Common use of Manner of Exercise of Right to Convert Clause in Contracts

Manner of Exercise of Right to Convert. (1) The holder of a Debenture Certificate desiring to convert such Debenture in whole or in part into Common Shares shall surrender such Debenture Certificate to the Trustee at its principal office in the City of Calgary, Alberta together with the conversion notice in the form of Schedule B or any other written notice in a form satisfactory to the Trustee, duly executed by the holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its right to convert such Debenture in accordance with the provisions of this Article. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purpose of effecting conversion, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Restricted Uncertificated Debentures, if any, and Restricted Physical Debentures shall be converted into Common Shares and marked to bear the U.S. Legend, and Unrestricted Uncertificated Debentures shall be converted into Common Shares issued under unrestricted share CUSIP #▇▇▇▇▇▇▇▇▇. Upon the Trustee receiving an executed Conversion Notice as set out in Schedule B with the box therein being ticked, the Trustee will issue Common Shares without the U.S. Legend under unrestricted share ISIN #CA34348Q1028. Thereupon such Debentureholder or, subject to compliance with the applicable terms and provisions hereof and payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, its nominee(s) or assignee(s) shall be entitled to be entered in the books of the Company as at the Date of Conversion (or such later date as is specified in Section 5.2(2)) as the holder of the number of Common Shares, as applicable, into which such Debenture is convertible in accordance with the provisions of this Article 5 and, as soon as practicable thereafter, the Company shall deliver to such Debentureholder or, subject as aforesaid, its nominee(s) or assignee(s), a certificate or certificates for such Common Shares or deposit such Common Shares through the Depository’s non-certificated system and make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 5.2(5). (2) For the purposes of this Article, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”) on which it is so surrendered when the register of the Trustee is open and in accordance with the provisions of this Article or, in the case of an Uncertificated Debenture which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by mail or other means of transmission, on the date on which it is received by the Trustee at the principal offices of the Trustee in Calgary, Alberta; provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the Person or Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened. (3) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts. (4) The holder of any Debenture of which only a part is converted shall, upon the exercise of its right of conversion surrender such Debenture to the Trustee in accordance with Section 5.2(1), and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purposes of effecting conversions, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Following the withdrawal of the relevant Uncertificated Debentures from CDS, if applicable, and the subsequent conversion, the Trustee shall cancel the Uncertificated Debentures to be converted and shall certify and deliver to the holder a new Debenture or Debentures in accordance with the terms hereof in an aggregate principal amount equal to the unconverted part of the principal amount of the Uncertificated Debentures so surrendered. (5) Except as may be otherwise expressly provided for at the time of issue of such Debentures, as expressed in this Indenture, in such Debentures, in an Officer’s Certificate, or in a supplemental indenture authorizing or providing for the issue thereof, the holder of a Debenture surrendered for conversion in accordance with this Section 5.2 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof, in cash, from the last Interest Payment Date prior to the Date of Conversion up to but excluding the Date of Conversion and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 5.2(2), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.

Manner of Exercise of Right to Convert. (1a) The holder Holder of a Debenture Certificate Tranche A Note desiring to convert such Debenture Note, in whole or in part part, into Common Shares of the Company shall surrender such Debenture Certificate Note to the Trustee Company at its principal office in the City of Calgary, Alberta together with the a written conversion notice (the "Notice of Conversion"), substantially in the form as set forth on Exhibit 2 hereto, stating (i) the principal amount of Schedule B or any other written notice in a form satisfactory the outstanding Note to the Trustee, duly executed by the holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its right to convert such Debenture in accordance with the provisions of this Article. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purpose of effecting conversion, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Restricted Uncertificated Debentures, if any, and Restricted Physical Debentures shall be converted into Common Shares and marked to bear the U.S. Legend, and Unrestricted Uncertificated Debentures shall be converted into Common Shares issued under unrestricted share CUSIP #▇▇▇▇▇▇▇▇▇. Upon the Trustee receiving an executed Conversion Notice as set out in Schedule B with the box therein being ticked, the Trustee will issue Common Shares without the U.S. Legend under unrestricted share ISIN #CA34348Q1028. Thereupon such Debentureholder or, subject to compliance with the applicable terms and provisions hereof and payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, its nominee(s) or assignee(s) shall be entitled to be entered in the books of the Company and (ii) the Percentage Interest to be issued to such Holder upon conversion of such Note pursuant to Section 6.1. The date on which the Notice of Conversion is delivered to the Company is referred to herein as at the "Date of Conversion". Effective as of the Date of Conversion (or Conversion, such later date Holder shall be admitted as is specified in Section 5.2(2)) as the holder a shareholder of the number Company and shall be issued such Percentage Interest as set forth in the applicable Notice of Common Shares, as applicable, into which Conversion. Within three (3) Business Days after receipt by the Company of the Notice of Conversion form such Debenture is convertible in accordance with the provisions of this Article 5 and, as soon as practicable thereafterHolder, the Company shall deliver to such Debentureholder or, subject as aforesaid, its nominee(sHolder (i) or assignee(s), a certificate or certificates for such Common Shares or deposit such Common Shares through the Depository’s non-certificated system and make or cause to be made any payment of interest to which such holder Holder is entitled in accordance with Section 5.2(5)6.2(c) and (ii) duly-authorized, validly-issued, fully-paid, and non-assessable Shares, issuance of which is covered by an effective registration statement. (2b) For Upon a Holder of any Note exercising the purposes right of this Article, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”) on which it is so surrendered when the register of the Trustee is open and in accordance with the provisions of this Article or, in the case of an Uncertificated Debenture which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by mail or other means of transmission, on the date on which it is received by the Trustee at the principal offices of the Trustee in Calgary, Alberta; provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the Person or Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened. (3) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts. (4) The holder of any Debenture of which only a part is converted shall, upon of the exercise of its right of conversion surrender Note and surrendering such Debenture Note to the Trustee Company in accordance with Section 5.2(16.2(a), and the Trustee Company shall cancel the same and shall without charge forthwith certify and deliver to the holder Holder a new Debenture or Debentures Note in an aggregate a principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purposes of effecting conversions, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Following the withdrawal of the relevant Uncertificated Debentures from CDS, if applicable, and the subsequent conversion, the Trustee shall cancel the Uncertificated Debentures to be converted and shall certify and deliver to the holder a new Debenture or Debentures in accordance with the terms hereof in an aggregate principal amount equal to the unconverted part of the principal amount of the Uncertificated Debentures Note so surrendered. (5c) Except as may be otherwise expressly provided for at the time of issue of such Debentures, as expressed in this Indenture, in such Debentures, in an Officer’s Certificate, or in a supplemental indenture authorizing or providing for the issue thereof, the holder The Holder of a Debenture Note surrendered for conversion in accordance with this Section 5.2 6.2 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof, in cash, from thereof up to the last Interest Payment Date prior to on or immediately preceding the Date of Conversion up to of such Notes, but excluding there shall be no payment or adjustment by the Company on account of any interest accrued or accruing on such Notes from the latest Interest Payment Date until the Date of Conversion and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after (unless the Date of Conversion or such later date as such holder shall become occurs on the holder of record of such Common Shares pursuant to Section 5.2(2Interest Payment Date), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.

Manner of Exercise of Right to Convert. (1a) The holder of a In order to exercise the Conversion Option, the Holder shall, within the time specified in Section 0, surrender this Debenture Certificate desiring to convert such Debenture in whole or in part into Common Shares shall surrender such Debenture Certificate to the Trustee Company at its principal office in the City of Calgary, Alberta together with the conversion Calgary accompanied by a written notice (which shall be irrevocable) in the form of Schedule B or any other written notice in a form satisfactory the “Notice of Election to the TrusteeConvert” attached to this Certificate, duly executed signed by the holder Holder or its executors or the Holder’s executors, administrators or other legal representatives or its or their the Holder’s attorney duly appointed by an instrument in writing in form and executed execution satisfactory to the Company stating: (i) that the Holder is exercising the right to convert the Debenture into the Common Shares issued upon the conversion of all or part of the Principal Amount pursuant to Article 2 (the “Conversion Shares”) as provided in this Article 2 (the “Conversion Option”); (ii) the names (with addresses) in which the Conversion Shares are to be registered and, if there is more than one name, the number of Conversion Shares to be registered in each of such names, provided that the Holder shall only be entitled to direct his entitlement to the Conversion Shares in a manner satisfactory permitted by applicable securities legislation; and (iii) the address or addresses to which the Trustee, exercising its right certificate(s) representing the Conversion Shares are to convert such be delivered. b) Upon surrender of the Debenture accompanied by the “Notice of Election to Convert” in accordance with the provisions of this Article. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purpose of effecting conversion, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Restricted Uncertificated Debentures, if any, and Restricted Physical Debentures shall be converted into Common Shares and marked to bear the U.S. Legend, and Unrestricted Uncertificated Debentures shall be converted into Common Shares issued under unrestricted share CUSIP #▇▇▇▇▇▇▇▇▇. Upon the Trustee receiving an executed Conversion Notice as set out in Schedule B with the box therein being tickedSection 0 above , the Trustee will issue Common Shares without the U.S. Legend under unrestricted share ISIN #CA34348Q1028. Thereupon such Debentureholder Holder or, subject to compliance with the applicable terms and provisions hereof and payment of all applicable stamp taxes or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the TrusteeCompany, its nominee(s) the Holder’s nominee or assignee(s) assignee shall be entitled to be entered in the books of the Company as at the Date of Conversion (or such later date Date, as is specified in Section 5.2(2)) defined below, as the holder of the number of Common Conversion Shares, as applicable, into which such Debenture is convertible in accordance with the provisions of this Article 5 and, and as soon as practicable thereafter, the Company shall deliver to such Debentureholder the Holder or, subject as aforesaid, its nominee(s) nominee or assignee(s)assignee, a certificate or certificates for such Common Conversion Shares or deposit to the address indicated in the “Notice of Election to Convert”. c) If the Holder elects to convert less than all of the Principal Amount thereon into Conversion Shares, the Company shall forthwith deliver to the Holder a replacement Certificate in respect of the portion of the Principal Amount that remains unconverted. Upon such Common conversion, the Principal Amount shall, subject to the issuance and delivery of the Conversion Shares through to which the Depository’s non-certificated system Holder is then entitled, be deemed to have been repaid to the extent of the amount so converted, the Company shall have no further obligations hereunder in respect of the amount so converted, and make or cause the Holder shall be entitled to be made treated in all respects as the holder of such Conversion Shares from and after the date of such conversion. Notwithstanding any payment of interest such conversion, the Company will remain obliged to which such holder is entitled repay, in accordance with Section 5.2(5)the terms of this Debenture, any principal in respect of the Principal Amount that the Holder does not elect to convert. (2d) For the purposes of this ArticleArticle 2, a this Debenture shall be deemed to be surrendered for conversion on the date (herein called the “Date of ConversionConversion Date”) on which it is so surrendered when the register of the Trustee is open and in accordance with the provisions of this Article or, in the case of an Uncertificated Debenture which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights 2 and, in the case of a Debenture so if surrendered by mail or other means of transmissiondelivery, on the date on which it is received by the Trustee at the principal offices of the Trustee in CalgaryCompany, Alberta; provided that if a this Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the Person or Persons entitled to receive Common the Conversion Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened. (3) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts. (4) The holder of any Debenture of which only a part is converted shall, upon the exercise of its right of conversion surrender such Debenture to the Trustee in accordance with Section 5.2(1), and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purposes of effecting conversions, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Following the withdrawal of the relevant Uncertificated Debentures from CDS, if applicable, and the subsequent conversion, the Trustee shall cancel the Uncertificated Debentures to be converted and shall certify and deliver to the holder a new Debenture or Debentures in accordance with the terms hereof in an aggregate principal amount equal to the unconverted part of the principal amount of the Uncertificated Debentures so surrendered. (5) Except as may be otherwise expressly provided for at the time of issue of such Debentures, as expressed in this Indenture, in such Debentures, in an Officer’s Certificate, or in a supplemental indenture authorizing or providing for the issue thereof, the holder of a Debenture surrendered for conversion in accordance with this Section 5.2 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof, in cash, from the last Interest Payment Date prior to the Date of Conversion up to but excluding the Date of Conversion and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion or such later date as such holder shall become the holder of record of such shares as at the date on which such register is next reopened. e) Notwithstanding anything herein contained, Common Shares pursuant to Section 5.2(2), from which applicable date they will for all purposes be and be deemed to only be issued and outstanding registered upon conversion of this Debenture in compliance with the securities laws of any applicable jurisdiction and, without limiting the generality of the foregoing, in the event that this Debenture is converted prior to the expiry of any applicable hold period under applicable securities legislation, the certificates representing the Common Shares thereby issued will bear such legend as fully paid may, in the opinion of counsel to the Company, be necessary in order to avoid a violation of any securities laws applicable in Canada or the United States or to comply with the requirements of any stock exchange on which the Common Shares are listed, provided that if, at any time, in the opinion of counsel to the Company, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and non-assessable substance to the Company (which may include an opinion of counsel satisfactory to the Company) to the effect that such holder is entitled to sell or otherwise transfer such Common SharesShares in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend.

Manner of Exercise of Right to Convert. (1a) The holder of a Debenture Certificate desiring If the Debtor wishes to convert such Debenture this Debenture, in whole or in part part, into Common Shares pursuant to Subsection 9.1, it shall surrender such Debenture Certificate deliver to the Trustee at its principal office Debentureholder the Conversion Form set forth in Exhibit “C” hereto (the City of Calgary, Alberta together with the conversion notice in the form of Schedule B or any other written notice in a form satisfactory to the Trustee“Conversion Form”), duly executed by the holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the TrusteeDebtor, irrevocably exercising its right to convert the Principal Amount set out in the Conversion Form along with any accrued and unpaid interest, or such Debenture portion thereof, in accordance with the provisions of this Article. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purpose of effecting conversion, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Restricted Uncertificated Debentures, if any, and Restricted Physical Debentures shall be converted into Common Shares and marked to bear the U.S. Legend, and Unrestricted Uncertificated Debentures shall be converted into Common Shares issued under unrestricted share CUSIP #▇▇▇▇▇▇▇▇▇hereof. Upon delivery of the Trustee receiving an executed Conversion Notice as set out in Schedule B with the box therein being tickedForm, the Trustee will issue Common Shares without the U.S. Legend under unrestricted share ISIN #CA34348Q1028. Thereupon such Debentureholder or, subject to compliance with the applicable terms and provisions hereof and payment of all applicable stamp or security transfer taxes its nominee or other governmental charges and compliance with all reasonable requirements of the Trustee, its nominee(s) or assignee(s) assignee shall be entitled to be entered in the books of the Company Debtor as at the Conversion Date of Conversion (or such later date as is specified in Section 5.2(2)) as the holder of the number of Common Shares, as applicable, Shares into which such Debenture this Debenture, or portion thereof, is convertible in accordance with the provisions of this Article 5 hereof and, as soon as practicable thereafter and in any event no later than five (5) Business Days thereafter, the Company Debtor shall deliver or cause to such be delivered to the Debentureholder or, subject as aforesaid, its nominee(s) nominee, participant or assignee(s)assignee, a certificate or certificates for such Common Shares or deposit such Common Shares through the Depository’s non-certificated system and make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 5.2(5)Shares. (2b) For the purposes of this Articlehereof, a Debenture the “Conversion Date” shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”) on upon which it is so surrendered when the register of the Trustee is open and a conversion takes place in accordance with the provisions of this Article or, in the case of an Uncertificated Debenture which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by mail or other means of transmission, on the date on which it is received by the Trustee at the principal offices of the Trustee in Calgary, Alberta; provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the Person or Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopenedDebenture. (3c) Any part, being $1,000 or an integral multiple thereof, The Debentureholder shall keep records of a Debenture in a denomination in excess of $1,000 may be converted as provided in this Article payments and all references in this Indenture to conversion of Debentures conversions and such records shall be deemed to include conversion prima facia evidence of such partspayments and conversions. (4d) The holder Common Shares issued upon conversion of any this Debenture of which only a part is converted shall, upon the exercise of its right of conversion surrender such Debenture to the Trustee in accordance with Section 5.2(1), and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purposes of effecting conversions, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Following the withdrawal of the relevant Uncertificated Debentures from CDS, if applicable, and the subsequent conversion, the Trustee shall cancel the Uncertificated Debentures to be converted and shall certify and deliver to the holder a new Debenture or Debentures in accordance with the terms hereof in an aggregate principal amount equal to the unconverted part of the principal amount of the Uncertificated Debentures so surrendered. (5) Except as may be otherwise expressly provided for at the time of issue of such Debentures, as expressed in this Indenture, in such Debentures, in an Officer’s Certificate, or in a supplemental indenture authorizing or providing for the issue thereof, the holder of a Debenture surrendered for conversion in accordance with this Section 5.2 shall be entitled (subject to any applicable restriction on the right all rights and privileges accorded to receive interest on conversion holders of Debentures record of any series) to receive accrued and unpaid interest in respect thereof, in cash, from the last Interest Payment Date prior to the Date of Conversion up to but excluding the Date of Conversion and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 5.2(2)Date, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares. (e) Upon delivery of the Conversion Form, if the Debentureholder requests that the conversion of this Debenture, or a portion thereof, occur under subsection 85(1) of the Income Tax Act (Canada), the parties hereto agree to elect at the amount determined by the Debentureholder for this purpose, and to make, execute and file with the appropriate bodies the elections required under the said subsection 85(1) and the applicable provisions of any provisions of any applicable provincial legislation in the prescribed form and with the prescribed time.

Manner of Exercise of Right to Convert. (1) The holder Holder of a Debenture Certificate desiring Note wishing to convert such Debenture Note in whole or in part into Common Shares shall surrender such Debenture Certificate Note prior to the Time of Expiry or, if by facsimile transmission, deliver such facsimile transmission prior to the Time of Expiry and surrender such original Note within three Business Days thereafter, to the Trustee at its principal office offices in the City of CalgaryVancouver, Alberta together with the conversion notice in form on the form back of Schedule B such Note or any other written notice in a form and substance satisfactory to the Trustee, in either case duly executed by the holder Holder or its the Holder's executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing and in form and executed in a manner substance satisfactory to the Trustee, exercising its the Holder's right to convert such Debenture Note in accordance with the provisions of this Articlesection 4 and further together with documentation to satisfy the restrictive legend on the Note Certificate. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purpose of effecting conversion, such Debentures may Written notice shall also be required to be first withdrawn from CDS and surrendered provided to the Trustee. Restricted Uncertificated Debentures, if any, and Restricted Physical Debentures shall be converted into Common Shares and marked Corporation by delivering to bear the U.S. Legend, and Unrestricted Uncertificated Debentures shall be converted into Common Shares issued under unrestricted share CUSIP #▇▇▇▇▇▇▇▇▇. Upon the Trustee receiving an executed Conversion Notice as set out in Schedule B with the box therein being ticked, the Trustee will issue Common Shares without the U.S. Legend under unrestricted share ISIN #CA34348Q1028it a copy of such documentation. Thereupon such Debentureholder Noteholder or, subject to compliance with the applicable terms and provisions hereof and payment of all applicable stamp or taxes, security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, its nominee(s) such Noteholder's nominee or assignee(s) assignee shall be entitled to be entered in the books of the Company Corporation as at the Date of Conversion (as defined in paragraph 4.2(3) below) (or such later date as is specified in Section 5.2(2paragraph 4.2(3)) as the holder of the number of Common Shares, as applicable, Shares into which such Debenture Note is convertible in accordance with the provisions of this Article 5 hereof and, as soon as practicable thereafter, the Company Corporation shall deliver to such Debentureholder Noteholder or, subject as aforesaid, its nominee(s) his nominee or assignee(s)assignee, a certificate or certificates for such Common Shares or deposit such Common Shares through the Depository’s non-certificated system and make or cause to be made and, if applicable, a cheque for any payment of interest to which such holder is entitled in accordance with Section 5.2(5)amount payable under subsection 4.5. (2) If the Holder wishes to convert by facsimile transmission, the Holder shall deliver by facsimile transmission to the Trustee the duly completed and executed conversion form, together with a copy of the Note, each in such form as required as if surrendered directly to the Trustee and upon delivery of such facsimile transmission such Holder shall forthwith thereafter surrender the Note and the conversion form by delivering such documents to the Trustee and provided such documents are received by the Trustee within three Business Days of the date of the facsimile transmission, the date of the facsimile transmission shall be deemed to be the date on which the Note is surrendered for conversion. The Trustee shall not be required to deliver a certificate for Common Shares against a conversion by facsimile transmission until the original documentation is received by the Trustee. (3) For the purposes of this Articlehereof, a Debenture Note shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”"DATE OF CONVERSION") on which it is so surrendered when the register of the Trustee is open and by delivery, mail or facsimile in accordance with the provisions of this Article or, in the case of an Uncertificated Debenture which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights hereof and, in the case of a Debenture Note so surrendered by mail or other means of transmissiondelivery, on the date on which it is received by the Trustee at the principal one of its offices of the Trustee specified in Calgaryparagraph 4.2(1), Alberta; provided that if a Debenture Note is surrendered for conversion on a day on which the register of Common Shares is closed, the Person or Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers register is next reopened and provided that if a Note is surrendered for conversion on any interest payment date or the day of selection by the Trustee of any Notes for redemption, or in either case during the ten preceding Business Days, such Note shall be deemed to be surrendered for conversion on the Business Day immediately following such interest payment date or date on which Notes are next reopenedselected for redemption. (34) Any part, being $1,000 1,000.00 or an integral multiple thereof, of a Debenture in Note of a denomination in excess of $1,000 1,000.00 may be converted as provided in this Article herein and all references in this Indenture to conversion of Debentures Notes shall be deemed to include conversion of such parts. (4) . The holder Holder of any Debenture Note of which part only a part is converted shall, upon the exercise of its such Holder's right of conversion conversion, surrender such Debenture Note to the Trustee in accordance with Section 5.2(1)Trustee, and the Trustee shall cancel the same and shall shall, without charge to the Holder, forthwith certify and deliver to the holder Holder a new Debenture Note or Debentures Notes in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purposes of effecting conversions, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Following the withdrawal of the relevant Uncertificated Debentures from CDS, if applicable, and the subsequent conversion, the Trustee shall cancel the Uncertificated Debentures to be converted and shall certify and deliver to the holder a new Debenture or Debentures in accordance with the terms hereof in an aggregate principal amount equal to the unconverted part of the principal amount of the Uncertificated Debentures Note so surrendered. (5) Except as may be otherwise expressly provided for at the time of issue of such Debentures, as expressed in this Indenture, in such Debentures, in an Officer’s Certificate, or in a supplemental indenture authorizing or providing for the issue thereof, the holder The Holder of a Debenture Note surrendered for conversion in accordance with this Section 5.2 subsection 4.2 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof, in cash, from the last Interest Payment Date prior thereof to the Date of Conversion up to but excluding the Date of Conversion and the Conversion. The Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders holders of record of Common Shares on and after the Date of Conversion or such later date as such holder Holder shall become the holder of record of such Common Shares pursuant to Section 5.2(2paragraph 4.2(2), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.

Manner of Exercise of Right to Convert. (1a) The holder Holder of a Debenture Certificate Note desiring or obligated to convert such Debenture Note in whole or in part into Common Shares shall surrender such Debenture Certificate Note to the Trustee Company at its principal office in the City of Calgary, Alberta together with the conversion notice in the form of Schedule B attached hereto as Exhibit 2 or any other written notice in a form satisfactory to the TrusteeCompany (the “Notice of Conversion”), in either case duly executed by the holder Holder or its his executors or administrators or other legal representatives or its his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the TrusteeCompany, exercising its the Holders’ right to convert such Debenture Note in accordance with the provisions of this Article. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purpose of effecting conversion, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Restricted Uncertificated Debentures, if any, and Restricted Physical Debentures shall be converted into Common Shares and marked to bear the U.S. Legend, and Unrestricted Uncertificated Debentures shall be converted into Common Shares issued under unrestricted share CUSIP #▇▇▇▇▇▇▇▇▇. Upon the Trustee receiving an executed Conversion Notice as set out in Schedule B with the box therein being ticked, the Trustee will issue Common Shares without the U.S. Legend under unrestricted share ISIN #CA34348Q1028. Thereupon such Debentureholder Holder or, subject to compliance with the applicable terms and provisions hereof and payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the TrusteeCompany, its the Holders’ nominee(s) or assignee(s) shall be entitled to be entered in the books of the Company as at the Business Day immediately after the Date of Conversion (or such later date as is specified in Section 5.2(26.2(b)) as the holder Holder of the number of Common Shares, as applicable, Shares into which such Debenture Note is convertible in accordance with the provisions of this Article 5 and, as soon as practicable thereafter, the . The Company shall deliver or cause to be delivered to such Debentureholder Holder or, subject as aforesaid, its his nominee(s) or assignee(s), ) a certificate or certificates for such Common Shares or deposit such Common Shares through the Depository’s non-certificated system and make or cause to be made any payment of interest to which such holder Holder is entitled in accordance with Section 5.2(5).6.2(d) hereof.‌ (2b) For the purposes of this Article, a Debenture Note shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”) on which it is so surrendered when the register of the Trustee is open and in accordance with the provisions of this Article or, in the case of an Uncertificated Debenture which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture Note so surrendered by mail post or other means of transmission, on the date on which it is received by the Trustee Company at the principal offices of the Trustee in Calgary, Albertaits office; provided that if a Debenture Note is surrendered for conversion on a day on which the register of Common Shares is closed or on a day which immediately precedes a day on which the register of Common Shares is closed, the Person or Persons entitled to receive Common Shares shall become the holder Holder or holders Holders of record of such Common Shares as at the date on which such registers are register is next reopened.reopened.‌ (3c) Any part, being $1,000 or an integral multiple thereof, of Upon a Debenture in a denomination in excess of $1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts. (4) The holder Holder of any Debenture Note exercising the right of which conversion in respect of only a part is converted shall, upon of the exercise of its right of conversion surrender Note and surrendering such Debenture Note to the Trustee Company, in accordance with Section 5.2(1), and 6.5 the Trustee Company shall cancel the same and shall without charge forthwith certify and deliver to the holder Holder a new Debenture Note or Debentures Notes in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purposes of effecting conversions, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Following the withdrawal of the relevant Uncertificated Debentures from CDS, if applicable, and the subsequent conversion, the Trustee shall cancel the Uncertificated Debentures to be converted and shall certify and deliver to the holder a new Debenture or Debentures in accordance with the terms hereof in an aggregate principal amount equal to the unconverted part of the principal amount of the Uncertificated Debentures Note so surrendered. (5d) Except as may be otherwise expressly provided for at the time of issue of such Debentures, as expressed in this Indenture, in such Debentures, in an Officer’s Certificate, or in a supplemental indenture authorizing or providing for the issue thereof, the holder The Holder of a Debenture Note surrendered for conversion in accordance with this Section 5.2 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof, in cash, from the last Interest Payment Date prior to the Date of Conversion up to but excluding the Date of Conversion and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 5.2(2), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.Section

Manner of Exercise of Right to Convert. (1a) The holder Holder of a the Debenture Certificate desiring wishing to convert such Debenture in whole or in part into Common Shares as an Optional Conversion shall surrender such Debenture Certificate provide to the Trustee Corporation, at its principal office in the City of CalgaryLima, Alberta together with Peru, written notice (an "Option Conversion Notice") in form and substance satisfactory to the conversion notice Corporation, acting reasonably, substantially in the form of Schedule B or any other written notice in a form satisfactory to the TrusteeExhibit "2" annexed hereto, duly executed by the holder or Holder, its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and executed in a manner substance satisfactory to the TrusteeCorporation, acting reasonably, exercising its right to convert such Debenture in accordance with the provisions of this Article. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purpose of effecting conversion, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Restricted Uncertificated Debentures, if any, and Restricted Physical Debentures shall be converted into Common Shares and marked to bear the U.S. Legend, and Unrestricted Uncertificated Debentures shall be converted into Common Shares issued under unrestricted share CUSIP #▇▇▇▇▇▇▇▇▇. Upon the Trustee receiving an executed Conversion Notice as set out in Schedule B with the box therein being ticked, the Trustee will issue Common Shares without the U.S. Legend under unrestricted share ISIN #CA34348Q1028Article 3. Thereupon such Debentureholder the Holder or, subject to compliance with the applicable terms and provisions hereof and payment of all applicable stamp or taxes, security transfer taxes or other governmental charges and compliance with all reasonable requirements of the TrusteeCorporation, its nominee(s) nominee or assignee(s) assignee, shall be entitled to be entered in the books of the Company Corporation as at the Date of Conversion (or such later date as is specified in Section 5.2(2Subsection 3.2(b)) as the registered holder of the number of Common Shares, as applicable, into which such Debenture is convertible Shares so converted in accordance with the provisions of this Article 5 and, as soon as practicable hereof and within five Business Days thereafter, the Company Corporation shall deliver to such Debentureholder the Holder or, subject as aforesaid, its nominee(s) nominee or assignee(s)assignee, a certificate or certificates for such Common Shares and a cheque for any amounts payable under Section 2.2, Subsection 3.1(d) or deposit such Common Shares through the Depository’s non-certificated system and make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 5.2(5)3.5. (2b) For the purposes of this Articlehereof, a Debenture an Option Conversion Notice shall be deemed to be surrendered for conversion received by the Corporation on the date (herein called the “"Date of Conversion”") on which it is so surrendered when the register of the Trustee is open and deemed receipt in accordance with the provisions Section 7.1 of this Article orAgreement, in the case of an Uncertificated Debenture which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by mail or other means of transmission, on the date on which it is received by the Trustee at the principal offices of the Trustee in Calgary, Alberta; provided that if a Debenture the Option Conversion Notice is surrendered for conversion deemed to have been received on a day on which the register of Common Shares is closed, the Person or Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are register is next reopened. (3c) Any part, being $1,000 10,000 or an integral multiple thereofthereof plus accrued interest, of a the Debenture in a denomination in excess of $1,000 may be converted as provided in this Article herein and all references in this Indenture Debenture to conversion of Debentures the Debenture shall be deemed to include conversion of such parts. (4d) The holder of any Debenture of which only a part is converted shall, upon the exercise of its right of conversion surrender such Debenture to the Trustee in accordance with Section 5.2(1), and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. With respect to an Uncertificated Debenture, in order to surrender the interests in such Debentures for the purposes of effecting conversions, such Debentures may be required to be first withdrawn from CDS and surrendered to the Trustee. Following the withdrawal of the relevant Uncertificated Debentures from CDS, if applicable, and the subsequent conversion, the Trustee shall cancel the Uncertificated Debentures to be converted and shall certify and deliver to the holder a new Debenture or Debentures in accordance with the terms hereof in an aggregate principal amount equal to the unconverted part of the principal amount of the Uncertificated Debentures so surrendered. (5) Except as may be otherwise expressly provided for at the time of issue of such Debentures, as expressed in this Indenture, in such Debentures, in an Officer’s Certificate, or in a supplemental indenture authorizing or providing for the issue thereof, the holder of a Debenture surrendered for conversion in accordance with this Section 5.2 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof, in cash, from the last Interest Payment Date prior to the Date of Conversion up to but excluding the Date of Conversion and the Common Shares issued upon such conversion shall rank only in respect equally with all other issued and outstanding Common Shares as of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion or such later date as such holder Holder shall become the holder of record of such Common Shares pursuant to Section 5.2(2Subsection 3.2(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.