CENOVUS ENERGY INC. and COMPUTERSHARE TRUST COMPANY OF CANADA WARRANT INDENTURE

EXHIBIT 99.1

Execution Version

Article 1 Interpretation		2
1.1	Definitions	2
1.2	Gender, Number, etc.	7
1.3	Interpretation not Affected by Headings, etc.	7
1.4	Day not a Business Day	7
1.5	Time of the Essence	7
1.6	Applicable Law	7
1.7	Monetary References	7
1.8	Language	7
1.9	Severability	7
1.10	Conflicts	8
Article 2 Issue of Warrants		8
2.1	Creation, Issue and Terms of Warrants	8
2.2	Registered Warrantholder not a Shareholder	8
2.3	Warrants to Rank pari passu	8
2.4	Form of Warrants, Certificated Warrants	8
2.5	Book Based Warrants	9
2.6	Warrant Certificates	11
2.7	Legends	12
2.8	Register of Warrants	13
2.9	Issue in Substitution for Warrant Certificates Lost, etc.	14
2.10	Exchange of Warrant Certificates	14
2.11	Transfer and Ownership of Warrants	14
2.12	Charges for Exchange and Transfer	15
2.13	Transferee Entitled to Registration	15
2.14	Cancellation of Surrendered Warrants	15
Article 3 Exercise of Warrants		16
3.1	Right and Method of Exercise of Warrants	16
3.2	Effect of Exercise of Warrants	17
3.3	Partial Exercise of Warrants; Fractions	18
3.4	Transfer Fees and Taxes	18
3.5	Warrant Agency	19
3.6	Expiration of Warrants	19
3.7	Cancellation of Surrendered Warrants	19
3.8	Accounting and Recording	19
3.9	Common Share Certificates	20
3.10	No Effective Registration Statement	20
3.11	U.S. Securities Law Matters	20
Article 4 Adjustment of Number of Common Shares		21
4.1	Adjustment of Number of Common Shares and Exercise Price	21
4.2	Entitlement to Common Shares on Exercise of Warrant	25
4.3	No Adjustment for Certain Transactions	25
4.4	Determination by Independent Firm	25

4.5	Proceedings Prior to any Action Requiring Adjustment	25
4.6	Certificate of Adjustment	25
4.7	Notice of Special Matters	26
4.8	No Action after Notice	26
4.9	Protection of Warrant Agent	26
4.10	Other Adjustments	27
4.11	Participation by Registered Warrantholder	27
Article 5 Rights and Covenants of the Corporation		27
5.1	Optional Purchases by the Corporation	27
5.2	General Covenants	27
5.3	Remuneration and Expenses of Warrant Agent	28
5.4	Performance of Covenants by Warrant Agent	28
5.5	Enforceability of Warrants	29
Article 6 Enforcement		29
6.1	Suits by Registered Warrantholders	29
6.2	Suits by the Corporation	30
6.3	Limitation of Liability	30
6.4	Waiver of Default	30
Article 7 Meetings of Registered Warrantholders		31
7.1	Right to Convene Meetings	31
7.2	Notice	31
7.3	Chair	31
7.4	Quorum	31
7.5	Power to Adjourn	32
7.6	Show of Hands; Other Means of Voting	32
7.7	Poll and Voting	32
7.8	Regulations	33
7.9	Corporation and Warrant Agent May be Represented	33
7.10	Powers Exercisable by Extraordinary Resolution	34
7.11	Meaning of Extraordinary Resolution	34
7.12	Powers Cumulative	35
7.13	Minutes	35
7.14	Instruments in Writing	35
7.15	Binding Effect of Resolutions	36
7.16	Holdings by Corporation Disregarded	36
Article 8 Supplemental Indentures		36
8.1	Provision for Supplemental Indentures for Certain Purposes	36
8.2	Successor Entities	37
Article 9 Concerning The Warrant Agent		37
9.1	Trust Indenture Legislation	37
9.2	Rights and Duties of Warrant Agent	37
9.3	Evidence, Experts and Advisers	38
9.4	Documents, Monies, etc. Held by Warrant Agent	39
9.5	Actions by Warrant Agent to Protect Interest	39
9.6	Warrant Agent Not Required to Give Security	39

9.7	Protection of Warrant Agent	39
9.8	Replacement of Warrant Agent; Successor by Merger	40
9.9	Conflict of Interest	41
9.10	Acceptance of Agency	41
9.11	Warrant Agent Not to be Appointed Receiver	41
9.12	Knowledge of Warrant Agent	41
9.13	Indemnification of Warrant Agent	41
9.14	Anti-Money Laundering	42
9.15	Warrant Agent Not Required to Give Notice of Default	42
9.16	Right of Warrant Agent Not to Act	42
9.17	Compliance with Privacy Code	43
9.18	U.S. Securities Matters	43
Article 10 General		43
10.1	Notice to the Corporation and the Warrant Agent	43
10.2	Notice to Registered Warrantholders	44
10.3	Evidence of Ownership	45
10.4	Counterparts	45
10.5	Satisfaction and Discharge of Indenture	45
10.6	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders	46
10.7	Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided	46
10.8	Force Majeure	46
10.9	Successors	46

A.	The Corporation intends to complete a transaction pursuant to a plan of arrangement (the "Plan of Arrangement") implemented under section 193 of the Business Corporation Act (Alberta), RSA 2000, c B-9, as approved by an order of the Court of Queen's Bench of Alberta on December 16, 2020.

B.	In connection with the Arrangement (as defined herein) and pursuant to the Plan of Arrangement, the Corporation shall cause Warrants to be issued and distributed to Husky Common Shareholders (as defined in the Plan of Arrangement).

C.	Each Warrant issued pursuant to the Plan of Arrangement shall, subject to adjustment in certain circumstances, entitle the holder thereof to acquire one (1) Common Share at the price and upon the terms and conditions herein set forth.

D.	All acts and deeds necessary have been done and performed to create the Warrants, when issued as provided in this Indenture, as legal, valid and binding obligations of the Corporation with the benefits and subject to the terms of this Indenture.

1.1	Definitions

(a)

are declared and paid in the ordinary course of business; and

1.3	Interpretation not Affected by Headings, etc.

1.4	Day not a Business Day

1.5	Time of the Essence

1.6	Applicable Law

1.7	Monetary References

1.8

Language

1.9	Severability

2.1	Creation, Issue and Terms of Warrants

(a)

A maximum number of 66,697,799 Warrants which are to be issued pursuant to the Arrangement are hereby created and authorized to be issued in accordance with the terms and subject to the conditions hereof. Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Article 4, each whole Warrant entitles the holder thereof, upon exercise at any time after the Issue Date and ending at the Time of Expiry, to acquire one (1) Common Share upon payment of the Exercise Price.

(b)

No fractional Warrants shall be issued or otherwise provided for hereunder. All fractional Warrants that would otherwise be issuable shall be rounded down to the next whole number of Warrants and no consideration will be paid in lieu of fractional Warrants.

(c)

The number of Common Shares which may be acquired pursuant to the exercise of Warrants and the Exercise Price payable therefor shall be adjusted in the events and in the manner specified in Article 4.

(d)

Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

2.2	Registered Warrantholder not a Shareholder

2.3	Warrants to Rank pari passu

2.4	Form of Warrants, Certificated Warrants

(a)

Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Depository’s book based registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, from time to time. Except as provided in this Section 2.5, owners of beneficial interests in any CDS Global Warrants or DTC Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.8. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.7 and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures.

(b)

Notwithstanding any other provision in this Indenture, no CDS Global Warrants or DTC Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants or DTC Global Warrants in whole or in part may be registered, in the name of any person other than CDS (for such CDS Global Warrants), DTC (for such DTC Global Warrants), or a nominee thereof unless:

(i)

CDS or DTC notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Based Warrants and the Corporation is unable to locate a qualified successor;

(ii)

the Corporation determines that CDS or DTC, as applicable, is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants or the DTC Global Warrants, as applicable, and the Corporation is unable to locate a qualified successor;

(iii)

CDS or DTC ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(iv)

the Corporation determines that the Warrants shall no longer be held as Book Based Warrants through CDS and/or DTC;

(v)

such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's Counsel; or

(vi)

such registration is effected in accordance with the internal procedures of the Depository and the Internal Procedures,

(c)

Subject to the provisions of this Section 2.5, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants and any exchange of DTC Global Warrants for Warrants which are not DTC Global Warrants, may be made in whole or in part in accordance with the provisions of Section 2.10. All such Warrants issued in exchange for CDS Global Warrants or DTC Global Warrants or any portion thereof shall be registered in

(d)

Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant, whether pursuant to this Section 2.5, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than CDS for such CDS Global Warrant or a nominee thereof. Every Warrant that is Authenticated upon registration or transfer of a DTC Global Warrant, or in exchange for or in lieu of a DTC Global Warrant, whether pursuant to this Section 2.5, or otherwise, shall be Authenticated in the form of, and shall be, a DTC Global Warrant, unless such Warrant is registered in the name of a person other than DTC for such DTC Global Warrant or a nominee thereof.

(e)

Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrants and the DTC Global Warrants will be issued as Uncertificated Warrants, unless otherwise requested in writing by the Depository or the Corporation.

(f)

The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Depository’s book based registration system shall be limited to those established by Applicable Legislation and agreements between the Depository and the Book Based Participants and between such Book Based Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Depository’s book based registration system, and such rights must be exercised through a Book Based Participant in accordance with the rules and procedures of the Depository.

(g)

Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(i)

the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the Depository’s book based registration system (other than the Depository or its nominee);

(ii)

maintaining, supervising or reviewing any records of the Depository or any Book Based Participant relating to any such interest; or

(iii)

any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Based Participant.

(h)

The Corporation may terminate the application of this Section 2.5 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.

(a)

Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any one duly authorized signatory of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has one signature as hereinbefore provided shall be valid notwithstanding that the person whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(b)

The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its applicable Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation.

(c)

Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

(d)

No Warrant shall be issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

(e)

No Certificated Warrant shall be considered issued and shall not be obligatory nor shall it entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

(f)

No Uncertificated Warrant shall be considered issued and shall not be obligatory nor shall it entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by

(g)

The Authentication by the Warrant Agent of any Warrants whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Warrant Agent as to the validity of the Indenture or such Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or the proceeds thereof.

2.7

Legends

(a)

Notwithstanding anything herein contained, Common Shares will only be issued pursuant to the exercise of any Warrant in compliance with Applicable Legislation of any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Common Shares the certificates representing the issued Common Shares will bear such legends as may, in the opinion of Counsel to the Corporation, be necessary in order to avoid a violation of Applicable Legislation of such jurisdiction 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 Corporation, 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 Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legend.

(b)

Each CDS Global Warrant originally issued in Canada and held by CDS, and each Certificated Warrant that is a CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

(a)

The Warrant Agent shall maintain records and accounts concerning the Warrants, whether Certificated Warrants or Uncertificated Warrants, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by Applicable Legislation or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include:

(i)

the name and address of the holder of the Warrants, the date of Authentication thereof and the number of Warrants;

(ii)

whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

(iii)

whether such Warrant has been cancelled; and

(iv)

a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

(b)

Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser without knowledge of such error shall have any such obligation to the Corporation or to the Warrant Agent.

(a)

In the event that any Warrant Certificate shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to Applicable Legislation and subsection 2.9(b), shall issue and thereupon the Warrant Agent shall Authenticate and deliver, a new Warrant Certificate of like tenor and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(b)

The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.9 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent each in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond or security in amount and form satisfactory to the Corporation and the Warrant Agent, each in their discretion and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

2.10	Exchange of Warrant Certificates

(a)

Warrant Certificates representing Warrants to acquire any specified number of Common Shares may, upon compliance with the reasonable requirements of the Warrant Agent, be exchanged for another Warrant Certificate or Warrant Certificates entitling the holder thereto to acquire in the aggregate the same number of Common Shares as may be acquired under the Warrant Certificate or Warrant Certificates so exchanged. Upon compliance with the reasonable requirements of the Warrant Agent and the terms and conditions hereof, the Corporation will Authenticate, and the Warrant Agent will countersign, all Warrant Certificates necessary to carry out these exchanges.

(b)

Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate tendered for exchange shall be cancelled by the Warrant Agent.

2.11	Transfer and Ownership of Warrants

(a)

The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (i) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth as part of Schedule "A" and (ii) in the case of Book Based Warrants, in accordance with procedures prescribed by the Depository under the book based registration system, and (iii) upon compliance with:

(i)

the conditions herein;

(iii)

all Applicable Legislation;

(b)

Subject to the provisions of this Indenture and Applicable Legislation, the Registered Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

2.12	Charges for Exchange and Transfer

2.13	Transferee Entitled to Registration

2.14	Cancellation of Surrendered Warrants

3.1	Right and Method of Exercise of Warrants

(a)

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase such number of Common Shares as is equal to the Exchange Basis for each whole Warrant held after the Issue Date and prior to the Time of Expiry and in accordance with the conditions herein from the Warrant Agent at the Warrant Agency.

(b)

Registered Warrantholders of Warrant Certificates who wish to exercise their Warrants in order to acquire Common Shares must complete the exercise form (the "Exercise Form") attached to the Warrant Certificate(s), which form is attached hereto as Schedule "B" and may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Registered Warrantholders, and deliver such certificate(s), the executed Exercise Form and a certified cheque, bank draft, wire transfer or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Form and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the Warrant Agency.

(c)

A beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book based registration system who desires to exercise his or her Warrants must do so by causing a Book Based Participant to deliver to the Depository on behalf of the entitlement holder, notice of the beneficial owner's intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including the clearing and settlement system currently utilized by CDS or DTC and their respective participants.

(d)

Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Based Participant in a manner acceptable to it. A notice in form acceptable to the Book Based Participant and payment from such beneficial holder should be provided to the Book Based Participant sufficiently in advance so as to permit the Book Based Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book based registration system the Common Shares to which the exercising Registered Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Based Participant exercising the Warrants on its behalf.

(e)

By causing a Book Based Participant to deliver notice to the Depository, a beneficial owner of Warrants shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Based Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Common Shares in connection with the obligations arising from such exercise.

(f)

Any 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 Book Based Participant to exercise or to give effect to the settlement thereof in accordance with the beneficial owner’s or the Registered Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Based Participant or the Registered Warrantholder.

(g)

Any exercise form or the Exercise Form referred to in this Section 3.1 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such exercise form need not be executed by the Depository.

(h)

Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Common Shares to be acquired pursuant to such exercise must be paid at the time of exercise and such Exercise Price, Certificated Warrant and original Exercise Form executed by the Registered Warrantholder or the Confirmation, as applicable, from the Depository must be received by the Warrant Agent prior to the Time of Expiry.

(i)

Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Registered Warrantholder, as applicable.

(j)

If the form of Exercise Form set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Form to be forwarded to all Registered Warrantholders.

(k)

Exercise Forms and Confirmations must be delivered to the Warrant Agent at any time during the actual business hours of the Warrant Agent on any Business Day prior to the Time of Expiry. Any Exercise Form or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day. Any Exercise Form or Confirmations received by the Warrant Agent after the Time of Expiry will be void.

(l)

Any Warrant with respect to which an Exercise Form or a Confirmation and payment of the Exercise Price is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and of no further force and effect and all rights with respect to such Warrants shall terminate and be cancelled.

3.2	Effect of Exercise of Warrants

(a)

Upon compliance by the holder of any Warrant Certificate with the provisions of Section 3.1, and subject to Section 3.3 and Section 3.11, the Common Shares subscribed for shall be deemed to have been issued as fully paid and non-assessable common shares in the capital of the Corporation and the person or persons to whom such Common Shares are to be issued shall be deemed to have become the holder or holders of record of such Common

(b)

Within five Business Days after the Exercise Date of a Warrant as set forth above, the Warrant Agent shall cause to be delivered to the person or persons in whose name or names the Common Shares so subscribed for have been issued, as specified in the Exercise Form or Confirmation, as applicable completed in connection with the exercise of the Warrants, in accordance with the instructions specified in such Exercise Form or Confirmation, as applicable or, if so specified in such Exercise Form or Confirmation, as applicable, cause to be delivered to such person or persons at the Warrant Agency where the Warrants were surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for or any other appropriate evidence of the issuance of Common Shares to such person or persons in respect of Common Shares issued under the book entry registration system, including a Direct Registration Advice.

3.3	Partial Exercise of Warrants; Fractions

(a)

The holder of any Warrants may acquire a number of Common Shares less than the number which the holder is entitled to acquire pursuant to the surrendered Warrants. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of the Warrants upon exercise thereof shall, in addition, be entitled to receive without charge therefor, a new Warrant Certificate(s), if applicable, in respect of the balance of the Warrants which such holder was entitled to exercise pursuant to the surrendered Warrants and which were not then exercised.

(b)

Notwithstanding anything herein contained, including any adjustment provided for in Article 4, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares. Any fractional Common Shares shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any new Warrant Certificate or other compensation in respect of any fractional Common Shares which are not issued.

3.4	Transfer Fees and Taxes

3.5	Warrant Agency

3.6	Expiration of Warrants

3.7	Cancellation of Surrendered Warrants

3.8	Accounting and Recording

(a)

The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Common Shares through the exercise of Warrants. Any monies, securities or other instruments, from time to time received by the Warrant Agent pursuant to the exercise of Warrants shall be received in trust for and shall be segregated and kept apart by the Warrant Agent in trust for the Corporation.

(b)

The Warrant Agent shall record the particulars of Warrants exercised which shall include the names and addresses of the persons who become Shareholders on exercise and the Exercise

3.9	Common Share Certificates

3.10	No Effective Registration Statement

3.11	U.S. Securities Law Matters

(a)

In connection with any exercise of Warrants, if it is required by law, the Corporation shall cause to be delivered to any person in whose name the Common Shares issuable upon exercise of the Warrants are to be issued a prospectus that complies with the U.S. Securities Act and that is a part of a Registration Statement. Not later than the date of this Indenture, the Corporation has filed with securities regulatory authorities in each of the provinces and territories of Canada and the SEC a prospectus supplement to the prospectus included in its Registration Statement. The Corporation will use its best efforts to maintain a Registration Statement effective until the earlier of the Time of Expiry or such time as no Warrants remain outstanding (provided, however, that nothing shall prevent the Corporation’s amalgamation, arrangement, merger or sale, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the Warrants are still outstanding and represent a right to acquire securities of the acquiring company, the acquiring company shall assume the Corporation’s obligations under this Indenture). All expenses incidental to the Corporation’s performance of or compliance with the foregoing provisions will be borne by the Corporation, including, without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with applicable U.S. Securities Laws and state securities laws; and (iii) all fees and disbursements of Counsel for the Corporation, independent professional accountants of the Corporation and experts retained by the Corporation whose consent is required to be provided with respect to any Registration Statement.

(b)

Notwithstanding any provision of this Indenture to the contrary, unless a Registration Statement shall be effective under the U.S. Securities Act and any prospectus supplement necessary thereto shall have been filed with the SEC and state securities laws are preempted, any Warrants held by U.S. Warrantholders may only be exercised by persons who establish to the reasonable satisfaction of the Corporation and the Warrant Agent (which may include providing an opinion of Counsel) that the issuance of the Common Shares pursuant to the exercise of the Warrants can be completed pursuant to and in accordance with an exemption or exclusion from the registration requirements of the U.S. Securities Act and all applicable state securities laws.

(c)

If any person shall fail to establish to the satisfaction of the Corporation or Warrant Agent the conditions described in subsection (b) above, the holder of the applicable Warrant shall be notified by the Warrant Agent within two Business Days that the evidence provided has been deemed insufficient to permit the exercise of such Warrant and provide a description of the nature of such deficiency. In the case where the Corporation is not satisfied with the provided evidence, it shall furnish to the Warrant Agent either (i) the form of proper notice to be delivered to establish the required evidence or (ii) a description of the deficiency. Until such time as the Corporation or Warrant Agent, as the case may be, acting reasonably, is satisfied with the evidence provided, the holder of the Warrant shall not be permitted to exercise the Warrant.

(d)

The Corporation will notify the Warrant Agent when a Registration Statement becomes effective under the U.S. Securities Act and, except in the case of a Registration Statement becoming effective on or prior to the date of this Indenture, the Warrant Agent will notify the registered holder of Warrants as required. Thereafter, the Warrant Agent may assume that a Registration Statement remains effective until otherwise notified in writing by the Corporation that such Registration Statement is no longer effective. The Corporation shall at all times while the Warrants are outstanding be obligated to provide prompt notice to the Warrant Agent should a Registration Statement not be effective.

4.1	Adjustment of Number of Common Shares and Exercise Price

(a)

If and whenever at any time during the Adjustment Period, the Corporation shall:

(i)

subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares,

(ii)

reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares, or

(iii)

issue Common Shares or securities exchangeable for, or convertible into, Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares pursuant to the exercise of the option to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares, if applicable),

(b)

If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of any convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights, options or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. Upon any adjustment or readjustment of the Exercise Price pursuant to subsection 4.1(b), the Exchange Basis will be contemporaneously adjusted by multiplying the Exchange Basis immediately prior to such adjustment or readjustment by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment or readjustment and the denominator shall be the Exercise Price resulting from such adjustment or readjustment. Such adjustment to the Exchange Basis will be made successively whenever such a record date is fixed.

(c)

If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person

(d)

If and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a "Capital Reorganization"), any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, or of the parent entity of such resulting entity, or of such entity to which such sale or conveyance has been made, as the case may be, that such Registered Warrantholder would have been entitled to receive on such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon exercise of the Warrants. If determined appropriate by the Warrant Agent relying on advice of Counsel, to give effect to or to evidence the provisions of this subsection 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case

(e)

In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder's right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this subsection 4.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b).

(f)

Subject to the approval of the TSX or NYSE, if applicable, in any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be.

(g)

The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section 4.1, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this subsection 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(h)

After any adjustment pursuant to this Section 4.1, the term "Common Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of such holder's Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

4.2	Entitlement to Common Shares on Exercise of Warrant

4.3	No Adjustment for Certain Transactions

4.4	Determination by Independent Firm

4.5	Proceedings Prior to any Action Requiring Adjustment

4.6	Certificate of Adjustment

4.7	Notice of Special Matters

4.8	No Action after Notice

4.9	Protection of Warrant Agent

(a)

shall be entitled to act and rely on any adjustment calculation of the Corporation or the Corporation's Auditors;

(b)

shall not at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(c)

shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

(d)

shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article 4; and

(e)

shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained.

4.11	Participation by Registered Warrantholder

5.1	Optional Purchases by the Corporation

5.2	General Covenants

(a)

the Warrants, when issued and Authenticated as provided in this Indenture, will be valid and binding obligations enforceable against it in accordance with and subject to the provisions of this Indenture;

(b)

it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;

(c)

it will cause the Common Shares and the certificates representing the Common Shares, if applicable, from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof;

(d)

all Common Shares which shall be issued upon exercise of the Warrants shall be fully paid and non-assessable common shares in the capital of the Corporation, free and clear of all encumbrances;

(f)

it will make all requisite filings under Applicable Legislation, including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer;

(g)

the Corporation will do, or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided however that (subject to Article 4 and Section 8.2) nothing will prevent the amalgamation, arrangement, consolidation, merger or sale of, or other business combination involving, the Corporation;

(h)

it will perform and carry out all of the acts or things to be done by it as provided in this Indenture;

(i)

it will execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Warrant Agent may reasonably require for the better accomplishing and effecting the intentions and provisions of this Indenture; and

(j)

it will promptly notify the Warrant Agent and the Registered Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence.

5.3	Remuneration and Expenses of Warrant Agent

5.4	Performance of Covenants by Warrant Agent

5.5	Enforceability of Warrants

6.1	Suits by Registered Warrantholders

(a)

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of the Warrant Certificates or of this Indenture, or of both, may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

(b)

All rights of action under this Indenture may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof on any trial or other proceedings relative thereto.

(c)

The Warrant Agent shall be entitled and empowered, either in its own name or as Warrant Agent of an express trust, or as attorney-in-fact for the Registered Warrantholders, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claim of the Warrant Agent and the Registered Warrantholders allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Corporation or its creditors or relative to or affecting its property. The Warrant Agent is hereby irrevocably appointed (and the successive respective Registered Warrantholders by taking and holding the same shall be conclusively deemed to have so appointed the Warrant Agent) the true and lawful attorney-in-fact of the respective Registered Warrantholders or on behalf of the Registered Warrantholders as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the Registered Warrantholders themselves if and to the extent permitted hereunder, for any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of the Registered Warrantholders, as may be necessary or advisable in the opinion of the Warrant Agent, in order to have the respective claims of the Warrant Agent and of the Registered Warrantholders against the Corporation or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided, however, that nothing contained in this Indenture shall be deemed to give the Warrant Agent, unless so authorized by extraordinary resolution (as provided in Section 7.11), any right to accept or consent to

(d)

The Warrant Agent shall also have the power, but not the obligation, at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Registered Warrantholders.

(e)

Any such suit or proceeding instituted by the Warrant Agent may be brought in the name of the Warrant Agent as Warrant Agent of an express trust, and any recovery of judgment shall be for the rateable benefit of the Registered Warrantholders subject to provisions of this Indenture. In any proceeding brought by the Warrant Agent (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Warrant Agent shall be a party), the Warrant Agent shall be held to represent all the Registered Warrantholders, and it shall not be necessary to make any Registered Warrantholders parties to any such proceeding.

6.2	Suits by the Corporation

6.3	Limitation of Liability

6.4	Waiver of Default

(a)

the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by extraordinary resolution as provided in Section 7.10) by requisition in writing to instruct the Warrant Agent to waive, either unconditionally or upon any conditions specified, any default under this Indenture or the Warrant Certificates and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(b)

the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, if, in the opinion of the Warrant Agent, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;

7.1	Right to Convene Meetings

7.2

Notice

7.3

Chair

7.4

Quorum

7.5	Power to Adjourn

7.6	Show of Hands; Other Means of Voting

7.7	Poll and Voting

(a)

On every extraordinary resolution, and on any other question submitted to a meeting and after a vote by show of hands, or by other means in accordance with Section 7.6, when demanded by the chair or by one or more of the Registered Warrantholders acting in person or by proxy and holding at least 5% of the aggregate number of Warrants then outstanding, a poll shall be taken in such manner as the chair shall direct. Questions other than those required to be determined by extraordinary resolution shall be decided by a majority of the votes cast on the poll.

(b)

On a show of hands, or by other means in accordance with Section 7.6, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chair of any meeting shall be entitled, both on a show of hands, or by other means in accordance with Section 7.6 and on a poll, to vote in respect of the Warrants, if any, held or represented by the chair of such meeting.

(a)

the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting;

(b)

the means by which a meeting may be convened or held (including by telephonic or other electronic means) and/or the means in which voting may be conducted at a meeting of Registered Warrantholders;

(c)

for Registered Warrantholders to appoint a proxy or proxies to represent them and vote for them at any such meeting (and any adjournment thereof) and the manner in which same is to be executed, and for the production of the authority of any persons signing on behalf of the Registered Warrantholder appointing them;

(d)

the deposit of instruments appointing proxies at such place and time as the Warrant Agent, the Corporation or the Registered Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct;

(e)

the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or sent by facsimile or other electronic format before the meeting to the Corporation or to the Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;

(f)

the form of the instrument of proxy or the manner in which it must be executed; and

(g)

generally for the calling of meetings of Registered Warrantholders and the conduct of business thereat.

7.9	Corporation and Warrant Agent May be Represented

(a)

to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or, subject to the consent of the Warrant Agent, the Warrant Agent in its capacity as Warrant Agent hereunder or on behalf of the Registered Warrantholders, in each case which may be agreed to by the Corporation, whether such rights arise under this Indenture or the Warrant Certificates or otherwise;

(b)

to amend, alter or repeal any extraordinary resolution previously passed or sanctioned by the Registered Warrantholders;

(c)

to direct or to authorize the Warrant Agent to enforce any of the covenants on the part of the Corporation contained in this Indenture or the Warrant Certificates or to enforce any of the rights of the Registered Warrantholders in any manner specified in such extraordinary resolution or to refrain from enforcing any such covenant or right;

(d)

to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture or the Warrant Certificates either unconditionally or upon any conditions specified in such extraordinary resolution;

(e)

to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or the Warrant Certificates or to enforce any of the rights of the Registered Warrantholders;

(f)

to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

(g)

to assent to any change in or omission from the provisions contained in the Warrant Certificates or this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(h)

with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent to take the place of the Warrant Agent so removed; and

(i)

to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

7.11	Meaning of Extraordinary Resolution

(a)

The expression "extraordinary resolution" when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in

(b)

If, at the meeting at which an extraordinary resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of Warrants then outstanding are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders' Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days' prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting, the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection 7.11(a) shall be an extraordinary resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders representing at least 25% of the aggregate number of Warrants then outstanding are not present in person or by proxy at such adjourned meeting.

(c)

Votes on an extraordinary resolution shall always be given on a poll and no demand for a poll on an extraordinary resolution shall be necessary.

7.12	Powers Cumulative

7.13

Minutes

7.14	Instruments in Writing

7.15	Binding Effect of Resolutions

7.16	Holdings by Corporation Disregarded

8.1	Provision for Supplemental Indentures for Certain Purposes

(a)

setting forth any adjustments resulting from the application of the provisions of Article 4;

(b)

adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(c)

giving effect to any extraordinary resolution passed as provided in Article 7;

(d)

making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining or maintaining a listing or quotation of the Warrants on any stock exchange, provided that such provisions are not, in the opinion of the Warrant Agent relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(e)

adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

(f)

modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such

(g)

modifying any of the provisions of this Indenture as may be necessary (or, to the extent such modifications are not, in the opinion of the Warrant Agent relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders, desirable) to comply with the provisions of any regulatory or taxing legislation applicable to the Corporation;

(h)

providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Article 2 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel; and

(i)

for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent relying on the advice of Counsel the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby.

8.2	Successor Entities

9.1	Trust Indenture Legislation

(a)

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.

(b)

The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

9.2	Rights and Duties of Warrant Agent

(a)

In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably

(b)

The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(c)

The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting, to deposit with the Warrant Agent the Warrants held by them, for which Warrants the Warrant Agent shall issue receipts.

9.3	Evidence, Experts and Advisers

(a)

In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

(b)

In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

(c)

Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the trust, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

(d)

Proof of the execution of an instrument in writing by any Registered Warrantholder, if required by the Warrant Agent, may be made by the certificate of a notary public or other officer with similar powers, that the person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate.

(e)

The Warrant Agent may employ or retain at the Corporation's expense such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the

(f)

The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

9.4	Documents, Monies, etc. Held by Warrant Agent

9.5	Actions by Warrant Agent to Protect Interest

9.6	Warrant Agent Not Required to Give Security

9.7	Protection of Warrant Agent

(a)

the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b)

nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

(c)

the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof; and

(d)

the Warrant Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation.

9.8	Replacement of Warrant Agent; Successor by Merger

(a)

The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 90 days' prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by extraordinary resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new Warrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new Warrant Agent unless a new Warrant Agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent, at the Corporation's expense, or any Registered Warrantholder may apply to a justice of the Court of Queen's Bench of the Province of Alberta on such notice as such justice may direct, for the appointment of a new Warrant Agent; but any new Warrant Agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new Warrant Agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of Alberta and, if required by Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder and there shall be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as may, in the reasonable opinion of Counsel, be necessary or advisable to vest the new Warrant Agent with such powers, rights, duties and responsibilities, provided that the predecessor Warrant Agent shall have no obligation to execute any such conveyances or instruments until such time as it has received payment of all outstanding remuneration and expenses payable by the Corporation to such Warrant Agent under this Indenture.

(b)

Upon the appointment of a successor Warrant Agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

(c)

Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to the trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under subsection 9.8(a).

(d)

Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the predecessor or successor Warrant Agent.

9.9	Conflict of Interest

(a)

The Warrant Agent represents to the Corporation that at the time of execution and delivery hereof and to the best of its knowledge, no material conflict of interest exists between its role hereunder and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within 90 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its agency hereunder to a successor agent approved by the Corporation and meeting the requirements set forth in subsection 9.8(a). Notwithstanding the foregoing provisions of this subsection 9.9(a), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Indenture and the Warrant Certificates shall not be affected in any manner whatsoever by reason thereof.

(b)

Subject to subsection 9.9(a), the Warrant Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation or any Subsidiary of the Corporation without being liable to account for any profit made thereby.

9.10	Acceptance of Agency

9.11	Warrant Agent Not to be Appointed Receiver

9.12	Knowledge of Warrant Agent

9.13	Indemnification of Warrant Agent

(a)

The Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the "Indemnified Parties") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable and documented legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation

(b)

Notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (i) Applicable Legislation (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

9.14	Anti-Money Laundering

9.15	Warrant Agent Not Required to Give Notice of Default

9.16	Right of Warrant Agent Not to Act

9.18	U.S. Securities Matters

10.1	Notice to the Corporation and the Warrant Agent

(a)

Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered or if sent by registered letter, postage prepaid, email or by facsimile:

(b)

The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in subsection 10.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(c)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed or, if it is delivered to such party at the appropriate address provided in subsection 10.1(a), by facsimile or other means of prepaid, transmitted and recorded communication.

10.2	Notice to Registered Warrantholders

(a)

Unless otherwise provided herein, any notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their postal addresses appearing on the register of Registered Warrantholders maintained under this Indenture. Any such notice delivered in accordance with the foregoing is deemed to have been effectively given (and received by the Registered Warrantholders) on the date of delivery (with receipt confirmed) if such date is a Business Day or, if mailed, five Business Days following actual posting of the notice.

(b)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and

(c)

In addition to the other requirements for notice under this Section 10.2, where a meeting of Registered Warrantholders is being convened, the Warrant Agent or Corporation may require publication of such notice in such municipalities and filing with securities regulatory authorities, as necessary to comply with applicable legal, regulatory or stock exchange requirements.

10.3	Evidence of Ownership

(a)

Upon receipt of a certificate of any bank, trust company or other depositary satisfactory to the Warrant Agent stating that the Warrants specified therein have been deposited by a named person with such bank, trust company or other depositary and will remain so deposited until the expiry of the period specified therein and the acknowledgement by the named person of such certificate, the Corporation and the Warrant Agent may treat the person so named as the owner, and such certificate as sufficient evidence of the ownership by such person of such Warrant during such period, for the purpose of any requisition, direction, consent, instrument or other document to be made, signed or given by the holder of the Warrant so deposited.

(b)

The Corporation and the Warrant Agent may accept as sufficient evidence of the fact and date of the signing of any requisition, direction, consent, instrument or other document by any person: (i) the signature of any officer of any bank, trust company, or other depositary satisfactory to the Warrant Agent as witness of such execution; (ii) the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded at the place where such certificate is made that the person signing acknowledged to him the execution thereof; or (iii) a satisfactory declaration of a witness of such execution.

10.4	Counterparts

10.5	Satisfaction and Discharge of Indenture

(a)

the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Certificated Warrants (or such other instructions, in a form satisfactory to the Warrant Agent), in the case of Uncertificated Warrants, or by way of standard processing through the book based only system in the case of a CDS Global Warrant or a DTC Global Warrant; or

(b)

the Time of Expiry;

10.6	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders

10.7	Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided

(a)

the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation or any Subsidiary of the Corporation; and

(b)

the number of Warrants owned legally or beneficially by the Corporation or any Subsidiary of the Corporation,

10.8	Force Majeure

10.9	Successors

CENOVUS ENERGY INC.				COMPUTERSHARE TRUST COMPANY OF CANADA
Per:	(signed) "▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇"			Per:	(signed) "Wande Oshile"
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇			Name: Wande Oshile
	Title:	President & Chief Executive Officer			Title: Corporate Trust Officer
Per:	(signed) "▇▇▇▇ ▇. ▇▇▇▇▇▇"			Per:	(signed) "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇"
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇			Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Vice-President, Legal, Assistant General Counsel & Corporate Secretary			Title: Corporate Trust Officer

Warrant Certificate No. [●]

Certificate for __________________________________________________ Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)   CUSIP ▇▇▇▇▇▇▇▇▇   ISIN CA15135U1176

THIS IS TO CERTIFY THAT, for value received,

Countersigned and Registered by:
COMPUTERSHARE TRUST COMPANY OF CANADA
By:
	Authorized Signatory
By:
	Authorized Signatory

SPACE FOR GUARANTEES OF SIGNATURES (BELOW)	) )
		Signature of Transferor
Guarantor’s Signature/Stamp	) )	Name of Transferor

•

Canada and the USA:  A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP).  Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program.  The Guarantor must affix a stamp bearing the actual words "Medallion Guaranteed", with the correct prefix covering the face value of the certificate.

•

Canada:  A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words "Signature Guaranteed", sign and print their full name and alpha numeric signing number.  Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a "Signature & Authority to Sign Guarantee" Stamp affixed to the transfer (as opposed to a "Signature Guaranteed" Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

•

Outside North America:  For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program.  The corresponding affiliate will arrange for the signature to be over-guaranteed.

Name(s) in Full and Social Insurance Number(s) (if applicable)		Address(es)		Number of Common Shares

		)
		)
Witness		)	(Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate)
		)
		)
			Name of Registered Warrantholder

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