Common use of Method of Exercise of Special Warrants Clause in Contracts

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agency, after the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise form. A Special Warrant Certificate with the duly completed and executed exercise form referred to in this subsection 3.1(a) will be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Special Warrant Agent at the Special Warrant Agency. (b) Any exercise form referred to in subsection 3.1(a) will be signed by the Special Warrantholder and will specify: (i) the number of Units which the holder wishes to acquire (being not more than the number of Units which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names the Unit Shares and the Warrants to be acquired upon exercise of the Special Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Unit Shares and Warrants to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special Warrantholder, the Special Warrantholder will pay to the Corporation or the Special Warrant Agent on behalf of the Corporation, all applicable transfer or stamp taxes or government or other charges and the Corporation will not be required to issue or deliver certificates evidencing Units unless or until such Special Warrantholder has paid to the Corporation, or the Special Warrant Agent on behalf of the Corporation, the amount of such tax or charge or will have established to the satisfaction of the Corporation that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his or her Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System, including CDSX. (d) By causing a Participant to deliver notice to the Depository, a Special Warrantholder shall be deemed to have irrevocably surrendered his or her Special Warrants so exercised and appointed such Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Special Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal offices of the Special Warrant Agent in Vancouver, British Columbia as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Corporation may, with the approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) Any Special Warrant with respect to which a Confirmation is not received by the Special Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Special Warrants shall terminate and be cancelled.

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agency, after the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise formform attached as Appendix 1 to the Special Warrant Certificate (attached hereto as Schedule “A”). A Special Warrant Certificate with the duly completed and executed exercise form referred to in this subsection Section 3.1(a) will be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Special Warrant Agent at the Special Warrant Agency. (b) Any exercise form referred to in subsection Section 3.1(a) will be signed by the Special Warrantholder and will specify: (i) the number of Units which the holder wishes to acquire (being not more than the number of Units which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names the Unit Shares and the Warrants Units to be acquired upon exercise of the Special Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Unit Shares and Warrants Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special Warrantholder, the Special Warrantholder will pay to the Corporation Company or the Special Warrant Agent on behalf of the CorporationCompany, all applicable transfer or stamp taxes or government or other similar charges and the Corporation Company will not be required to issue or deliver certificates evidencing Units unless or until such Special Warrantholder has paid to the CorporationCompany, or the Special Warrant Agent on behalf of the CorporationCompany, the amount of such tax or charge or will have established to the satisfaction of the Corporation Company that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his his, her or her its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the ownerBeneficial Owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only SystemSystem including CDS, including CDSXwhich Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants: (i) is not a U.S. Purchaser; or (ii)(A) is not in the United States, (B) is not a U.S. Person and is not exercising such Special Warrants on behalf of a U.S. Person or a person in the United States, and (C) did not execute or deliver the notice of the owner’s intention to exercise such Special Warrants in the United States. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followed. (d) By causing a Participant to deliver notice to the Depository, a Special Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his his, her or her its Special Warrants so exercised and appointed such Participant to act as his his, her or her its exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Special WarrantholderBeneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Corporation Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Corporation Company has appointed the principal offices of the Special Warrant Agent in Vancouver, British Columbia Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Corporation Company may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) Any If the exercise form set forth in the Special Warrant with respect Certificate shall have been amended, the Company shall cause the amended exercise form to which be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation is not received by the Special Warrant Agent before on a date that is earlier than the Expiry Time, then at the Expiry Time shall be deemed to have expired and become void and all rights with respect to such the Special Warrants shall terminate and will be cancelledautomatically exercised into Units pursuant to Section 3.7 herein.

Method of Exercise of Special Warrants. (a1) The holder Subject always to the provisions of this Article 3 and compliance by both the Company and the Holder with applicable law, the Holder of any Special Warrant Certificates may exercise the right thereby conferred on such holder him to acquire Units either one Common Share and one-half of one Warrant, or 1.1 Common Shares and one-half of one Warrant (as evidenced by such set out in subsection 2.2(1), and subject to adjustment pursuant to Article 4) in respect of each Special Warrant Certificateheld without further payment (except as may be required by subsection 3.2(2)) by surrendering to the Special Trustee at the Warrant Agent at Agency the Special Warrant AgencyCertificate(s) held by him, after together with the Effective Date and prior to the Expiry Time, exercise form forming part of the Special Warrant Certificate with a (the “Exercise Form”) duly completed and executed exercise formby the Holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Trustee, acting reasonably. A Other than as set out in subsection 3.2(3), a Special Warrant Certificate with the duly completed and executed exercise form referred to in this subsection 3.1(a) will Exercise Form shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Special Warrant Agent Trustee at the Special Warrant Agency. (b2) Any exercise form referred to The Exercise Form shall be executed as set out in subsection 3.1(a3.2(1) will be signed by the Special Warrantholder and will shall specify: (ia) the number of Units Common Shares and Warrants which the holder Holder wishes to acquire (being not more than the that number of Units which the holder he is entitled to acquire pursuant to the Special Warrant Certificate(s) so surrendered);; and (iib) the person or persons in whose name or names the Unit such Common Shares and the Warrants to be acquired upon exercise of the Special Warrants are to be issued; (iii, the address(es) the address or addresses of such person or persons; and (ivperson(s) and the number of Unit Common Shares and Warrants to be issued to each such person if more than one person is so specified. If any of the Units Common Shares and Warrants subscribed for are to be issued to a person or persons person(s) other than the Special WarrantholderHolder, the Special Warrantholder will pay signature set out in the Exercise Form shall be guaranteed by a Schedule 1 Canadian chartered bank, a Canadian trust company, medallion guaranteed by a recognized medallion signature guarantee program or in any other manner satisfactory to the Corporation Trustee, and the Holder shall pay or cause to be paid to the Company or the Special Warrant Agent on behalf of the Corporation, Trustee all applicable transfer or stamp taxes or government or other charges similar taxes, if any, and the Corporation will Company shall not be required to issue or deliver certificates evidencing Units the said Common Shares and Warrants unless or until such Special Warrantholder has Holder shall have paid to the Corporation, Company or the Special Warrant Agent Trustee on behalf of the Corporation, Company the amount of such tax or charge or will shall have established to the satisfaction of the Corporation Company that such tax or charge has been paid or that no tax is due. (c3) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by In the event that a security entitlement in respect of Holder has not exercised his Special Warrants in accordance with the Book-Entry Only System who desires to exercise his or her provisions hereof, all Special Warrants must do so then held by causing a Participant such Holder shall be deemed to deliver to be exercised and surrendered by such Holder without further action on the Depository on behalf of Holder’s part into Common Shares and Warrants at the entitlement holder, notice of the owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System, including CDSXExpiry Time. (d4) By causing a Participant Notwithstanding any other provision of this Indenture, the Trustee, upon the direction of the Company, may use the book-based system of CDS Clearing and Depository Services Inc. in order to deliver notice to evidence the DepositoryUnderlying Securities issued in accordance herewith, a Special Warrantholder in which case the appropriate modifications shall be deemed to have irrevocably surrendered his or her Special Warrants so exercised and appointed such Participant to act as his or her exclusive settlement agent with respect been made to the exercise and the receipt terms of Units this Indenture in connection order to permit compliance with the obligations arising from operating procedures of such exercisebook–based system. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Special Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal offices of the Special Warrant Agent in Vancouver, British Columbia as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Corporation may, with the approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) Any Special Warrant with respect to which a Confirmation is not received by the Special Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Special Warrants shall terminate and be cancelled.

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agency, after the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise formform attached as Appendix 1 to the Special Warrant Certificate (attached hereto as Schedule “A”). A Special Warrant Certificate with the duly completed and executed exercise form referred to in this subsection Section 3.1(a) will be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Special Warrant Agent at the Special Warrant Agency. (b) Any exercise form referred to in subsection Section 3.1(a) will be signed by the Special Warrantholder and will specify: (i) the number of Units which the holder wishes to acquire (being not more than the number of Units which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names the Unit Shares and the Warrants Units to be acquired upon exercise of the Special Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Unit Shares and Warrants Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special Warrantholder, the Special Warrantholder will pay to the Corporation Company, or to the Special Warrant Agent on behalf of the CorporationCompany, all applicable transfer or stamp taxes or government or other charges similar charges, and the Corporation Company will not be required to issue or deliver certificates evidencing Units unless or until such Special Warrantholder has paid to the CorporationCompany, or to the Special Warrant Agent on behalf of the CorporationCompany, the amount of such tax taxes or charge charges, or will have established to the satisfaction of the Corporation Company that such tax taxes or charge has charges have been paid or that no tax is taxes or charges are due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his his, her or her its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to withdraw the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to from the Special Warrant Agent, including by electronic means through a Book-Entry Only System. Upon withdrawal of the Special Warrant, including CDSXan individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(a) and Section 3.1(b) shall be followed. (d) By causing a Participant to deliver notice to withdraw the Special Warrants from the Depository, a Special Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his or her Special Warrants so exercised and appointed such Participant to act as his his, her or her its exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository Special Warrant Agent determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect effect, and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Special WarrantholderBeneficial Owner’s instructions instructions, will not give rise to any obligations or liability on the part of the Corporation Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants Warrants, and in compliance with such other terms and conditions hereof as may be required, the Corporation Company has appointed the principal offices of the Special Warrant Agent in Vancouver, British Columbia Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised exercised, and the Special Warrant Agent has accepted such appointment. The Corporation Company may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) Any If the exercise form set forth in the Special Warrant with respect Certificate shall have been amended, the Company shall cause the amended exercise form to which a Confirmation be forwarded to all Special Warrantholders. (h) Exercise forms must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any exercise forms received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If an exercise form is not received by the Special Warrant Agent before on a date that is earlier than the Expiry Time, then at the Expiry Time shall be deemed to have expired and become void and all rights with respect to such the Special Warrants shall terminate and will be cancelledautomatically exercised into Units pursuant to Section 3.7 herein.

Method of Exercise of Special Warrants. (a) a. The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced Common Shares and Purchase Warrants by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agencysurrendering, after the Effective Date and prior to the Expiry TimeTime of Expiry, to the Special Warrant Agency the Warrant Certificate with a duly completed and executed exercise form. A Special Warrant Certificate with the duly completed and executed exercise form referred to in this subsection 3.1(a) will 3.2.a shall be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by at, in each case, the Special Warrant Agent at the Special Warrant Agency. (b) b. Any exercise form referred to in subsection 3.1(a) will shall be signed by the Special Warrantholder or by the duly appointed legal representative thereof or a duly authorized attorney, with evidence of authority of any such legal representative or attorney attached thereto, and, if required by the exercise form, with such signature properly guaranteed, and will shall specify: (i) i. the equal number of Units Common Shares and Purchase Warrants which the holder wishes to acquire (being not more than the number of Units those which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) . the person or persons in whose name or names the Unit such Common Shares and the Warrants to be acquired upon exercise of the Special Purchase Warrants are to be issuedissued with respective Social Insurance Numbers; (iii) . the address or addresses of such person or personsperson(s); and (iv) . the number of Unit Common Shares and Purchase Warrants to be issued to each such person if more than one person is so specified. If any of the Units Common Shares and Purchase Warrants subscribed for are to be issued to a person or persons other than the Special Warrantholder, each such person shall also complete and deliver, together with the Special exercise form signed by the Warrantholder, an exercise form in the form attached to the Warrant Certificate and the Warrantholder will shall pay to the Corporation or the Special Warrant Agent Agency on behalf of the Corporation, all applicable transfer or stamp similar taxes or government or other charges and the Corporation will shall not be required to issue or deliver certificates evidencing Units Common Shares and Purchase Warrants unless or until such Special Warrantholder has shall have paid to the Corporation, or the Special Warrant Agent Agency on behalf of the Corporation, the amount of such tax or charge or will shall have established to the satisfaction of the Corporation that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner c. In connection with the exercise of Special Warrants issued by any U.S. Person or person in uncertificated form evidenced by a security entitlement in respect of the United States that was not the original subscriber for the Special Warrants or transferee in the Book-Entry Only System who desires to exercise his or her Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such noticeaccordance with section 2.10.b, the Depository shall Corporation may, in its sole discretion, require that such Warrantholder deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System, including CDSX. (d) By causing a Participant to deliver notice to the Depository, a Special Warrantholder shall be deemed to have irrevocably surrendered his or her Special Warrants so exercised and appointed such Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Units in connection with such exercise an opinion of counsel addressed to the obligations arising Corporation and the Trustee in form and substance satisfactory to the Corporation, that no violation of the registration provisions of the U.S. Securities Act or the securities laws of any state would result from the exercise of the Special Warrants by such exerciseU.S. Person. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Special Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Special Warrant Agent to the Participant or the Beneficial Owner. (f) d. In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal offices of the Special Warrant Agent Trustee in Vancouver, British Columbia Calgary and Vancouver as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointmentexercised. The Corporation may, with the approval of the Special Warrant Agent, may from time to time designate alternate or additional places as the Special Warrant Agency and will shall give notice to the Special Warrant Agent Trustee of any change of the Special Warrant Agency. (g) Any Special Warrant with respect to which a Confirmation is not received by the Special Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Special Warrants shall terminate and be cancelled.

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right thereby conferred on such holder to acquire Units (as evidenced by purchase Underlying Securities without further payment for the Underlying Securities to which such Special Warrant Certificate) entitles the holder by surrendering at any time after the earlier of (i) the Qualifying Date (but after the Dividend Record Date) and (ii) the Qualifying Deadline, in either event until the Expiry Time to the Special Warrant Agent Issuer at the Special Warrant Agency, after the Effective Date and prior to the Expiry Timeits principal offices in Montreal, the Special Warrant Certificate Certificate, with a duly completed and executed exercise formsubscription form in substantially the same form as the specimen contained in Schedule 2.1(c) hereof. A Special Warrant Certificate with the duly completed and executed exercise form referred to in this subsection 3.1(a) will shall be deemed to be surrendered only duly upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Special Warrant Agent at the Special Warrant AgencyIssuer. (b) Any exercise subscription form referred to in subsection 3.1(a) will above shall be signed by the holder of the Special Warrantholder Warrant and will specify: (i) shall specify the number and type of Units Underlying Securities which the holder wishes desires to acquire (being not neither more nor different than the number of Units those which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) , subject to Section 2.6, the person Person or persons Persons in whose name or names the Unit Shares and the Warrants to be acquired upon exercise of the Special Warrants such Underlying Securities are to be issued; (iii) , the address or addresses of such person Person or persons; and (iv) Persons and the number of Unit Shares and Warrants Underlying Securities to be issued to each such person Person if more than one person is so specified. . (c) If any of the Units subscribed for Underlying Securities are to be issued to a person Person or persons Persons other than the Special Warrantholder, registered holder of the Special Warrantholder will pay Warrants thereof, such Special Warrant shall be accompanied by payment from the holder to the Corporation or the Special Warrant Agent on behalf Issuer of the Corporation, all applicable any transfer or stamp taxes tax or government or other charges and the Corporation will not be required to issue or deliver certificates evidencing Units unless or until such Special Warrantholder has paid to the Corporation, or the Special Warrant Agent on behalf of the Corporation, the amount of such tax or charge or will have established to the satisfaction of the Corporation that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his or her Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System, including CDSX. (d) By causing a Participant to deliver notice to the Depository, a Special Warrantholder shall be deemed to have irrevocably surrendered his or her Special Warrants so exercised and appointed such Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Special Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal offices payable by reason of the Special Warrant Agent in Vancouver, British Columbia as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Corporation may, with the approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) Any Special Warrant with respect to which a Confirmation is not received by the Special Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect issuance to such Special Warrants shall terminate and be cancelledPersons other than the registered holder.

Method of Exercise of Special Warrants. (a1) The holder Subject to Subsection 3.01(2) and to the Subscriber providing such assurances and executing such documents as may, in the reasonable opinion of the Corporation, be required to ensure compliance with Applicable Securities Laws, the Subscriber may, at any Special Warrant Certificates may time prior to the Automatic Exercise Time, exercise the right thereby conferred on such holder it to acquire Units (as evidenced by such Special Warrant Certificate) acquire, without further payment, Common Shares by surrendering to the Special Corporation at its mailing address appearing in Section 22 of the Subscription Agreement (as such address may from time to time be changed pursuant to Section 23 of the Subscription Agreement), or at any other place or places that may be agreed to in writing by the Corporation and the Subscriber, the Warrant Agent at Certificate evidencing the Special Warrant AgencyWarrants to be exercised, after the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise formnotice in the appropriate form set out in Exhibit II attached to this Schedule A (the “Exercise Notice”). A Special Warrant Certificate with the duly completed and executed exercise form referred to in this subsection 3.1(a) Exercise Notice will be deemed to be surrendered only upon personal actual delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by to the Special Warrant Agent at the Special Warrant Agency. (b) Corporation as set out in this Section 3.01. Any exercise form referred to in subsection 3.1(a) Exercise Notice will be signed by the Special Warrantholder Subscriber or by the Subscriber’s duly authorized attorney, executor or other legal representative and will specify: (i) specify the number of Units which Special Warrants that the holder wishes Subscriber desires to acquire exercise (being not more than the number of Units those which the holder he is entitled to acquire exercise pursuant to the Warrant Certificate surrendered). (2) Any outstanding Special Warrant Certificate(s) surrendered); (ii) that is not exercised prior to the person or persons in whose name or names Automatic Exercise Time for such Special Warrant will be automatically exercised at the Unit Automatic Exercise Time. A share certificate representing the Common Shares and issued upon the Warrants to be acquired upon automatic exercise of the Special Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Unit Shares and Warrants to will be issued to each such person if more than one person is so specified. If any of and delivered by the Units subscribed for are to be issued to a person or persons other than the Special Warrantholder, the Special Warrantholder will pay Corporation to the Corporation or Subscriber, subject to the Special Warrant Agent on behalf Subscriber providing such assurances and executing such documents as may, in the reasonable opinion of the Corporation, all applicable transfer or stamp taxes or government or other charges and be required to ensure compliance with Applicable Securities Laws. Within two business days of the date on which the Automatic Exercise Time occurs, the Corporation will not be required to issue or notify the Subscriber that the Special Warrants have been automatically exercised and will forthwith, as soon as reasonably practicable thereafter deliver certificates such certificate evidencing Units unless or until such Special Warrantholder has paid the Common Shares to the Corporation, or the Special Warrant Agent on behalf of the Corporation, the amount of such tax or charge or will have established to the satisfaction of the Corporation that such tax or charge has been paid or that no tax is dueSubscriber. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his or her Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System, including CDSX. (d) By causing a Participant to deliver notice to the Depository, a Special Warrantholder shall be deemed to have irrevocably surrendered his or her Special Warrants so exercised and appointed such Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Special Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal offices of the Special Warrant Agent in Vancouver, British Columbia as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Corporation may, with the approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) Any Special Warrant with respect to which a Confirmation is not received by the Special Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Special Warrants shall terminate and be cancelled.

Method of Exercise of Special Warrants. (a1) The holder Subject always to the provisions of this Article 3 and compliance by both the Company and the Holder with applicable law, the Holder of any Special Warrant Certificates may exercise the right thereby conferred on such holder him to acquire Units one Unit (as evidenced by such subject to adjustment pursuant to subsection or ) in respect of each Special Warrant Certificate) held without further payment (except as may be required by subsection by surrendering to the Special Trustee at the Warrant Agent at Agency the Special Warrant AgencyCertificate(s) held by him, after together with the Effective Date and prior to the Expiry Time, exercise form forming part of the Special Warrant Certificate with a (the "Exercise Form") duly completed and executed exercise formby the Holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Trustee, acting reasonably. A Special Warrant Certificate with the duly completed and executed exercise form referred to in this subsection 3.1(a) will Exercise Form shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Special Warrant Agent Trustee at the Special Warrant Agency. (b2) Any exercise form referred to The Exercise Form shall be executed as set out in subsection 3.1(a) will be signed by the Special Warrantholder and will shall specify: (ia) the number of Units which the holder Holder wishes to acquire (being not more than the that number of Units which the holder he is entitled to acquire pursuant to the Special Warrant Certificate(s) so surrendered);; and (iib) the person or persons in whose name or names the Unit Shares and the Warrants to be acquired upon exercise of the Special Warrants such Units are to be issued; (iii, the address(es) the address or addresses of such person or persons; and (ivperson(s) and the number of Unit Shares and Warrants Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons person(s) other than the Special WarrantholderHolder, the Special Warrantholder will pay signature set out in the Exercise Form shall be guaranteed by a Canadian chartered bank, a Canadian trust company, medallion guaranteed by a recognized medallion signature guarantee program or in any other manner satisfactory to the Corporation Trustee, and the Holder shall pay or cause to be paid to the Company or the Special Warrant Agent on behalf of the Corporation, Trustee all applicable transfer or stamp taxes or government or other charges similar taxes, if any, and the Corporation will Company shall not be required to issue or deliver certificates evidencing the said Units unless or until such Special Warrantholder has Holder shall have paid to the Corporation, Company or the Special Warrant Agent Trustee on behalf of the Corporation, Company the amount of such tax or charge or will shall have established to the satisfaction of the Corporation Company that such tax or charge has been paid or that no tax is due. (c3) A Beneficial Owner of Any Special Warrants issued not exercised at the Expiry Time in uncertificated form evidenced by accordance with the provisions hereof and, if a security entitlement Default has occurred, in respect of Special Warrants in the Book-Entry Only System who desires to exercise his or her Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt which an election form has been received by the Depository of such noticeTrustee in accordance with subsection hereof, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System, including CDSX. (d) By causing a Participant to deliver notice to the Depository, a Special Warrantholder shall be deemed to have irrevocably surrendered been exercised by such Holder without any further action on the Holder's part into Units immediately prior to the Expiry Time. In the event of such deemed exercise, the Holder need not surrender the certificate representing his or her Special Warrants so exercised and appointed such Participant to act as his or her exclusive settlement agent with respect to the exercise Trustee. (4) If the Release Conditions have been satisfied prior to the Release Deadline, the Company and GMP shall forthwith deliver an executed Release Certificate to the Trustee and if the Release Conditions have not been satisfied prior to the Release Deadline, the Company shall forthwith deliver a Default Notice to the Underwriters and the Trustee, all in accordance with subsection . Upon receipt by the Trustee of Units either of the notices referred to in connection this subsection , the Trustee shall forthwith give notice to the Holders as to whether the Release Conditions have been met in the manner set forth in section and, in the case of the non-satisfaction of the Release Conditions prior to the Release Deadline, in accordance with the obligations arising provisions of . (5) The certificates representing the Special Warrants and all certificates issued in exchange therefor or in substitution thereof prior to four months plus a day after their date of issuance shall bear the following legend: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [THE DATE WHICH IS FOUR MONTHS AND A DAY AFTER THE DATE OF ISSUANCE OF THE SPECIAL WARRANTS]." (6) The certificates representing any Common Shares and Warrants making up the Units issuable upon exercise of the Special Warrants, all certificates representing Common Shares issuable upon the exercise of the Warrants and all certificates issued in exchange therefor or in substitution thereof prior to four months plus a day after the date of issuance of the Special Warrants shall bear the following legends: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [THE DATE WHICH IS FOUR MONTHS PLUS A DAY AFTER THE DATE OF ISSUANCE OF THE SPECIAL WARRANTS]. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CAN NOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE."; provided that no such legends shall be placed on any such certificate issued to any Holder in any Qualifying Jurisdiction if a receipt is issued for the Prospectus by the Regulatory Authority in such Qualifying Jurisdiction prior to the date any such certificate is issued. (a) The Special Warrants and the Units issuable upon exercise of the Special Warrants have not been registered under the U.S. Securities Act and the Company has no current intention to effect such registration. Each Special Warrant Certificate originally issued to or for the account or benefit of a U.S. Person or a person in the United States, and each Special Warrant Certificate issued in exchange therefor or in substitution thereof shall bear the following legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."; provided that if the Special Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S at a time when the Company is a "foreign issuer" within the meaning of Regulation S at the time of transfer, any such legend may be removed by providing a declaration to the Trustee to the effect set forth in Schedule "C" to this Indenture (or as the Company may prescribe from time to time). (b) Upon the original issuance thereof, and until such exercisetime as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing Underlying Securities issuable upon exercise of the Special Warrants and Common Shares issuable upon the exercise of the Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall bear the legend set forth in paragraph (7)(a) above and the following additional legend: "DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE COMPANY IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE COMPANY'S REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."; provided that if Common Shares are being sold outside the United States in accordance with Rule 904 of Regulation S at a time when the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, any such legend may be removed by providing a declaration to the Company's registrar and transfer agent to the effect set forth in Schedule "C" hereto (or as the Company may prescribe from time to time); and provided, further, that, if any such Common Shares are being sold within the United States in accordance with the exemption from registration under the U.S. Securities Act provided by Rules 144 or 144A thereunder, the legend may be removed by delivery to the registrar and transfer agent for the Common Shares and the Company of an opinion of counsel of recognized standing in form satisfactory to the Company, acting reasonably, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (c) Any certificate representing Special Warrants issued to a transferee in a transfer outside the United States in accordance with Rule 904 of Regulation S shall bear the following legend: "THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED TO A U.S. PERSON OR A PERSON IN THE UNITED STATES. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE U.S. SECURITIES ACT." (d) If a Special Warrant Certificate bearing any legend set forth in subsection hereof is tendered for transfer, and the Holder thereof has not obtained the prior written consent of the Company, the Trustee shall not register such transfer unless the Holder thereof provides to the Trustee a declaration of the Holder or the Holder's representative or opinion of counsel of recognized standing, in each case in form satisfactory to the Company, acting reasonably, confirming in reasonable detail that such transfer is permitted under applicable securities laws. (e) Any exercise notice which If a Special Warrant Certificate not bearing any legend set forth in subsection hereof is tendered for transfer, the Depository determines Trustee shall not register such transfer if it has reason to be incompletebelieve that the transferee is a U.S. Person, not is in proper form the United States or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with is acquiring the Special Warrantholder’s instructions will not give rise to any obligations Warrants evidenced thereby for the account or liability on benefit of a U.S. Person or a person in the part of the Corporation or Special Warrant Agent to the Participant or the Beneficial OwnerUnited States. (f) In 8) If the principal transfer office of the Trustee in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Special Warrant Certificates or exercise of Special Warrants as contemplated by this Indenture, the Company and the Trustee shall arrange for another office in such city to act in connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal offices shall give notice of the Special Warrant Agent in Vancouver, British Columbia as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted change of such appointment. The Corporation may, with the approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice office to the Special Warrant Agent of any change of the Special Warrant AgencyHolders. (g) Any Special Warrant with respect to which a Confirmation is not received by the Special Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Special Warrants shall terminate and be cancelled.

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agencysurrendering, after the Effective Closing Date and prior to the Expiry TimeTime of Expiry, to the Special Warrant Agency the Warrant Certificate with a duly completed and executed exercise form. A Special Subject to section 3.6(b), a Warrant Certificate with the duly completed and executed exercise form referred to in this subsection 3.1(a) will shall be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by at, in each case, the Special Warrant Agent at the Special Warrant Agency. (b) Any exercise form referred to in subsection 3.1(a) will shall be signed by the Special Warrantholder Warrant Holder and will shall specify: (i) the number of Units which the holder wishes to acquire (being not more than the number of Units those which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names the Unit such Common Shares and the Warrants to be acquired upon exercise of the Special Purchase Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Unit Shares and Warrants Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special WarrantholderWarrant Holder, the Special Warrantholder will Warrant Holder shall pay to the Corporation Corporation, or the Special Warrant Agent Agency, on behalf of the Corporation, all applicable transfer or stamp similar taxes or government or other charges and the Corporation will shall not be required to issue or deliver certificates evidencing Units Common Shares or Purchase Warrants unless or until such Special Warrantholder has Warrant Holder shall have paid to the Corporation, or the Special Warrant Agent Agency on behalf of the Corporation, the amount of such tax or charge or will shall have established to the satisfaction of the Corporation that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his or her Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “Confirmation”) in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System, including CDSX. (d) By causing a Participant to deliver notice to the Depository, a Special Warrantholder shall be deemed to have irrevocably surrendered his or her Special Warrants so exercised and appointed such Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Special Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal offices of the Special Warrant Agent in Vancouver, British Columbia Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointmentexercised. The Corporation may, with the approval of the Special Warrant Agent, may from time to time designate alternate or additional places as the Special Warrant Agency and will shall give notice to the Special Warrant Agent Trustee of any change of the Special Warrant Agency. (g) Any Special Warrant with respect to which a Confirmation is not received by the Special Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Special Warrants shall terminate and be cancelled.

Method of Exercise of Special Warrants. (a) The holder of any Special Warrant Certificates may exercise the right conferred on such holder to acquire Units (as evidenced by such Special Warrant Certificate) by surrendering to the Special Warrant Agent at the Special Warrant Agency, after the Effective Date and prior to the Expiry Time, the Special Warrant Certificate with a duly completed and executed exercise formform attached as Appendix 1 to the Special Warrant Certificate (attached hereto as Schedule A). A Special Warrant Certificate with the duly completed and executed exercise form referred to in this subsection Section 3.1(a) will be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Special Warrant Agent at the Special Warrant Agency. (b) Any exercise form referred to in subsection Section 3.1(a) will be signed by the Special Warrantholder and will specify: (i) the number of Units which the holder wishes to acquire (being not more than the number of Units which the holder is entitled to acquire pursuant to the Special Warrant Certificate(s) surrendered); (ii) the person or persons in whose name or names the Unit Shares and the Warrants Units to be acquired upon exercise of the Special Warrants are to be issued; (iii) the address or addresses of such person or persons; and (iv) the number of Unit Shares and Warrants Units to be issued to each such person if more than one person is so specified. If any of the Units subscribed for are to be issued to a person or persons other than the Special Warrantholder, the Special Warrantholder will pay to the Corporation Company or the Special Warrant Agent on behalf of the CorporationCompany, all applicable transfer or stamp taxes or government or other similar charges and the Corporation Company will not be required to issue or deliver certificates evidencing Units Unit Shares and Unit Warrants unless or until such Special Warrantholder has paid to the CorporationCompany, or the Special Warrant Agent on behalf of the CorporationCompany, the amount of such tax or charge or will have established to the satisfaction of the Corporation Company that such tax or charge has been paid or that no tax is due. (c) A Beneficial Owner of Special Warrants issued in uncertificated form evidenced by a security entitlement in respect of Special Warrants in the Book-Entry Only System who desires to exercise his his, her or her its Special Warrants must do so by causing a Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s 's intention to exercise Special Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver to the Special Warrant Agent confirmation of its intention to exercise Special Warrants (a “"Confirmation”") in a manner acceptable to the Special Warrant Agent, including by electronic means through a Book-Entry Only System, including CDSXwhich Confirmation shall constitute a representation to both the Company and the Special Warrant Agent that the Beneficial Owner at the time of exercise of such Special Warrants is not a U.S. Special Warrantholder. If the Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Special Warrants, then such Special Warrants shall be withdrawn from the Book-Entry Only System by the CDS Participant and an individually registered Special Warrant Certificate shall be issued by the Special Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Sections 3.1(a) and (b) shall be followed. (d) By causing a Participant to deliver notice to the Depository, a Special Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his his, her or her its Special Warrants so exercised and appointed such Participant to act as his his, her or her its exclusive settlement agent with respect to the exercise and the receipt of Unit Shares and Unit Warrants forming the Units in connection with the obligations arising from such exercise. (e) Any exercise notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Special Warrantholder’s Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Corporation Company or Special Warrant Agent to the Participant or the Beneficial Owner. (f) In connection with the exchange of Special Warrant Certificates and the exercise of Special Warrants and in compliance with such other terms and conditions hereof as may be required, the Corporation Company has appointed the principal offices of the Special Warrant Agent in Vancouver, British Columbia Agency as the agency at which Special Warrant Certificates may be surrendered for exchange or transfer or at which Special Warrants may be exercised and the Special Warrant Agent has accepted such appointment. The Corporation Company may, with the prior approval of the Special Warrant Agent, from time to time designate alternate or additional places as the Special Warrant Agency and will give notice to the Special Warrant Agent of any change of the Special Warrant Agency. (g) Any If the exercise form set forth in the Special Warrant with respect Certificate shall have been amended, the Company shall cause the amended exercise form to which be forwarded to all Special Warrantholders. (h) Exercise forms and Confirmations must be delivered to the Special Warrant Agent at any time during the Special Warrant Agent's actual business hours on any Business Day prior to the Expiry Time. Any exercise forms or Confirmations received by the Special Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. (i) If a Confirmation is not received by the Special Agent Warrant Agent before on a date that is earlier than the Expiry Time, then at the Expiry Time shall be deemed to have expired and become void and all rights with respect to such the Special Warrants shall terminate and will be cancelledautomatically exercised for Units pursuant to Section 3.7 herein.