such Person's Affiliates or Associates has the
right to become the owner at law or in equity (where such right is exercisable within a period of 60 days, whether or not on condition
or the happening of any contingency or the making of any payment) pursuant to any agreement, arrangement, pledge or understanding,
whether or not in writing (other than (x) customary agreements with and between underwriters and/or banking group members and/or
selling group members with respect to a public offering or private placement of securities and (y) pledges of securities in the
ordinary course of business), or upon the exercise of any conversion exercise or exchange or purchase of a right attaching to a
Convertible Security, other security, warrant or option (other than the Rights) to purchase a Share; or |
| (iii) | any securities which are Beneficially Owned within the meaning of Subsections 1.1(h)(i) and (ii)
by any other Person with whom such Person, or any of such Person's Affiliates, is acting jointly or in concert; |
provided, however, that a Person
shall not be deemed the "Beneficial Owner" of, or to have "Beneficial Ownership" of, or to "Beneficially
Own", any security:
| (iv) | where such security has been agreed to be deposited or tendered pursuant to a Lock-up Agreement
or is otherwise deposited to any Take-over Bid made by such Person, made by any of such Person's Affiliates or Associates or made
by any other Person acting jointly or in concert with such Person, until such deposited or tendered security has been taken up
or paid for, whichever shall first occur; |
| (v) | where such Person, any of such Person's Affiliates or Associates or any other Person acting jointly
or in concert with such Person holds such security, provided that: |
| (A) | the ordinary business of any such Person (the "Investment Manager") includes the
management of investment funds for others (which others, for greater certainty, may include or be limited to one or more employee
benefit plans or pension plans) and such security is held by the Investment Manager in the ordinary course of such business in
the performance of such Investment Manager's duties for the account of any other Person (a "Client") including
non-discretionary accounts held on behalf of a Client by a broker or dealer appropriately registered under applicable law; |
| (B) | such Person is (1) the manager or trustee (the "Fund Manager") of a mutual fund
(a "Mutual Fund") that is registered or qualified to issue its securities to investors under Applicable Securities
Laws and such security is held in the ordinary course of business in the performance of the Corporation Manager’s duties with respect
to the Mutual Fund, or (2) a Mutual Fund; |
| (C) | such Person (the "Trust Company") is licensed to carry on the business of a trust
company under applicable laws and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates
of deceased or incompetent Persons (each an "Estate Account") or in relation to other accounts (each an "Other
Account") and holds such security in the ordinary course of such duties for such Estate Account or for such Other Accounts; |
| (D) | such Person is established by statute for purposes that include, and the ordinary business or activity
of such Person (the "Statutory Body") includes, the management of investment funds for employee benefit plans,
pension plans, insurance plans or various public bodies; |
| (E) | such Person (the "Plan Administrator") is the administrator or trustee of one
or more pension funds or plans (a "Plan"), or is a Plan, registered or qualified under the laws of Canada or any
Province thereof or the laws of the United States of America or any State thereof, or |
| (F) | such Person (the "Crown Agent") is a Crown agent or agency; |
provided, in any of the above cases,
that the Investment Manager, the Corporation Manager, the Mutual Fund, the Trust Company, the Statutory Body, the Plan Administrator,
the Plan or the Crown Agent, as the case may be, is not then making a Take-over Bid or has not then announced an intention to make
a Take-over Bid alone or acting jointly or in concert with any other Person, other than an Offer to Acquire Shares or other securities
(x) pursuant to a distribution by the Corporation, (y) by means of a Permitted Bid or (z) by means of ordinary market transactions
(including prearranged trades entered into in the ordinary course of business of such Person) executed through the facilities of
a stock exchange or organized over-the-counter market;
| (vi) | where such Person is (A) a Client of the same Investment Manager as another Person on whose account
the Investment Manager holds such security, (B) an Estate Account or an Other Account of the same Trust Company as another Person
on whose account the Trust Company holds such security or (C) a Plan with the same Plan Administrator as another Plan on whose
account the Plan Administrator holds such security; |
| (vii) | where such Person is (A) a Client of an Investment Manager and such security is owned at law or
in equity by the Investment Manager, (B) an Estate Account or an Other Account of a Trust Company and such security is owned at
law or in equity by the Trust Company or (C) a Plan and such security is owned at law or in equity by the Plan Administrator; or |
| (viii) | where such Person is a registered holder of such security as a result of carrying on the business
of, or acting as a nominee of, a securities depositary; |
| (i) | "Board" means the board of directors of AOG; |
| (j) | "Business Day" means any day other than a Saturday, Sunday or a day on which banking
institutions in Calgary, Alberta are authorized or obligated by law to close; |
| (k) | "Canadian Dollar Equivalent" of any amount which is expressed in United States
Dollars means, on any date, the Canadian dollar equivalent of such amount determined by multiplying such amount by the U.S. - Canadian
Exchange Rate in effect on such date; |
| (l) | "Canadian - U.S. Exchange Rate" means, on any date, the inverse of the U.S. -
Canadian Exchange Rate in effect on such date; |
| (m) | "close of business" on any given date means the time on such date (or, if such
date is not a Business Day, the time on the next succeeding Business Day) at which the principal transfer office in Calgary of
the transfer agent for the Shares (or, after the Separation Time, the principal transfer office in Calgary of the Rights) is closed
to the public; provided that, for the purposes of the definitions of "Competing Permitted Bid" and "Permitted Bid",
"close of business" on any date means 11:59 p.m. (local time at the place of deposit) on such date (or, if such date
is not a Business Day, 11:59 p.m. (local time at the place of deposit) on the next succeeding Business Day); |
| (n) | "Competing Permitted Bid" means a Take-over Bid that: |
| (i) | is made after a Permitted Bid or another Competing Permitted Bid has been made and prior to the
expiry of the Permitted Bid or Competing Permitted Bid; |
| (ii) | satisfies all components of the definition of a Permitted Bid other than the requirements set out
in Paragraph 1.1(ll)(ii)(A) of the definition of a Permitted Bid; and |
| (iii) | contains, and the take-up and payment for securities tendered or deposited is subject to, an irrevocable
and unqualified condition that no Shares will be taken up or paid for pursuant to the Take-over Bid prior to the close of business
on the date that is no earlier than the date which is the last day of the minimum initial deposit period that such Take-over Bid
must remain open for deposits of securities thereunder pursuant to Applicable Securities Laws after the date of the Take-over Bid
constituting the Competing Permitted Bid, |
provided, however,
that a Competing Permitted Bid will cease to be a Competing Permitted Bid at any time when such bid ceases to meet any of the provisions
of this definition and provided that, at such time, any acquisition of Shares made pursuant to such Competing Permitted Bid, including
any acquisitions of Shares theretofore made, will cease to be a Permitted Bid Acquisition;
| (o) | "controlled" a corporation is “controlled” by another Person or two
or more Persons acting jointly or in concert if: |
| (i) | securities entitled to vote in the election of directors carrying more than 50 per cent of the
votes for the election of directors are held, directly or indirectly, by or on behalf of the other Person or two or more Persons
acting jointly or in concert; and |
| (ii) | the votes carried by such securities are entitled, if exercised, to elect a majority of the board
of directors of such corporation; |
"controls" and
"under common control with" shall be interpreted accordingly;
| (p) | "Convertible Security" shall mean a security convertible, exercisable or exchangeable
into a Share and a "Convertible Security Acquisition" shall mean an acquisition by a Person of Shares upon the
exercise, conversion or exchange of a Convertible Security received by a Person pursuant to a Permitted Bid Acquisition, an Exempt
Acquisition or a Pro Rata Acquisition; |
| (q) | "Co-Rights Agents" has the meaning ascribed thereto in Subsection 4.1(a); |
| (r) | "Directors" mean the directors of the Board; |
| (s) | "Disposition Date" has the meaning ascribed thereto in Subsection 5.1(h); |
| (t) | "Effective Date" means July 9, 2009; |
| (u) | "Election to Exercise" has the meaning ascribed thereto in Subsection 2.2(d)(ii); |
| (v) | "Exempt Acquisition" means a Share acquisition: |
| (i) | in respect of which the Directors have waived the application of Section 3.1 pursuant to the provisions
of Subsection 5.1(a) or 5.1(h); or |
| (ii) | pursuant to an amalgamation, merger, plan of arrangement or other statutory procedure having similar
effect which has been approved, and/or the issuance of securities of the Corporation pursuant to such amalgamation, merger, plan
of arrangement or other statutory procedure which has been approved, by the Board and by the holders of Shares by the requisite
majority or majorities of the holders of Shares at a meeting of such holders duly called and held for such purpose in accordance
with the provisions of Business Corporations Act (Alberta), the by laws of the Corporation and any other applicable legal
requirements; |
| (w) | "Exercise Price" means, as of any date, the price at which a holder of Rights
may purchase the securities issuable upon exercise of one whole Right which, until adjustment thereof in accordance with the terms
hereof, shall be $100; |
| (x) | "Expansion Factor" has the meaning ascribed thereto in Subsection 2.3(a)(x); |
| (y) | "Expiration Time" means the close of business on the date of termination of this
Agreement pursuant to Section 5.16; |
| (z) | "Flip-in Event" means a transaction or other event in or pursuant to which any
Person becomes an Acquiring Person; |
| (aa) | "holder" in respect of the Rights has the meaning ascribed thereto in Section
2.8; |
| (bb) | "Independent Shareholders" means Shareholders, other than: |
| (ii) | any Offeror (other than any Person who, by virtue of Subsection 1.1(h)(v), is not deemed to Beneficially
Own the Shares held by such Person); |
| (iii) | any Affiliate or Associate of any Acquiring Person or Offeror; |
| (iv) | any Person acting jointly or in concert with any Acquiring Person or Offeror; and |
| (v) | any employee benefit plan, option plan, deferred profit sharing plan, securities participation
plan and any other similar plan or trust for the benefit of employees of the Corporation or a Subsidiary unless the beneficiaries
of the plan or trust direct the manner in which the Shares are to be voted or withheld from voting or direct whether the Shares
are to be tendered to a Take-over Bid; |
| (cc) | "Lock-Up Agreement" means an agreement between a Person and one or more Shareholders
(each a "Locked-up Person") the terms of which are publicly disclosed and a copy of which is made available to
the public (including the Corporation) not later than (i) the date the Lock-up Bid (as defined below) is publicly announced or,
(ii) if the Lock-up Bid has been made prior to the date on which such agreement is entered into forthwith and in any event not
later than the date following the date of such agreement, pursuant to which each Locked-up Person agrees to deposit or tender Shares
to a Take-over Bid (the "Lock-up Bid") to be made or made by the Person or any of such Person's Affiliates or
Associates or any other Person referred to in Subsection (iii) of the definition of Beneficial Owner and which provides: |
| (i) | that any agreement to deposit or tender to, or to not withdraw Shares from, the Lock-up Bid is
terminable at the option of the Locked-up Person in order to tender or deposit such Shares to another Take-over Bid or support
another transaction: |
| (A) | where the price or value per Share offered under such other Take-over Bid or transaction is higher
than the price or value per Share offered under the Lock-up Agreement; or |
| (I) | the price or value per Share offered under the other Take-over Bid or transaction exceeds the price
or value per Share offered or proposed to be offered under the Lock-up Bid by an amount that is equal to or greater than the lesser
of (x) any amount specified in the agreement and (y) 7%; or |
| (II) | the number of Shares to be purchased under the other Take-over Bid or transaction exceeds the number
of Shares offered to be purchased under the Lock-up Bid by an amount that is equal to or greater than the lesser of (x) any amount
specified in the agreement and (y) 7%, at a price or value per Share, as applicable, that is not less than the price or value per
Share offered under the Lock-up Bid; |
and the agreement may contain
a right of first refusal or require a period of delay to give such Person an opportunity to match a higher price or value in another
Take-over Bid or transaction or other similar limitation on a Locked-up Person's right to withdraw Shares from the agreement, so
long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Shares during the period
of the other Take-over Bid or transaction; and
| (ii) | no "break-up " fees, "top-up" fees, penalties, expenses or other amounts that
exceed in the aggregate the greater of: |
| (A) | the cash equivalent of 2.5% of the price or value payable under the Lock-up Bid to a Locked-up
Person; and |
| (B) | 50% of the amount by which the price or value payable under another Take-over Bid or transaction
to a Locked-up Person exceeds the price or value of the consideration that such Locked-up Person would have received under the
Lock-up Bid, |
shall be payable by a Locked-up
Person pursuant to the agreement in the event a Locked-up Person fails to deposit or tender Shares to the Lock-up Bid or withdraw
Shares previously tendered thereto in order to tender to another Take-over Bid or support another transaction;
| (dd) | "Market Price" per security of any securities on any date of determination means
the average of the daily closing prices per security of the securities (determined as described below) on each of the 20 consecutive
Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type
analogous to any of the events described in Section 2.3 hereof shall have caused the closing prices used to determine the Market
Price on any Trading Days not to be fully comparable with the closing price on the date of determination or, if the date of determination
is not a Trading Day, on the immediately preceding Trading Day, each closing price so used shall be appropriately adjusted in a
manner analogous to the applicable adjustment provided for in Section 2.3 hereof in order to make it fully comparable with the
closing price on the date of determination or, if the date of determination is not a Trading Day, on the immediately preceding
Trading Day. The closing price per security of any securities on any date shall be: |
| (i) | the closing board lot sale price or, in case no such sale takes place on such date, the average
of the closing bid and ask prices for each of the securities as reported by the principal Canadian stock exchange (as determined
by volume of trading) on which the securities are listed or admitted to trading; |
| (ii) | if for any reason none of such prices are available on such day or the securities are not listed
or admitted to trading on a Canadian stock exchange, the last sale price or, in case no such sale takes place on such date, the
average of the closing bid and ask prices for each of the securities as reported by the principal national United States securities
exchange (as determined by volume of trading) on which the securities are listed or admitted to trading; |
| (iii) | if for any reason none of such prices is available on such day or the securities are not listed
or admitted to trading on a Canadian stock exchange or a national United States securities exchange, the last sale price or, in
case no sale takes place on such date, the average of the high bid and low ask prices for each of the securities in the over-the-counter
market, as quoted by any recognized reporting system then in use; or |
| (iv) | if for any reason none of such prices is available on such day or the securities are not listed
or admitted to trading on a Canadian stock exchange or a national United States securities exchange or quoted by any reporting
system, the average of the closing bid and ask prices as furnished by a recognized professional market maker making a market in
the securities; |
provided, however, that if for
any reason none of such prices is available on such day, the closing price per security of the securities on such date means the
fair value per security of the securities on such date as determined by an internationally recognized investment dealer or investment
banker; provided further that if an event of a type analogous to any of the events described in Section 2.3 hereof has caused any
price used to determine the Market Price on any Trading Day not to be fully comparable with the price as so determined on the Trading
Day immediately preceding such date of determination, each price so used shall be appropriately adjusted in a manner analogous
to the applicable adjustment provided for in Section 2.3 hereof in order to make it fully comparable with the price on the Trading
Day immediately preceding such date of determination. The Market Price shall be expressed in Canadian dollars and, if initially
determined in respect of any day forming part of the 20 consecutive Trading Day period in question in United States dollars, such
amount shall be translated into Canadian dollars on that date at the Canadian Dollar Equivalent thereof;
| (ee) | "1933 Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations thereunder, as now in effect or as the same may from time to time be amended, re-enacted
or replaced; |
| (ff) | "1934 Exchange Act" means the United States Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder as now in effect or as the same may from time to time be amended, re-enacted
or replaced; |
| (gg) | "NI 62-104" shall mean National Instrument 62-104 - Take-Over Bids and Issuer
Bids, as amended, and any comparable or successor instruments thereto; |
| (hh) | "Nominee" has the meaning ascribed thereto in Subsection 2.2(c); |
| (ii) | "Offer to Acquire" includes: |
| (i) | an offer to purchase or a solicitation of an offer to sell Shares; and |
| (ii) | an acceptance of an offer to sell Shares, whether or not such offer to sell has been solicited; |
or any combination thereof, and
the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer to sell;
| (jj) | "Offeror" means a Person who has announced, and has not withdrawn, an intention
to make or who has made, and has not withdrawn, a Take-over Bid, other than a Person who has completed a Competing Permitted Bid,
an Exempt Acquisition or a Permitted Bid; |
| (kk) | "Offeror's Shares" means Shares Beneficially Owned by an Offeror on the date of
the Offer to Acquire; |
| (ll) | "Permitted Bid" means a Take-over Bid made by an Offeror by way of take-over bid
circular which also complies with the following additional provisions: |
| (i) | the Take-over Bid is made to all Shareholders, other than the Offeror; |
| (ii) | the Take-over Bid contains, and the take-up and payment for securities tendered or deposited is
subject to, an irrevocable and unqualified provision that no Shares will be taken up or paid for pursuant to the Take-over Bid: |
| (A) | prior to the close of business on the 105th day following the date of the Take-over Bid or such
shorter minimum deposit period that a Take-over Bid (which is not exempt from the general take-over bid requirements under Applicable
Securities Laws (including, for greater certainty, Part 2 of NI 62-104)) must remain open for deposits of securities thereunder,
in the applicable circumstances as such time, pursuant to Applicable Securities Laws; and |
| (B) | only if at the close of business on such date more than 50% of the Shares held by Independent Shareholders
shall have been deposited or tendered pursuant to the Take-over Bid and not withdrawn; |
| (iii) | unless the Take-over Bid is withdrawn, the Take-over Bid contains an irrevocable and unqualified
provision that Shares may be deposited pursuant to such Take-over Bid at any time during the period of time described in Paragraph
1.1(ll)(ii)(A) and that any Shares deposited pursuant to the Take-over Bid may be withdrawn until taken up and paid for; and |
| (iv) | unless the Take-over Bid is withdrawn, the Take-over Bid contains an irrevocable and unqualified
provision that in the event that the deposit condition set forth in Paragraph 1.1(ll)(ii)(B) is satisfied the Offeror will make
a public announcement of that fact and the Take-over Bid will remain open for deposits and tenders of Shares for not less than
ten Business Days from the date of such public announcement; |
provided, however,
that a Permitted Bid will cease to be a Permitted Bid at any time when such bid ceases to meet any of the provisions of this definition
and provided further that, at such time, any acquisition of Shares made pursuant to such Permitted Bid, including any acquisition
of Shares theretofore made, will cease to be a Permitted Bid Acquisition. For purposes of this Agreement if a Take-over Bid constitutes
a Competing Permitted Bid, the term "Permitted Bid" shall also include a Competing Permitted Bid;
| (mm) | "Permitted Bid Acquisition" means an acquisition of Shares made pursuant to a
Permitted Bid or a Competing Permitted Bid; provided, however, that if a Take-over Bid that qualified as a Permitted Bid when made
ceases to be a Permitted Bid because it ceases to meet any or all of the requirements set forth in Subsection 1.1(ll) above prior
to the time it expires (after giving effect to any extension) or is withdrawn, any acquisition of Shares made pursuant to such
Take-over Bid shall not be a Permitted Bid Acquisition; |
| (nn) | "Person" includes any individual, firm, partnership, association, trust, trustee,
executor, administrator, legal personal representative, body corporate, corporation, unincorporated organization, syndicate, governmental
entity or other similar entity; |
| (oo) | "Pro Rata Acquisition" means an acquisition of Shares by a Person pursuant to: |
| (i) | a Share distribution, Share split or other event in respect of securities of the Corporation of
one or more particular classes or series pursuant to which such Person becomes the Beneficial Owner of Shares on the same pro rata
basis as all other Shareholders; |
| (ii) | the acquisition or the exercise by the Person of only those rights to purchase Shares distributed
to that Person in the course of a distribution (other than Rights) to all Shareholders pursuant to a rights offering or pursuant
to a prospectus, provided that the Person does not thereby acquire a greater percentage of Shares than the Person's percentage
of Shares Beneficially Owned immediately prior to such acquisition or exercise; or |
| (iii) | a distribution of Shares, or Convertible Securities (and the conversion or exchange of such Convertible
Securities), made pursuant to a prospectus or by way of a private placement or securities exchange take-over bid, provided that
the Person does not thereby acquire a greater percentage of such Shares, or Convertible Securities, so offered than the Person's
percentage of Shares Beneficially Owned immediately prior to such acquisition; |
| (pp) | "Record Time" means 4:00 p.m. (Calgary Time) on the Effective Date; |
| (qq) | "Right" means a right to purchase a Share upon the terms and subject to the conditions
set forth in this Agreement; |
| (rr) | "Rights Certificate" means the certificates representing the Rights after the
Separation Time, which shall be substantially in the form attached hereto as Attachment 1; |
| (ss) | "Rights Register" and "Rights Registrar" have the meanings ascribed
thereto in Subsection 2.6(a); |
| (tt) | "Securities Act (Alberta)" means the Securities Act, R.S.A. 2000,
c. S.4, as amended, and the regulations thereunder, and any comparable or successor laws or regulations thereto; |
| (uu) | "Separation Time" means the close of business on the tenth Trading Day after the
earlier of: |
| (i) | the Share Acquisition Date; |
| (ii) | the date of the commencement of or first public announcement of the intent of any Person (other
than the Corporation or any Subsidiary of the Corporation) to commence a Take-over Bid (other than a Permitted Bid or a Competing
Permitted Bid), or such later time as may be determined by the Directors, provided that, if any Take-over Bid referred to in this
Subsection (ii) expires, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid shall
be deemed, for the purposes of this definition, never to have been made; and |
| (iii) | the date on which a Permitted Bid or Competing Permitted Bid ceases to be such; |
| (vv) | "Shareholder" means at any time in respect of the Shares or any other securities
of the Corporation entitled to vote generally in the election of all Directors, the Person shown at that time on the register of
holders of Shares or such other securities maintained by the transfer agent for the Corporation on behalf of the Corporation; |
| (ww) | "Shares" means the common shares of the Corporation and any other securities of
the Corporation entitled to vote generally in the election of all Directors; |
| (xx) | "Share Acquisition Date" means the first date of public announcement (which, for
purposes of this definition, shall include, without limitation, a report filed pursuant to the early warning or equivalent requirements
of Applicable Securities Laws) by the Corporation or an Acquiring Person that an Acquiring Person has become such; |
| (yy) | "Share Reduction" means an acquisition or redemption by the Corporation of Shares
which, by reducing the number of Shares outstanding, increases the proportionate number of Shares Beneficially Owned by any Person
to 20% or more of the Shares then outstanding; |
| (zz) | "Subsidiary" means a Person is a Subsidiary of another Person if it is controlled
by: |
| (i) | the Corporation or that other Person; or |
| (ii) | that other Person and one or more Person, each of which is controlled by that other Person; or |
| (iii) | two or more Persons each of which is controlled by that other Person; or |
| (iv) | it is a Subsidiary of a Person that is that other Person s Subsidiary; |
| (aaa) | "Take-over Bid" means an Offer to Acquire Shares, or Convertible Securities if,
assuming that the Shares or Convertible Securities subject to the Offer to Acquire are acquired and are Beneficially Owned at the
date of such Offer to Acquire by the Person making such Offer to Acquire, such Shares (including Shares that may be acquired upon
conversion exercise or exchange of Convertible Securities) together with the Offeror's Shares, constitute in the aggregate 20%
or more of the outstanding Shares at the date of the Offer to Acquire; |
| (bbb) | "Trading Day", when used with respect to any securities, means a day on which
the principal Canadian stock exchange on which such securities are listed or admitted to trading is open for the transaction of
business or, if the securities are not listed or admitted to trading on any Canadian stock exchange, a Business Day; |
| (ccc) | "U.S. Canadian Exchange Rate" means, on any date: |
| (i) | if on such date the Bank of Canada sets an average noon spot rate of exchange for the conversion
of one United States dollar into Canadian dollars, such rate; and |
| (ii) | in any other case, the rate for such date for the conversion of one United States dollar into Canadian
dollars calculated in such manner as may be determined by the Directors from time to time acting in good faith; and |
| (ddd) | "U.S. Dollar Equivalent" of any amount which is expressed in Canadian dollars
means, on any date, the United States dollar equivalent of the amount determined by multiplying the amount by the Canadian-U.S.
Exchange Rate in effect on such date. |
All sums of money
which are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.
The division of this
Agreement into Articles, Sections, Subsections, Paragraphs or other portions hereof and the insertion of headings, subheadings
and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
| 1.4 | Calculation of Number and Percentage of Beneficial Ownership of Outstanding Shares |
For purposes of this
Agreement, the percentage of Shares Beneficially Owned by any Person shall be and be deemed to be the product (expressed as a percentage)
determined by the formula:
100 x A/B
where:
| A = | the number of votes on matters subject to approval by holders generally attaching to the Shares
Beneficially Owned by such Person; and |
| B = | the number of votes for the election of all Directors generally attaching to all outstanding Shares. |
Where any Person is deemed to Beneficially
Own unissued Shares, such Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Shares Beneficially
Owned by such Person.
| 1.5 | Acting Jointly or in Concert |
For the purposes hereof,
a Person is acting jointly or in concert with every Person who, as a result of any agreement, commitment or understanding, whether
formal or informal, written or unwritten, with the first Person or any Affiliate thereof, acquires or offers to acquire Shares
or Convertible Securities (other than customary agreements with and between underwriters and/or banking group members and/or selling
group members with respect to a public offering or private placement of securities or pledges of securities in the ordinary course
of business).
| 1.6 | Generally Accepted Accounting Principles |
Wherever in this Agreement
reference is made to generally accepted accounting principles, such reference shall be deemed to be the recommendations at the
relevant time of the Chartered Professional Accountants of Canada, or any successor institute, applicable on a consolidated basis
(unless otherwise specifically provided herein to be applicable on an unconsolidated basis) as at the date on which a calculation
is made or required to be made in accordance with generally accepted accounting principles. Where the character or amount of any
asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation
is required to be made for the purpose of this Agreement or any document, such determination or calculation shall, to the extent
applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with
generally accepted accounting principles applied on a consistent basis.
Article 2
THE RIGHTS
| 2.1 | Issue of Rights and Legend on Share Certificates |
| (a) | One Right shall be issued on the Effective Date in respect of each Share issued or deemed issued
at the Record Time and one Right shall be issued in respect of each Share issued after the Record Time and prior to the earlier
of the Separation Time and the Expiration Time. |
| (b) | Certificates representing Shares which are issued at and after the Record Time but prior to the
earlier of the Separation Time and the Expiration Time, shall also evidence one Right for each Share represented thereby and shall
have impressed on, printed on, written on or otherwise affixed to them the following legend: |
Until the Separation Time (defined
in the Agreement below), this certificate also evidences the holder's rights described in an Amended and Restated Shareholder Rights
Plan Agreement made as of July 9, 2009 and amended and restated as of January 19, 2010 and May 29, 2018 (the "Agreement")
between Advantage Oil & Gas Ltd. and Computershare Trust Company of Canada, the terms of which are incorporated herein
and a copy of which is available on demand without charge. Under certain circumstances set out in the Agreement, the rights may
expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate.
| 2.2 | Initial Exercise Price; Exercise of Rights; Detachment of Rights |
| (a) | Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and
after the Separation Time and prior to the Expiration Time, to purchase one Share for the Exercise Price (and the Exercise Price
and number of Shares are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any
Rights held by the Corporation or any of its Subsidiaries shall be void. |
| (b) | Until the Separation Time: |
| (i) | the Rights shall not be exercisable and no Right may be exercised; and |
| (ii) | each Right will be evidenced by the certificate for the associated Share registered in the name
of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) and will be transferable only
together with, and will be transferred by a transfer of, such associated Share. |
| (c) | From and after the Separation Time and prior to the Expiration Time: |
| (i) | the Rights shall be exercisable; and |
| (ii) | the registration and transfer of Rights shall be separate from and independent of Shares. |
Promptly following the Separation
Time, the Corporation will prepare and the Rights Agent will mail to each Shareholder of record as of the Separation Time (other
than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record
by such Acquiring Person, the holder of record of such Rights (a "Nominee")), at such holder's address as shown
by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this
purpose):
| (x) | a Rights Certificate appropriately completed, representing the number of Rights held by such holder
at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed
thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law, rule or regulation or with any rule or regulation of any self-regulatory organization, stock exchange
or quotation system on which the Rights may, from time to time, be listed or traded, or to conform to usage; and |
| (y) | a disclosure statement prepared by the Corporation describing the Rights, |
provided that a Nominee shall
be sent the materials provided for in (x) and (y) in respect of all Shares held of record by it which are not Beneficially Owned
by an Acquiring Person.
| (d) | Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and
prior to the Expiration Time by submitting to the Rights Agent in the manner specified in the Rights Certificate: |
| (i) | the Rights Certificate evidencing such Rights; |
| (ii) | an election to exercise such Rights (an "Election to Exercise") substantially
in the form attached to the Rights Certificate appropriately completed and executed by the holder or his executors or administrators
or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed
in a manner satisfactory to the Rights Agent; and |
| (iii) | payment by certified cheque, banker's draft or money order payable to the order of the Corporation,
of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer
tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates
or the issuance or delivery of certificates for Shares in a name other than that of the holder of the Rights being exercised. |
| (e) | Upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in
accordance with Subsection 2.2(d)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b),
and payment as set forth in Subsection 2.2(d)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event
that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: |
| (i) | requisition from the transfer agent certificates representing the number of such Shares to be purchased
(the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); |
| (ii) | when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing
fractional Shares in accordance with Subsection 5.5(b); |
| (iii) | after receipt of the certificates referred to in Subsection 2.2(e)(i), deliver the same to or upon
the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; |
| (iv) | when appropriate, after receipt, deliver the cash referred to in Subsection 2.2(e)(ii) to or to
the order of the registered holder of such Rights Certificate; and |
| (v) | tender to the Corporation all payments received on exercise of Rights. |
| (f) | In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's
Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection
5.5(a) will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. |
| (g) | The Corporation covenants and agrees that it will: |
| (i) | take all such commercially reasonable action as may be necessary and within its power to ensure
that all Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Shares (subject to
payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; |
| (ii) | take all such commercially reasonable action as may be necessary and within its power to comply
with the requirements of Applicable Securities Laws and any other applicable law, rule or regulation, in connection with the issuance
and delivery of the Rights Certificates and the issuance of any Shares upon exercise of Rights; |
| (iii) | use commercially reasonable efforts to cause all Shares issued upon exercise of Rights to be listed
on the principal stock exchanges on which such Shares were traded immediately prior to the Share Acquisition Date; |
| (iv) | pay when due and payable, if applicable, any and all federal, provincial and municipal transfer
taxes and charges (not including any income or capital taxes of the holder or exercising holder or any Rights or any liability
of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates,
or certificates for Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay
any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates
or the issuance or delivery of certificates for Shares in a name other than that of the holder of the Rights being transferred
or exercised; and |
| (v) | after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary
to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially
or otherwise eliminate the benefits intended to be afforded by the Rights. |
| 2.3 | Adjustments to Exercise Price; Number of Rights |
The Exercise Price,
the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject
to adjustment from time to time as provided in this Section 2.3.
| (a) | In the event the Corporation shall at any time after the Effective Date and prior to the Expiration
Time: |
| (i) | declare or pay a distribution on Shares payable in Shares (or Convertible Securities) other than
pursuant to any optional securities distribution program; |
| (ii) | subdivide or change the then outstanding Shares into a greater number of Shares; |
| (iii) | consolidate or change the then outstanding Shares into a smaller number of Shares; or |
| (iv) | issue any Shares (or other Convertible Securities) in respect of, in lieu of or in exchange for
existing Shares except as otherwise provided in this Section 2.3, |
the Exercise Price and the number
of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable
upon exercise of Rights shall be adjusted as of the payment or effective date in the manner set forth below.
If the Exercise Price and number
of Rights outstanding are to be adjusted:
| (x) | the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect
immediately prior to such adjustment divided by the number of Shares (or other securities) (the "Expansion Factor")
that a Shareholder of one Share immediately prior to such distribution, subdivision, change, consolidation or issuance would hold
thereafter as a result thereof; and |
| (y) | each Right held prior to such adjustment will become that number of Rights equal to the Expansion
Factor, |
and the adjusted number of Rights
will be deemed to be distributed among the Shares with respect to which the original Rights were associated (if they remain outstanding)
and the Shares issued in respect of such distribution, subdivision, change, consolidation or issuance, so that each such Share
(or other securities) will have exactly one Right associated with it.
For greater certainty, if the
securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after
such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior
to such distribution, subdivision, change, consolidation or issuance would hold thereafter as a result of such dividend, subdivision,
change, consolidation or issuance.
If, after the Record Time and
prior to the Expiration Time, the Corporation shall issue any securities other than Shares in a transaction of a type described
in Subsection 2.3(a)(i) or (iv), such securities shall be treated herein as nearly equivalent to Shares as may be practicable and
appropriate under the circumstances and the Corporation and the Rights Agent agree to amend this Agreement in order to effect such
treatment. If an event occurs which would require an adjustment under both this Section 2.3 and Subsection 3.1(a) hereof, the adjustment
provided for in this Section 2.3 shall be in addition to and shall be made prior to any adjustment required pursuant to Subsection
3.1(a) hereof. Adjustments pursuant to Subsection 2.3(a) shall be made successively, whenever an event referred to in Subsection
2.3(a) occurs.
In the event the Corporation shall
at any time after the Record Time and prior to the Separation Time issue any Shares otherwise than in a transaction referred to
in this Subsection 2.3(a), each such Share so issued shall automatically have one new Right associated with it, which Right shall
be evidenced by the certificate representing such associated Share.
| (b) | In the event the Corporation shall at any time after the Record Time and prior to the Separation
Time fix a record date for the issuance of rights, options or warrants to all Shareholders entitling them (for a period expiring
within 45 calendar days after such record date) to subscribe for or purchase Shares (or Convertible Securities) at a price per
Share (or, if a Convertible Security, having a conversion, exchange or exercise price, including the price required to be paid
to purchase such Convertible Security per Share) less than the Market Price per Share on such record date, the Exercise Price to
be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record
date by a fraction: |
| (i) | the numerator of which shall be the number of Shares outstanding on such record date, plus the
number of Shares that the aggregate offering price of the total number of Shares so to be offered (and/or the aggregate initial
conversion, exchange or exercise price of the Convertible Securities so to be offered, including the price required to be paid
to purchase such Convertible Securities) would purchase at such Market Price per Share; and |
| (ii) | the denominator of which shall be the number of Shares outstanding on such record date, plus the
number of additional Shares to be offered for subscription or purchase (or into which the Convertible Securities so to be offered
are initially convertible, exchangeable or exercisable). |
In case such subscription price
may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration
shall be as determined in good faith by the Directors, whose determination shall be described in a statement filed with the Rights
Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such
a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised
prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if
such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Shares (or Convertible
Securities) actually issued upon the conversion exercise or exchange of such Convertible Securities or upon exercise of such rights,
options or warrants, as the case may be.
For purposes of this Agreement,
the granting of the right to purchase Shares (whether from treasury or otherwise) pursuant to any employee benefit, Share option,
Share purchase or similar plans shall be deemed not to constitute an issue of rights, options or warrants by the Corporation; provided,
however, that, in all such cases, the right to purchase Shares is either (i) at a price per Share of not less than 95% of the current
market price per Share (determined as provided in such plans) of the Shares; or (ii) limited to trustees, directors, officers,
employees or consultants of or to the Corporation or its Subsidiaries and is part of the Corporation's regular compensation practices.
| (c) | In the event the Corporation shall at any time after the Record Time and prior to the Separation
Time fix a record date for the making of a distribution to all Shareholders (including any such distribution made in connection
with a merger or amalgamation) of evidences of indebtedness, cash (other than an annual cash distribution or a distribution referred
to in Section 2.3(a)(i), but including any distribution payable in other securities of the Corporation other than Shares), assets
or rights, options or warrants (excluding those referred to in Subsection 2.3(b)), the Exercise Price to be in effect after such
record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction: |
| (i) | the numerator of which shall be the Market Price per Share on such record date, less the fair market
value (as determined in good faith by the Directors, whose determination shall be described in a statement filed with the Rights
Agent and shall be binding on the Rights Agent and the holders of Rights), on a per Share basis, of the portion of the cash, assets,
evidences of indebtedness, rights, options or warrants so to be distributed; and |
| (ii) | the denominator of which shall be such Market Price per Share. |
Such adjustments shall be made
successively whenever such a record date is fixed, and in the event that such a distribution is not so made, the Exercise Price
shall be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed.
| (d) | Notwithstanding anything herein to the contrary, no adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least one per cent in the Exercise Price; provided, however,
that any adjustments which by reason of this Subsection 2.3(d) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth
of a security. Notwithstanding the first sentence of this Subsection 2.3(d), any adjustment required by Section 2.3 shall be made
no later than the earlier of |
| (i) | three years from the date of the transaction which gives rise to such adjustment; or |
| (e) | In the event the Corporation shall at any time after the Record Time and prior to the Separation
Time issue securities (other than Shares), or rights, options or warrants to subscribe for or purchase any such securities, or
Convertible Securities for any such securities, in a transaction referred to in Subsection 2.3(a)(i) or (a)(iv), if the Directors
acting in good faith determine that the adjustments contemplated by Subsections 2.3(a), (b) and (c) in connection with such transaction
will not appropriately protect the interests of the holders of Rights, the Directors may determine what other adjustments to the
Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding
Subsections 2.3(a), (b) and (c) such adjustments, rather than the adjustment contemplated by Subsections 2.3(a), (b) and (c) shall
be made. The Corporation and the Rights Agent, with prior approval of holders given in accordance with the provisions of Section
5.4 shall have authority to amend this Agreement as appropriate to provide for such adjustments. |
| (f) | Each Right originally issued by the Corporation subsequent to any adjustment made to the Exercise
Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Shares purchasable from time
to time hereunder upon exercise of a Right immediately prior to such issue, all subject to further adjustment as provided herein. |
| (g) | Irrespective of any adjustment or change in the Exercise Price or the number of Shares issuable
upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Exercise
Price per Share and the number of Shares which were expressed in the initial Rights Certificates issued hereunder. |
| (h) | In any case in which this Section 2.3 shall require that an adjustment in the Exercise Price be
made effective as of a record date for a specified event, the Corporation may elect to defer until the occurrence of such event
the issuance to the holder of any Right exercised after such record date the number of Shares and other securities of the Corporation,
if any, issuable upon such exercise over and above the number of Shares and other securities of the Corporation, if any, issuable
upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Corporation
shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional Shares or other
securities upon the occurrence of the event requiring such adjustment. |
| (i) | Notwithstanding anything contained in this Section 2.3 to the contrary, the Corporation shall be
entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3,
as and to the extent that in their good faith judgment the Board determine to be advisable, in order that any: |
| (i) | consolidation or subdivision of Shares; |
| (ii) | issuance (wholly or in part for cash) of Shares or Convertible Securities; |
| (iii) | Share distributions; |
| (iv) | issuance of rights, options or warrants referred to in this Section 2.3, |
hereafter made by the Corporation
to its Shareholders, shall not be taxable to such Shareholders.
| 2.4 | Date on Which Exercise is Effective |
Each Person in whose
name any certificate for Shares or other securities, if applicable, is issued upon the exercise of Rights shall for all purposes
be deemed to have become the Shareholder of record of the Shares or other securities, if applicable, represented thereon, and such
certificate shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance
with Subsection 2.2(d) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights
(and any applicable transfer taxes and other governmental charges payable by the exercising holder of Rights hereunder) was made;
provided, however, that if the date of such surrender and payment is a date upon which the Share transfer books of the Corporation
are closed, such Person shall be deemed to have become the Shareholder of record of such Shares on, and such certificate shall
be dated, the next succeeding Business Day on which the Share transfer books of the Corporation are open.
| 2.5 | Execution, Authentication, Delivery and Dating of Rights Certificates |
| (a) | The Rights Certificates shall be executed on behalf of the Corporation by any two of the Directors,
the Chief Executive Officer of the Administrator, and Chief Financial Officer of the Administrator. The signature of any of these
officers on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Corporation shall bind the Corporation, notwithstanding that such
individuals or any of them have ceased to hold such offices either before or after the countersignature and delivery of such Rights
Certificates. |
| (b) | Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights
Agent of such Separation Time and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature,
and the Rights Agent shall manually countersign (in a manner satisfactory to the Corporation) and send such Rights Certificates
to the holders of the Rights pursuant to Subsection 2.2(c) hereof. No Rights Certificate shall be valid for any purpose until countersigned
by the Rights Agent as aforesaid. |
| (c) | Each Rights Certificate shall be dated the date of countersignature thereof. |
| 2.6 | Registration, Transfer and Exchange |
| (a) | After the Separation Time, the Corporation will cause to be kept a register (the "Rights
Register") in which, subject to such reasonable regulations as it may prescribe, the Corporation will provide for the
registration and transfer of Rights. The Rights Agent is hereby appointed registrar for the Rights (the "Rights Registrar")
for the purpose of maintaining the Rights Register for the Corporation and registering Rights and transfers of Rights as herein
provided, and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights
Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times. |
After the Separation Time and
prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to
the provisions of Subsection 2.6(c), the Corporation will execute, and the Rights Agent will manually countersign and deliver,
in the name of the holder of such Rights or the designated transferee or transferees, as required pursuant to such holder's instructions,
one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered.
| (b) | All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be
the valid obligations of the Corporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights
surrendered upon such registration of transfer or exchange. |
| (c) | Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed,
or be accompanied by a written instrument of transfer satisfactory in form to the Corporation or the Rights Agent, as the case
may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance
of any new Rights Certificate under this Section 2.6, the Corporation may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees
and expenses of the Rights Agent) connected therewith. |
| 2.7 | Mutilated, Destroyed, Lost and Stolen Rights Certificates |
| (a) | If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration
Time, the Corporation shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate
evidencing the same number of Rights as did the Rights Certificate so surrendered. |
| (b) | If there shall be delivered to the Corporation and the Rights Agent prior to the Expiration Time: |
| (i) | evidence to their reasonable satisfaction of the destruction, loss or theft of any Rights Certificate;
and |
| (ii) | such surety bond as may be reasonably required by them to save each of them and any of their agents
harmless, |
then, in the absence of notice
to the Corporation or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Corporation
shall execute and upon the Corporation's request the Rights Agent shall countersign and deliver, in lieu of any such destroyed,
lost or stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the destroyed, lost or
stolen Rights Certificate.
| (c) | As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Corporation
may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith. |
| (d) | Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of any destroyed, lost
or stolen Rights Certificate shall evidence the contractual obligation of the Corporation, whether or not the destroyed, lost or
stolen Rights Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement
equally and proportionately with any and all other Rights duly issued hereunder. |
| 2.8 | Persons Deemed Owners of Rights |
The Corporation, the
Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name a Rights Certificate
(or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever. As used in this Agreement, unless the context otherwise requires, the term "holder"
of any Rights shall mean the registered holder of such Rights (or, prior to the Separation Time, of the associated Shares).
| 2.9 | Delivery and Cancellation of Certificates |
All Rights Certificates
surrendered upon exercise or for redemption, registration of transfer or exchange shall, if surrendered to any Person other than
the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Corporation
may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder
which the Corporation may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled
by the Rights Agent. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled
as provided in this Section 2.9, except as expressly permitted by this Agreement. The Rights Agent shall, subject to applicable
laws, and its ordinary business practices, destroy all cancelled Rights Certificates and deliver a certificate of destruction to
the Corporation.
| 2.10 | Agreement of Rights Holders |
Every holder of Rights,
by accepting the same, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights:
| (a) | to be bound by and subject to the provisions of this Agreement, as amended from time to time in
accordance with the terms hereof, in respect of all Rights held; |
| (b) | that prior to the Separation Time, each Right will be transferable only together with, and will
be transferred by a transfer of, the associated Share certificate representing such Right; |
| (c) | that after the Separation Time, the Rights Certificates will be transferable only on the Rights
Register as provided herein; |
| (d) | that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated
Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights
Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share
certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or
the Right Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice
to the contrary; |
| (e) | that such holder of Rights has waived his right to receive any fractional Rights or any fractional
Shares or other securities upon exercise of a Right (except as provided herein); |
| (f) | that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or
Shares and upon the sole authority of the Directors, acting in good faith, this Agreement may be supplemented or amended from time
to time to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent
of this Agreement or is otherwise defective, as provided herein; and |
| (g) | notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights
Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its
obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by
a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance
of such obligation. |
| 2.11 | Rights Certificate Holder Not Deemed a Shareholder |
No holder, as such,
of any Rights or Rights Certificate shall be entitled to vote, receive distributions or be deemed for any purpose whatsoever a
Shareholder or a holder of any Share or any other share or security of the Corporation which may at any time be issuable on the
exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed or deemed
or confer upon the holder of any Right or Rights Certificate, as such, any right, title, benefit or privilege of a Shareholder
or any other securities of the Corporation or any right to vote at any meeting of Shareholders whether for the election of trustees
or Directors or otherwise or upon any matter submitted to Shareholders or any other securities of the Corporation at any meeting
thereof, or to give or withhold consent to any action of the Corporation, or to receive notice of any meeting or other action affecting
any Shareholder or any other securities of the Corporation except as expressly provided herein, or to receive distributions or
subscription rights, or otherwise, until the Right or Rights evidenced by Rights Certificates shall have been duly exercised in
accordance with the terms and provisions hereof.
| 2.12 | Global Share Certificate and Book Entry System |
| (a) | Notwithstanding any of the provisions of this Agreement, until the Directors otherwise determine
in writing and provide notice thereof to the Rights Agent, the Rights to be issued hereunder to Shareholders will be made through
the book entry system representing the number of Rights so issued. Share or associated Rights represented by the book entry system
will not entitle the Shareholder to a certificate or other instrument from the Corporation, transfer agent or Rights Agent to evidence
the ownership thereof. New Shares issued as a result of the exercise of any Right will also be represented through the book entry
system in all circumstances. |
| (b) | For as long as Rights are held through The Canadian Depository for Securities Limited ( CDS ),
any notice or other communication that is required to be given to holders of Rights, the Corporation and the Rights Agent will
give all such notices and communications through CDS. The Rights of a holder whose Rights are held through CDS shall be exercised
only through CDS. |
Article 3
ADJUSTMENTS TO THE RIGHTS
| (a) | Subject to Subsection 3.1(b) and Section 5.1, if prior to the Expiration Time a Flip-in Event occurs,
each Right shall constitute, effective at the close of business on the tenth Trading Day after the Share Acquisition Date, the
right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Shares having
an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for
an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable
adjustment provided for in Section 2.3 in the event that after such consummation or occurrence, an event of a type analogous to
any of the events described in Section 2.3 shall have occurred). |
| (b) | Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in
Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Share Acquisition Date
by: |
| (i) | an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting
jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or |
| (ii) | a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate
of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an
Acquiring Person), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming
such in a transfer that the Directors have determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate
or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate
of an Acquiring Person) that has the purpose or effect of avoiding Subsection 3.1(b)(i), |
shall become null and void without
any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights
under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights,
whether under any provision of this Agreement or otherwise.
| (c) | From and after the Separation Time, the Corporation shall do all such acts and things as shall
be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all
such acts and things as may be required to satisfy the requirements of Applicable Securities Laws in respect of the issue of Shares
upon the exercise of Rights in accordance with this Agreement. |
| (d) | Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either
Subsection 3.1(b)(i) or (b)(ii) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer,
exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: |
The Rights represented
by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring
Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with
an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby
are void or shall become void in the circumstances specified in Subsection 3.1(b) of the Shareholder Rights Plan Agreement.
provided, however, that the Rights
Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend
but shall impose such legend only if instructed to do so by the Corporation in writing or if a holder of Rights fails to certify
upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
Article 4
THE RIGHTS AGENT
| (a) | The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders
of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation
may from time to time appoint such co-Rights Agents ("Co-Rights Agents") as it may deem necessary or desirable,
subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective
duties of the Rights Agent and the Co-Rights Agents shall be as the Corporation may determine, with the approval of the Rights
Agent and the Co-Rights Agents. The Corporation agrees to pay all reasonable fees and expenses of the Rights Agent in respect of
the performance of its duties under this Agreement. The Corporation also agrees to indemnify the Rights Agent, its officers, directors
and employees for, and to hold such persons harmless against, any loss, liability, or expense, incurred without negligence, bad
faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with
the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability,
which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. |
| (b) | The Rights Agent shall be protected and shall incur no liability for or in respect of any action
taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Shares,
Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate, opinion, statement, or other paper or document believed
by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. |
| 4.2 | Merger, Amalgamation or Consolidation or Change of Name of Rights Agent |
| (a) | Any corporation into which the Rights Agent may be merged or amalgamated or with which it may be
consolidated, or any corporation resulting from any merger, amalgamation, statutory arrangement or consolidation to which the Rights
Agent is a party, or any corporation succeeding to the shareholder or stockholder services business of the Rights Agent, will be
the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part
of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 4.4 hereof. If, at the time such successor Rights Agent succeeds to the agency created by this Agreement,
any of the Rights Certificates have been countersigned but not delivered, the successor Rights Agent may adopt the countersignature
of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and if, at that time, any of the Rights
have not been countersigned, any successor Rights Agent may countersign such Rights Certificates in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force
provided in the Rights Certificates and in this Agreement. |
| (b) | If, at any time, the name of the Rights Agent is changed and at such time any of the Rights Certificates
have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights
Certificates so countersigned; and if, at that time, any of the Rights Certificates have not been countersigned, the Rights Agent
may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates
shall have the full force provided in the Rights Certificates and in this Agreement. |
| 4.3 | Duties of Rights Agent |
The Rights Agent undertakes
the duties and obligations imposed by this Agreement upon the following terms and conditions, all of which the Corporation and
the holders of certificates for Shares and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
| (a) | the Rights Agent, at the expense of the Corporation, may consult with and retain legal counsel
(who may be legal counsel for the Corporation) and such other experts as it reasonably considers necessary to perform its duties
hereunder, and the opinion of such counsel or other expert will be full and complete authorization and protection to the Rights
Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; |
| (b) | whenever in the performance of its duties under this Agreement, the Rights Agent deems it necessary
or desirable that any fact or matter be proved or established by the Corporation prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof is specifically prescribed herein) is deemed to be conclusively proved
and established by a certificate signed by a Person believed by the Rights Agent to be a Trustee, the President and Chief Executive
Officer of the Administrator, a Vice-President of the Administrator, the Chief Financial Officer of the Administrator, the Corporate
Secretary of the Corporation or the Administrator and delivered to the Rights Agent; and such certificate will be full authorization
to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon
such certificate; |
| (c) | the Rights Agent will be liable hereunder for its own negligence, bad faith or wilful misconduct; |
| (d) | the Rights Agent will not be liable for or by reason of any of the statements of fact or recitals
contained in this Agreement or in the certificates for Shares or the Rights Certificates (except its countersignature thereof)
or be required to verify the same, but all such statements and recitals are and will be deemed to have been made by the Corporation
only; |
| (e) | the Rights Agent will not have any responsibility in respect of the validity of this Agreement
or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect
of the validity or execution of any certificate for a Share or Rights Certificate (except its countersignature thereof); nor will
it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate;
nor will it be responsible for any change in the exerciseability of the Rights (including the Rights becoming void pursuant to
Subsection 3.1(b) hereof) or any adjustment required under the provisions of Section 2.3 hereof or responsible for the manner,
method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except
with respect to the exercise of Rights after receipt of the certificate contemplated by Section 2.3 describing any such adjustment);
nor is it deemed by any act hereunder to make any representation or warranty as to the authorization of any Shares to be issued
pursuant to this Agreement or any Rights or as to whether any Shares will, when issued, be duly and validly authorized, executed,
issued and delivered and fully paid and non-assessable; |
| (f) | the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed,
executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement; |
| (g) | the Rights Agent is hereby authorized and directed to accept instructions in writing with respect
to the performance of its duties hereunder from any individual believed by the Rights Agent to be a Trustee, the Chief Executive
Officer or the Chief Financial Officer of the Administrator and to apply to such individuals for advice or instructions in connection
with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions
of any such individual; |
| (h) | the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights
Agent may buy, sell or deal in Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction
in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely
as though it were not Rights Agent under this Agreement and nothing herein shall preclude the Rights Agent from acting in any other
capacity for the Corporation or for any other legal entity; and |
| (i) | the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform
any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable
for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any
such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof. |
| 4.4 | Change of Rights Agent |
The Rights Agent may
resign and be discharged from its duties under this Agreement upon 60 days' notice (or such lesser notice as is acceptable to the
Corporation) in writing mailed to the Corporation and to each transfer agent of Shares by registered or certified mail. The Corporation
may remove the Rights Agent upon 60 days' notice in writing, mailed to the Rights Agent and to each transfer agent of the Shares
by registered or certified mail. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation
will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 60 days after
removal or after it has been notified in writing of the resignation or incapacity by the resigning or incapacitated Rights Agent,
then by prior written notice to the Corporation, the resigning Rights Agent or the holder of any Rights (which holder shall, with
such notice, submit such holder's Rights Certificate, if any, for inspection by the Corporation), may apply to a court of competent
jurisdiction for the appointment of a new Rights Agent, at the Corporation's expense. Any successor Rights Agent, whether appointed
by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized
to carry on the business of a trust company in the Provinces of Alberta and Ontario. After appointment, the successor Rights Agent
will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent, upon receipt of all outstanding fees and expenses owing to it, shall deliver
and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Corporation will
file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Shares and mail a notice thereof
in writing to the holders of the Rights in accordance with Section 5.9. Failure to give any notice provided for in this Section
4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent
or the appointment of any successor Rights Agent, as the case may be.
Article 5
MISCELLANEOUS
| (a) | The Directors acting in good faith may, until the occurrence of a Flip-in Event, upon prior written
notice delivered to the Rights Agent, waive the application of Section 3.1 to a particular Flip-in Event that would result from
a Take-over Bid made by way of take-over bid circular to all holders of record of Shares (which for greater certainty shall not
include the circumstances described in Subsection 5.1(h)); provided that if the Directors waive the application of Section 3.1
to a particular Flip-in Event pursuant to this Subsection 5.1(a), the Directors shall be deemed to have waived the application
of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular
to all holders of record of Shares prior to the expiry of any Take-over Bid (as the same may be extended from time to time) in
respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(a). |
| (b) | Subject to the prior consent of the holders of the Shares or the Rights as set forth in Subsection
5.4(b) or 5.4(c), the Directors acting in good faith may, at their option, at any time prior to the provisions of Section 3.1 becoming
applicable as a result of the occurrence of a Flip-in Event, elect to redeem all but not less than all of the outstanding Rights
at a redemption price of $0.000001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided
for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption
price being herein referred to as the "Redemption Price"). |
| (c) | Where, pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition under Subsection
5.1(a), a Person acquires outstanding Shares, other than Shares Beneficially Owned by such Person at the date of the Permitted
Bid, the Competing Permitted Bid or the Exempt Acquisition under Subsection 5.1(a), then the Directors shall immediately upon the
consummation of such acquisition without further formality and without any approval under Subsection 5.4(b) or 5.4(c) be deemed
to have elected to redeem the Rights at the Redemption Price. |
| (d) | Where a Take-over Bid that is not a Permitted Bid Acquisition is withdrawn or otherwise terminated
after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Directors may elect to redeem all the
outstanding Rights at the Redemption Price. |
| (e) | If the Directors are deemed under Subsection 5.1(c) to have elected, or elect under either of Subsection
5.1(b) or 5.1(d), to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice,
terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. |
| (f) | Within 10 days after the Directors are deemed under Subsection 5.1(c) to have elected, or elect
under Subsection 5.1(b) or 5.1(d), to redeem the Rights, the Corporation shall give notice of redemption to the holders of the
then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the registry books of
the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Shares. Any notice which
is mailed in the manner provided herein shall be deemed given, whether or not the holder receives the notice. Each notice of redemption
will state the method by which the payment of the Redemption Price will be made. |
| (g) | Upon the Rights being redeemed pursuant to Subsection 5.1(d), all the provisions of this Agreement
shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held
by each Shareholder as of the Separation Time had not been mailed to each such Shareholder, and for all purposes of this Agreement,
the Separation Time shall be deemed not to have occurred and the Rights shall remain attached to the outstanding Shares, subject
to and in accordance with the provisions of this Agreement. |
| (h) | The Directors may waive the application of Section 3.1 in respect of the occurrence of any Flip-in
Event if the Directors have determined within ten Trading Days following a Share Acquisition Date that a Person became an Acquiring
Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person under this Agreement
and, in the event that such a waiver is granted by the Directors, such Share Acquisition Date shall be deemed not to have occurred.
Any such waiver pursuant to this Subsection 5.1(h) must be on the condition that such Person, within 14 days after the foregoing
determination by the Directors or such earlier or later date as the Directors may determine (the "Disposition Date"),
has reduced its Beneficial Ownership of Shares so that the Person is no longer an Acquiring Person. If the Person remains an Acquiring
Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a
further Share Acquisition Date and Section 3.1 shall apply thereto. |
| (i) | The Directors may, prior to the close of business on the tenth Trading Day following a Share Acquisition
Date or such later Business Day as they may from time to time determine, upon prior written notice delivered to the Rights Agent,
waive the application of Section 3.1 to the related Flip-in Event, provided that the Acquiring Person has reduced its Beneficial
Ownership of Shares (or has entered into a contractual arrangement with the Corporation, acceptable to the Directors, to do so
within 10 days of the date on which such contractual arrangement is entered into or such other date as the Directors may have determined)
such that at the time the waiver becomes effective pursuant to this Subsection 5.1(i) such Person is no longer an Acquiring Person.
In the event of such a waiver becoming effective prior to the Separation Time, for the purposes of this Agreement such Flip-in
Event shall be deemed not to have occurred. |
| (j) | The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application
of Section 3.1 made by the Directors under this Section 5.1. |
No Person shall have
any rights whatsoever pursuant to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent
as specified in Subsections 4.1(a) and (b) of this Agreement.
| 5.3 | Issuance of New Rights Certificates |
Notwithstanding any
of the provisions of this Agreement or the Rights to the contrary, the Corporation may, at its option, issue new Rights Certificates
evidencing Rights in such form as may be approved by the Directors to reflect any adjustment or change in the number or kind or
class of securities purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.
| 5.4 | Supplements and Amendments |
| (a) | Without the approval of any holders of Shares or Rights, AOG may make amendments or supplements
to this Agreement to correct any clerical or typographical error or which are required to maintain the validity of the Agreement
as a result of any change in any applicable legislation, regulations or rules thereunder. Notwithstanding anything in this Section 5.4
to the contrary, no supplement or amendment shall be made to the provisions of Article 4 except with the written concurrence
of the Rights Agent to such change, supplement or amendment. |
| (b) | Subject to subsection 5.4(a), the Corporation may, with the prior consent of the holders of
Shares obtained as set forth below, at any time before the Separation Time, amend, vary, delete, rescind or supplement any of the
provisions of this Agreement and the Rights. Such consent shall be deemed to have been given if the action requiring such approval
is approved by the affirmative vote of a majority of the votes cast by Independent Shareholders represented in person or by proxy
at and entitled to be voted at a meeting of the Shareholders duly called and held in compliance with applicable laws. |
| (c) | The Corporation may, with the prior consent of the holders of Rights obtained as set forth below,
at any time after the Separation Time amend, vary, delete, rescind or supplement any of the provisions of this Agreement and the
Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally), provided
that no such amendment, variation or deletion shall be made to the provisions of Article 4 except with the written concurrence
of the Rights Agent thereto. |
| (d) | Any approval or consent of the holders of Rights shall be deemed to have been given if the action
requiring such approval or consent is authorized by the affirmative votes of the holders of Rights present or represented and entitled
to vote at a meeting of the holders of Rights and representing a majority of the votes cast in respect thereof. For the purposes
hereof, each outstanding Right (other than Rights which are void pursuant to the provisions hereof) shall be entitled to one vote,
and the procedures for the calling, holding and conduct of the meeting shall be those, as nearly as may be, which are provided
in the the Corporation's by-laws and the Business Corporations Act (Alberta) with respect to meetings of Shareholders, modified
appropriately. |
| (e) | Any amendments or supplements made by the Corporation to this Agreement pursuant to subsection 5.4(a),
which are required to maintain the validity of the Agreement as a result of any change in any applicable legislation, regulations
or rules thereunder, shall: |
| (i) | if made before the Separation Time, be submitted to the Shareholders at the next meeting of Shareholders
and the Shareholders may, by the majority referred to in subsection 5.4(b) confirm or reject such amendment; and |
| (ii) | if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called
for on a date not later than immediately following the next meeting of Shareholders and the holders of Rights may, by resolution
passed by the majority referred to in subsection 5.4(d) confirm or reject such amendment. |
Any such amendment shall be effective
from the date of the resolution of the Board adopting such amendment, until it is confirmed or rejected or until it ceases to be
effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed.
If such amendment is rejected by the Shareholders or the holders of Rights or is not submitted to the Shareholders or holders of
Rights as required, then such amendment shall cease to be effective from and after the termination of the meeting at which it was
rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders of Rights that
should have been but was not held, and no subsequent resolution of the Board to amend this Agreement to substantially the same
effect shall be effective until confirmed by the Shareholders or holders of Rights as the case may be.
| (f) | The Corporation shall be required to provide the Rights Agent with notice in writing of any such
amendment, variation or rescission to this Agreement and/or the Rights as referred to in this Section 5.4 within five days
of effecting such amendment, variation or rescission. |
| 5.5 | Fractional Rights and Fractional Shares |
| (a) | The Corporation shall not be required to issue fractions of Rights or to distribute Rights Certificates
which evidence fractional Rights. After the Separation Time, in lieu of issuing fractional Rights, the Corporation shall pay to
the holders of record of the Rights Certificates (provided the Rights represented by such Rights Certificates are not void pursuant
to the provisions of Subsection 3.1(b), at the time such fractional Rights would otherwise be issuable), an amount in cash equal
to the fraction of the Market Price of one whole Right that the fraction of a Right that would otherwise be issuable is of one
whole Right. |
| (b) | The Corporation shall not be required to issue fractions of Shares upon exercise of Rights or to
distribute certificates which evidence fractional Shares. In lieu of issuing fractional Shares, the Corporation shall pay to the
registered holders of Rights Certificates, at the time such Rights are exercised as herein provided, an amount in cash equal to
the fraction of the Market Price of one whole Share that the fraction of a Share that would otherwise be issuable upon the exercise
of such Right is of one whole Share at the date of such exercise. |
Subject to the terms
of this Agreement, all rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent,
are vested in the respective holders of the Rights. Any holder of Rights, without the consent of the Rights Agent or of the holder
of any other Rights, may, on such holder's own behalf and for such holder's own benefit and the benefit of other holders of Rights,
enforce, and may institute and maintain any suit, action or proceeding against the Corporation to enforce such holder's right to
exercise such holder's Rights, or Rights to which such holder is entitled, in the manner provided in such holder's Rights and in
this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person
subject to, this Agreement.
Any obligation of
the Corporation or action or event contemplated by this Agreement shall be subject to the receipt of requisite approval or consent
from any governmental or regulatory authority, and without limiting the generality of the foregoing, necessary approvals of the
Toronto Stock Exchange shall be obtained, in relation to the issuance of Shares upon the exercise of Rights under Subsection 2.2(d).
| 5.8 | Declaration as to Non-Canadian or Non-U.S. Holders |
If in the opinion
of the Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance
by the Corporation with Applicable Securities Laws of a jurisdiction outside Canada, the Directors acting in good faith shall take
such actions as they may deem appropriate to ensure such compliance. In no event shall the Corporation or the Rights Agent be required
to issue or deliver Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of
any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration
of the relevant Persons or securities for such purposes.
| (a) | Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent
or by the holder of any Rights to or on the Corporation shall be sufficiently given or made if delivered, sent by registered or
certified mail, postage prepaid (until another address is filed in writing with the Rights Agent), or sent by facsimile or other
form of recorded electronic communication, charges prepaid and confirmed in writing, as follows: |
Advantage Oil & Gas Ltd.
000, 000 – 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: |
Chief Financial Officer |
Fax No. |
(000) 000-0000 |
| (b) | Notices or demands authorized or required by this Agreement to be given or made by the Corporation
or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered, sent by registered or
certified mail, postage prepaid (until another address is filed in writing with the Corporation), or sent by facsimile or other
form of recorded electronic communication, charges prepaid and confirmed in writing, as follows: |
Computershare Trust Company of Canada
000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: |
General Manager, Client Services |
Fax No.: |
(000) 000-0000 |
| (c) | Notices or demands authorized or required by this Agreement to be given or made by the Corporation
or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered or sent by first class mail,
postage prepaid, addressed to such holder at the address of such holder as it appears upon the register of the Rights Agent or,
prior to the Separation Time, on the register of the Corporation for its Shares. Any notice which is mailed or sent in the manner
herein provided shall be deemed given, whether or not the holder receives the notice. |
| (d) | Any notice given or made in accordance with this Section 5.9 shall be deemed to have been given
and to have been received on the day of delivery, if so delivered, on the third Business Day (excluding each day during which there
exists any general interruption of postal service due to strike, lockout or other cause) following the mailing thereof, if so mailed,
and on the day of telegraphing, telecopying or sending of the same by other means of recorded electronic communication (provided
such sending is during the normal business hours of the addressee on a Business Day and if not, on the first Business Day thereafter).
Each of the Corporation and the Rights Agent may from time to time change its address for notice by notice to the other given in
the manner aforesaid. |
The Corporation agrees
that if the Corporation fails to fulfil any of its obligations pursuant to this Agreement, then the Corporation will reimburse
the holder of any Rights for the costs and expenses (including legal fees) incurred by such holder to enforce his rights pursuant
to any Rights or this Agreement.
All the covenants
and provisions of this Agreement by or for the benefit of the Corporation or the Rights Agent shall bind and enure to the benefit
of their respective successors and assigns hereunder.
| 5.12 | Benefits of this Agreement |
Nothing in this Agreement
shall be construed to give to any Person other than the Corporation, the Rights Agent and the holders of the Rights any legal or
equitable right, remedy or claim under this Agreement; further, this Agreement shall be for the sole and exclusive benefit of the
Corporation, the Rights Agent and the holders of the Rights.
This Agreement and
each Right issued hereunder shall be deemed to be a contract made under the laws of the Province of Alberta and for all purposes
shall be governed by and construed in accordance with the laws of such province applicable to contracts to be made and performed
entirely within such province.
If any term or provision
hereof or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable,
such term or provision shall be ineffective only as to such jurisdiction and to the extent of such invalidity or unenforceability
in such jurisdiction without invalidating or rendering unenforceable or ineffective the remaining terms and provisions hereof in
such jurisdiction or the application of such term or provision in any other jurisdiction or to circumstances other than those as
to which it is specifically held invalid or unenforceable.
Notwithstanding its
amendment and restatement as of the date hereof, this Agreement is effective and in full force and effect in accordance with its
terms from and after the Effective Date.
Assuming this Agreement
is approved and confirmed by a resolution passed by Shareholders at a meeting of Shareholders by the majority referred to in Subsection
5.4(b), if this Agreement is not subsequently reconfirmed by a resolution passed by holders of the Shares by the majority referred
to in the last sentence of Subsection 5.4(b) at every third annual meeting of the Corporation following such meeting of Shareholders,
or if this Agreement is not presented for reconfirmation by Shareholders prior to such dates, as the case may be, this Agreement
and all outstanding Rights shall terminate and be void and of no further force and effect on and after the date of termination
of such applicable meeting of Shareholders; provided that termination shall not occur if a Flip-in Event has occurred (other than
a Flip-in Event which has been waived pursuant to Section 5.1 hereof), prior to the date upon which this Agreement would otherwise
terminate pursuant to this Section 5.16.
| 5.17 | Determinations and Actions by the Directors |
All actions, calculations
and determinations (including all omissions with respect to the foregoing) which are done or made by the Directors, in good faith,
for the purposes hereof shall not subject the Directors or any trustee or director of any Subsidiary of the Corporation to any
liability to the holders of the Rights.
Time shall be of the
essence in this Agreement.
| 5.19 | Execution in Counterparts |
This Agreement may
be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.
ADVANTAGE OIL & GAS LTD. |
Per: |
(signed) "Xxxxx Xxxxxxxxx" |
|
Authorized Signatory |
|
|
COMPUTERSHARE TRUST COMPANY OF CANADA |
Per: |
(signed) "Xxxxxx Xxxxx" |
|
Authorized Signatory |
|
Per: |
(signed) "Simon Law" |
|
Authorized Signatory |
ATTACHMENT
1
ADVANTAGE
OIL & GAS LTD.
SHAREHOLDER RIGHTS PLAN AGREEMENT
[Form of Rights Certificate]
Certificate No. ____________________
|
Rights ________________ |
THE RIGHTS ARE SUBJECT TO TERMINATION
ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF
THE SHAREHOLDER RIGHTS PLAN AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR CERTAIN RELATED PARTIES, OR TRANSFEREES
OF AN ACQUIRING PERSON OR CERTAIN RELATED PARTIES, MAY BECOME VOID.
Rights Certificate
This certifies that _________________,
or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered
holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Plan Agreement, made as of July
9, 2009 and as amended and restated as of January 10, 2010 and May 29, 2018, as the same may be amended or supplemented from time
to time (the "Shareholder Rights Agreement"), between Advantage Oil & Gas Ltd., a corporation incorporated
under the laws of the Province of Alberta (the "Corporation") and Computershare Trust Company of Canada, a trust
company incorporated under the laws of Canada (the "Rights Agent") (which term shall include any successor Rights
Agent under the Shareholder Rights Agreement), to purchase from the Corporation at any time after the Separation Time (as such
term is defined in the Shareholder Rights Agreement) and prior to the Expiration Time (as such term is defined in the Shareholder
Rights Agreement), one fully paid Share of the Corporation (a "Share") at the Exercise Price referred to below,
upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise (in the form provided hereinafter)
duly executed and submitted to the Rights Agent at its principal office in any of the cities of Toronto and Calgary. The Exercise
Price shall initially be $100.00 (Cdn.) per Right and shall be subject to adjustment in certain events as provided in the Shareholder
Rights Agreement.
In certain circumstances described in
the Rights Agreement, the number of Shares which each Right entitles the registered holder thereof to purchase shall be adjusted
as provided in the Shareholder Rights Agreement.
This Rights Certificate is subject to
all of the terms and provisions of the Shareholder Rights Agreement, which terms and provisions are incorporated herein by reference
and made a part hereof and to which Shareholder Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the
Rights Certificates. Copies of the Shareholder Rights Agreement are on file at the registered office of the Corporation.
This Rights Certificate, with or without
other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged
for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to
the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights
Certificate shall be exercised in part,
the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for
the number of whole Rights not exercised.
Subject to the provisions of the Shareholder
Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.000001
per Right, subject to adjustment in certain events, under certain circumstances at its option.
No fractional Shares will be issued
upon the exercise of any Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Shareholder
Rights Agreement.
No holder of this Rights Certificate,
as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Shares or of any other securities
which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or
herein be construed to confer upon the holder hereof, as such, any of the Rights of a Shareholder of the Corporation or any right
to vote for the election of trustees or directors or upon any matter submitted to Shareholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting Shareholders (except as
provided in the Shareholder Rights Agreement), or to receive distributions or subscription rights, or otherwise, until the Rights
evidenced by this Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement.
This Rights Certificate shall not be
valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the
proper officers of the attorney of the Corporation.
Date:
ADVANTAGE OIL & GAS LTD. |
Per: |
|
|
Authorized Signatory |
|
|
COMPUTERSHARE TRUST COMPANY OF CANADA |
Per: |
|
|
Authorized Signatory |
FORM
OF ASSIGNMENT
(To be executed by the registered holder
if such holder desires to transfer the Rights Certificate.)
FOR VALUE RECEIVED ________________________________
hereby sells, assigns and transfers unto
(Please print
name and address of transferee.)
the Rights represented by this Rights
Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , as attorney,
to transfer the within Rights on the books of the Corporation, with full power of substitution.
Dated: ________________________
Signature Guaranteed: |
Signature |
|
(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration
or enlargement or any change whatsoever.) |
Signature(s) Guaranteed: Medallion Guarantee
Stamp
The signature(s) should be guaranteed by an eligible guarantor institution (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions) with membership in an approved
signature guarantee medallion, pursuant to S.E.C. Rule 17Ad-15.
CERTIFICATE
(To be completed if true.)
The undersigned party transferring Rights
hereunder, hereby represents, for the benefit of all holders of Rights and Shares, that the Rights evidenced by this Rights Certificate
are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or
Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized
terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement.
(To be attached to each Rights Certificate)
FORM
OF ELECTION TO EXERCISE
(To be exercised by the registered holder
if such holder desires to exercise the Rights Certificate.) TO:
The undersigned hereby irrevocably elects
to exercise whole Rights represented by the attached Rights Certificate to purchase the Shares or other securities, if applicable,
issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of
(Name)
(Address)
(City and Province)
Social Insurance Number or other taxpayer identification number.
If such number of Rights shall not be
all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered
in the name of and delivered to:
(Name)
(Address)
(City and Province)
Social Insurance Number or other taxpayer identification number.
Signature Guaranteed: |
Signature |
|
(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration
or enlargement or any change whatsoever.) |
Signature(s) Guaranteed: Medallion
Guarantee Stamp
The signature(s) should be guaranteed by an eligible guarantor institution (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions) with membership in an approved
signature guarantee medallion, pursuant to S.E.C. Rule 17Ad-15.
CERTIFICATE
(To be completed if true.)
The undersigned party exercising Rights
hereunder, hereby represents, for the benefit of all holders of Rights and Shares, that the Rights evidenced by this Rights Certificate
are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or
Associate thereof or a Person acting
jointly or in concert with an Acquiring
Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights
Agreement.
(To be attached to each Rights Certificate)
NOTICE
In the event the certification set forth
above in the Forms of Assignment and Election is not completed, the Corporation will deem the Beneficial Owner of the Rights evidenced
by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof. No Rights Certificates shall be issued
in exchange for a Rights Certificate owned or deemed to have been owned by an Acquiring Person or an Affiliate or Associate thereof,
or by a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof.