WARRANT INDENTURE Dated as of August 15, 2008 between GOLDEN PREDATOR MINES INC. - and - OLYMPIA TRUST COMPANY Providing for the issue of Common Share Purchase Warrants Vancouver, British Columbia

“Arrangement” the business combination of the Corporation and Fury pursuant to Sections 288 through 299 of the BCBCA and the Pre-Arrangement Agreement whereby on the Closing Date, the Corporation issues 1/3 of a Common Share and 1/2 of a Warrant for every one common share in the capital of Fury held, and Fury becomes a wholly owned subsidiary of the Corporation.

“BCBCA” means the Business Corporations Act (British Columbia);

"Business Day" means a day which is not a Saturday, Sunday or civic or statutory holiday in Vancouver, British Columbia;

"Close of Business" means 4:30 p.m., Vancouver, British Columbia time;

“Closing Date” means the effective date of the Arrangement, being a date as may be agreed to by the Corporation and Fury;

"Common Share Certificate" means a certificate evidencing Common Shares issued and outstanding in the share capital of the Corporation;

"Common Shares" means the common shares in the capital of the Corporation, as such shares exist at the Close of Business on the Closing Date of the Arrangement; provided that in the event of a change or a subdivision, redivision, reduction, combination or consolidation thereof, or successive such changes, subdivisions, redivisions, reductions, combinations or consolidations then, subject to adjustments, if any, having been made in accordance with the provisions of Section 4.6, "Common Shares" shall thereafter mean the shares resulting from such change, subdivision, redivision, reduction, combination or consolidation;

"Corporation" means Golden Predator Mines Inc.;

"counsel" means a barrister or solicitor or firm of barristers or solicitors (who may be counsel to the Corporation) acceptable to the Warrant Agent;

"Current Market Price" per Common Share at any date shall be the simple average closing price per Common Share for such Common Shares for any 20 consecutive trading days (such 20 consecutive trading days being selected by the Corporation) ending not more than five trading days preceding such date on the TSX (or, if the Common Shares are not listed on such stock exchange, on such stock exchange on which such Common Shares are listed as may be selected for such purpose by the directors of the Corporation, or if such Common Shares are not listed on any stock exchange then on the over the counter market). If such Common Shares are not listed on any stock exchange or traded on an over the counter market, the Current Market Price shall be determined in good faith by the directors of the Corporation.

"Dividends Paid in the Ordinary Course" means cash dividends declared payable on the Common Shares in any fiscal year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate, the greatest of: (i) 200% of the aggregate amount of cash dividends declared payable by the Corporation on the Common Shares in its immediately preceding fiscal year; (ii) 300% of the arithmetic mean of the aggregate amounts of cash dividends declared payable by the Corporation on the Common Shares in its three immediately preceding fiscal years and; (iii) 100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year;

"Exercise Price" means the amount required to purchase Common Shares on the exercise of Warrants pursuant to the terms hereof being, subject to Article 5, the sum of CAD$3.35 per Common Share;

"Expiry Date" means the date which is three years from the Closing Date;

"Extraordinary Resolution" has the meaning given in Section 7.12;

"Holder" or "Warrant Holder" means the registered holder for the time being of any of the Warrants;

"Officers' Certificate" means a certificate signed by the President, Chief Financial Officer, Secretary or a duly authorized director of the Corporation;

"Pre-Arrangement Agreement" means the agreement dated July 8, 2008 between the Corporation and Fury respecting the business combination of the companies pursuant to the Arrangement;

“TSX” means the Toronto Stock Exchange;

"Warrant Agent" means Olympia Trust Company or its successor and permitted assigns from time to time;

"Warrants" means warrants issued, or authorized to be issued, hereunder for the purchase of Common Shares evidenced by Warrant Certificates;

"Warrant Certificate" means a certificate evidencing Warrants issued and certified hereunder and substantially in the form set out in Schedule “A”;

"Warrant Holders' Request" means an instrument in writing signed, or signed in counterparts, by the holders of not less than 25% of the aggregate number of Warrants outstanding at that time requesting the Warrant Agent to take some action or proceeding specified therein;

"written order of the Corporation" means a written order, request, consent, or certificate and any other document signed in the name of the Corporation by any director or officer of the Corporation, and may consist of one or more instruments so executed; and

"this Indenture", "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to this Indenture and any indenture, deed or instrument supplemental or ancillary hereto; and the expressions "Article", "Section", "subsection" and "clause" followed by a number mean and refer to the specified Article, Section, subsection and clause of this Indenture;

Subject to Section 3.2(b) each whole Warrant shall entitle the holder thereof to purchase one Common Share at any time until the Close of Business on the Expiry Date at a price per Common Share equal to the Exercise Price.

The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in ARTICLE 4.

In case any of the Warrant Certificates issued and countersigned hereunder is mutilated or lost, destroyed or stolen, the Corporation, in its discretion, may issue and deliver a new Warrant Certificate of like date and tenor in exchange for and in place of the one mutilated, lost destroyed or stolen and upon surrender and 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 entitles the holder thereof to the benefits hereof and ranks equally in accordance with its terms with all other Warrants issued hereunder.

The Warrant Holder applying for the issue of a new Warrant Certificate pursuant to this section 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 such evidence of ownership and the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as is satisfactory to the Corporation in its discretion. The Corporation shall require such applicant to furnish an indemnity and surety bond in the amount and form satisfactory to the Corporation and the Warrant Agent in their discretion, and the applicant shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

The right to purchase Common Shares conferred by the Warrants may be exercised by the Holder surrendering the Warrant Certificate representing it, together with a duly completed and executed exercise form as set out on the back of the Warrant Certificate (the “Exercise Form”) and a certified cheque, bank draft or money order in lawful money of Canada payable to or to the order of the Corporation, in the amount of the aggregate Exercise Price in respect of the Common Shares subscribed for, to the Warrant Agent at its principal office in Vancouver, British Columbia; provided that no Warrants may be exercised after the Expiry Date. The Warrant Certificate and the aggregate Exercise Price shall be deemed to be duly surrendered pursuant to this Section 4.1 only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at its principal office in Vancouver, British Columbia or at such other place that is designated by the Corporation with the approval of the Warrant Agent.

Such Exercise Form shall be signed by the Warrant Holder or the lawful attorney thereof and shall specify the number of Common Shares which the Holder desires to purchase (being not more than that number which the Holder is entitled to purchase pursuant to the Warrant Certificate surrendered), the name and address or names and addresses of the person or persons to whom such Common Shares are to be issued and the numbers of Common Shares to be issued to each such person if more than one person is so specified. If any of the Common Shares subscribed for are to be issued to a person or persons other than the Warrant Holder, the Warrant Holder shall pay all requisite transfer taxes or like charges.

The Warrants may not be exercised in the United States or by or on behalf of a “U.S. person” (a “U.S. Person”), as such term is defined in Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), unless an exemption from registration is available under the U.S. Securities Act and any applicable state securities laws and the Corporation has received an opinion of counsel and other evidence to such effect in form and substance satisfactory to the Corporation.

Unless otherwise required by United States federal or state securities laws, only those certificates representing Common Shares originally issued to a U.S. Person or a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, as well as all certificates issued in exchange for or in substitution of the foregoing securities, will bear a legend to the following effect:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF, AT ANY TIME THE CORPORATION IS A “FOREIGN ISSUER” AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, THESE SECURITIES ARE BEING SOLD IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY,” MAY BE OBTAINED FROM THE CORPORATION’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.

provided, that if, at the time the Corporation is a “foreign issuer” as defined in Regulation S, such securities are being sold in accordance with the requirements of Rule 904 of Regulation S, as referred to above, and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the Corporation and the Corporation’s transfer agent for such securities, in the form as the Corporation may prescribe from time to time;

notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future; and

provided further, that, if any of such securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Corporation and the Corporation’s transfer agent of an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

If a certificate representing Common Shares is tendered for transfer and bears the legend set forth in above and the holder has not obtained the prior written consent of the Corporation, the Corporation’s transfer agent shall not register such transfer unless the transferor has provided the certificate representing the Common Shares and the transfer is being made (i) to the Corporation, (ii) outside the United States in accordance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations of the jurisdiction(s) where such sale is made, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and in accordance with applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and the holder has prior to such sale furnished to the Corporation an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect.

If and whenever at any time prior to the Expiry Date, the Corporation shall (i) subdivide or re-divide the outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares (or securities convertible into or exchangeable for Common Shares) to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course), the Exercise Price in effect on the effective date of any such event shall be adjusted immediately after such event or on the record date for such issue of Common Shares by way of stock dividend, as the case may be, so that it shall equal the amount determined by multiplying the Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the total number of Common Shares outstanding immediately prior to such event and of which the denominator shall be the total number of Common Shares outstanding immediately after such event (including the total number of Common Shares into or for which the securities convertible into or exchangeable for Common Shares so issued are convertible into or exchangeable for). Any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. The number of Common Shares which the Holder of Warrants is entitled to purchase for each Warrant shall be adjusted at the same time by multiplying the number by the inverse of the aforesaid fraction. Any such adjustments shall be made successively whenever any event referred to in this subsection (a) shall occur and any such issue of Common Shares (or securities convertible into or exchangeable for Common Shares) by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares immediately after such event under subsections (a) and (c) of this Section 4.6.

If and whenever at any time prior to the Expiry Date, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all of the holders of the 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 into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per 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 price 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 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 the 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 of the Corporation 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 so issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be re-adjusted to the Exercise Price which would then be in effect based upon the number and aggregate price of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

If and whenever at any time prior to the Expiry Date, the Corporation shall fix a record date for the making of a distribution to all or substantially all of the holders of its outstanding Common Shares of (i) shares of any class other than Common Shares, other than shares distributed to holders of Common Shares who have elected to receive dividends in the form of such shares in lieu of Dividends Paid in the Ordinary Course and other than the issue of Common Shares (or securities convertible into or exchangeable for Common Shares) to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend, or (ii) rights, options or warrants (excluding those exercisable for 45 days or less after the record date therefor), or (iii) evidences of its indebtedness, or (iv) assets (excluding Dividends Paid in the Ordinary Course), including shares of other corporations, then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price 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 multiplied by the Current Market Price per Common Share on such record date, less the fair market value (as determined by the board of directors, which determination shall be conclusive) of such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price per Common Share. Any Common Shares owned by or held for the account of the Corporation 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 such distribution is not so made, the Exercise Price shall be re-adjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be. In clause (iv) of this subsection 4.6(c), the term "Dividends Paid in the Ordinary Course" shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of the shareholders.

If and whenever at any time prior to the Expiry Date, there is a reclassification of the Common Shares at any time outstanding or a change of the Common Shares into other shares or a capital reorganization of the Corporation not covered in subsection (a) or a consolidation, amalgamation or merger of the Corporation with or into any other corporation, or an exchange of the securities of the Corporation pursuant to a plan of arrangement, or a sale of the property and assets of the Corporation as or substantially as an entirety to any other person, a Holder of a Warrant which has not been exercised prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, merger, exchange or sale shall thereafter, upon the exercise of such Warrants, be entitled to receive and shall accept in lieu of the number of Common Shares, as then constituted, to which the Holder was previously entitled upon exercise of the Warrants, but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the corporation resulting from such reclassification, capital reorganization, consolidation, amalgamation, merger, or exchange or of the person to which such sale may be made, as the case may be, that such Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, merger, exchange or sale if on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder was previously entitled upon due exercise of the Warrants; and in any case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Holders of the Warrants to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property to which the Holder of Warrants may be entitled upon the exercise of such Warrants thereafter.

In any case in which this Section 4.6 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may, until the occurrence of such event, defer issuing to the Holder of any Warrant exercised after such record date and before the occurrence of such event the kind and amount of shares, other securities or property to which he would be entitled upon such exercise by reason of the adjustment required by such event; provided that the Corporation shall deliver to such Holder an appropriate instrument evidencing such Holder's right to receive the kind and amount of shares, other securities or property to which he would be entitled upon the occurrence of the event requiring such adjustment and the right to receive any distributions made or declared in favour of holders of record of Common Shares as constituted from time to time on and after such date as such Holder would, but for the provisions of this subsection 4.6(e), have received, or become entitled to receive, on such exercise.

The adjustments provided for in this Section 4.6 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.6; provided that notwithstanding any other provision of this Section 4.6, (i) no adjustment of the Exercise Price or number of Common Shares, as then constituted, purchasable shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect or the number of Common Shares, as then constituted, purchasable, and (ii) any adjustments which by reason of this subsection 4.6(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

In the event of any question arising with respect to the adjustments provided in this Section 4.6, such question shall be conclusively determined by a firm of chartered accountants appointed by the Corporation and acceptable to the Warrant Agent (who may be the auditors of the Corporation). Such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation, the Warrant Agent and the Warrant Holders.

As a condition precedent to the taking of any action which would require an adjustment in any of the subscription rights pursuant to any of the Warrants, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of counsel be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable all the Common Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

No adjustment shall be made pursuant to this Section 4.6 if the Warrant Holders are entitled to participate in any event described in this Section 4.6 on the same terms, mutatis mutandis, as if the Warrant Holders had exercised their Warrants prior to, or on the effective date or record date of, such event.

In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 4.6, which in the opinion of the directors of the Corporation would materially affect the rights of Warrant Holders, the Exercise Price and/or the number of Common Shares which may be acquired upon exercise of a Warrant shall be adjusted by action of the directors in such manner and at such time, in their sole discretion, as they may determine to be equitable in the circumstances, provided that no such adjustment will be made unless prior approval of all stock exchanges on which the Common Shares are listed for trading has been obtained. Failure of the directors to make such an adjustment shall be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.

Immediately after the occurrence of any event which requires an adjustment pursuant to Section 4.6, in the Exercise Price or in any of the subscription rights pursuant to any of the Warrants, including the number of Common Shares, as then constituted, which are to be received upon the exercise thereof, the Corporation shall forthwith file with the Warrant Agent an Officers' Certificate specifying the particulars of such event and the required adjustment and the computation of such adjustment and the Corporation shall give at least 14 days notice (in the manner provided in Section 9.7 hereof) to the holders of Warrants of the record date or effective date of such event, as the case may be, and such notice shall include particulars of such event and the required adjustment.

at any time be under any duty or responsibility to any holder to determine whether facts exist which may require any adjustment contemplated by this Article, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making same;

be accountable with respect to the validity or value (or the kind or amount) of any shares or of any other shares or securities or property which may at any time be issued or delivered upon the exercise or deemed exercise of any Warrant; or

be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver shares or share certificates upon the surrender of any Warrant for the purpose of exercise or deemed exercise, or to comply with any of the covenants contained in this Article.

The Corporation covenants that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrant Certificates, when issued and countersigned as herein provided, will be valid and enforceable against the Corporation, and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time subscribed for and purchased pursuant to this Indenture, and the certificates representing the Common Shares, to be duly issued. At all times until the Expiry Date while any of the Warrants are outstanding, the Corporation shall reserve and there shall remain unissued out of its authorized capital a number of Common Shares sufficient to satisfy the exercise of all Warrants then outstanding. All Common Shares issued upon the exercise of the Warrants shall be fully-paid and non-assessable.

The Corporation will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as counsel may reasonably require for the better accomplishing and effecting of the intentions and provisions of this Indenture.

Subject to the provisions hereof, the Corporation will carry on and conduct and will cause to be carried on and conducted its business in a proper and efficient manner and will cause to be kept proper books of account in accordance with generally accepted accounting practice, provided that the Corporation or any subsidiary of the Corporation may cease to operate or may dispose of any business, premises, property or operation if in the opinion of the directors or officers of the Corporation it would be advisable and in the best interests of the Corporation to do so. Subject to the provisions hereof, 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 that nothing herein contained shall prevent the amalgamation, consolidation, merger, sale, winding up or liquidation of the Corporation or any subsidiary of the Corporation or the abandonment of any rights and franchises of the Corporation or any subsidiary of the Corporation if in the opinion of the directors or officers of the Corporation, it would be advisable and in the best interest of the Corporation or of such subsidiary of the Corporation to do so.

The Corporation shall take all such steps and actions to do all such things that may reasonably be necessary to maintain the listing and posting for trading of the Common Shares and the Warrants on the TSX and to maintain its status as a "reporting issuer", or the equivalent thereof, not in default of the requirements of the securities acts and regulations thereunder of each of the provinces of Canada in which it currently is a reporting issuer.

The Corporation will use reasonable efforts to ensure that the Common Shares issuable upon the exercise of the Warrants will be listed and posted for trading on the TSX upon their issue.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Warrant Holders of such failure on the part of the Corporation or may itself perform any of the said covenants capable of being performed by it, but the Warrant Agent shall be under no obligation to do so or to notify the Warrant Holders. All sums expended or advanced by the Warrant Agent in performance of its rights provided for in this subsection 5.1(f) shall be repayable as provided in Section 5.2. No such performance, expenditure or advance by the Warrant Agent shall be deemed to relieve the Corporation of any default hereunder or its continuing obligations hereunder.

the holders of not less than 51% of the Warrants then outstanding shall have the power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be stipulated in such requisition; and

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

the deposit of proxies at such place as the Warrant Agent, the Corporation or the Warrant Holders convening the meeting, as the case may be, may in the notice convening the meeting direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same shall be deposited;

the deposit of proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such proxies to be mailed, cabled, or telecopied, 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;

the form of any proxy; and

generally, for the calling of meetings of Warrant Holders and the conduct of business thereat.

power to agree to any change, modification, abrogation, alteration, compromise or arrangement of the rights of the Warrant Holders or the Warrant Agent, in that capacity (subject to the prior consent of the Warrant Agent) or on behalf of the Warrant Holders, against the Corporation, whether such rights arise under this Indenture or the Warrants or otherwise;

power to assent to and authorize any modification of or change in or addition to or omission from the provisions in this Indenture which shall be agreed to by the Corporation and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture hereto embodying any modification, change, addition or omission;

power to sanction any scheme for the reconstruction or reorganization of the Corporation or for the consolidation, amalgamation or merger of the Corporation with any other corporation or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Corporation or any part thereof;

power to direct or authorize the Warrant Agent to enforce any of the covenants on the part of the Corporation contained in this Indenture or the Warrants or to enforce any of the rights of the Warrant Holders in any manner specified in such Extraordinary Resolution (subject to receipt by the Warrant Agent of adequate funding and indemnity) or to refrain from enforcing any such covenant or right;

power to waive and direct the Warrant Agent to waive any default on the part of the Corporation in complying with any provision of this Indenture or under the Warrants either unconditionally or upon any conditions specified in such Extraordinary Resolution;

power to restrain any Warrant Holder 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 contained in this Indenture or the Warrants or to enforce any of the rights of the Warrant Holders;

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

power 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;

power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the Extraordinary Resolution) to exercise, and to direct the Warrant Agent to exercise, on behalf of the Warrant Holders, such of the powers of the Warrant Holders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the Extraordinary Resolution appointing the committee. The Extraordinary Resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee and the Warrant Agent. Such committee shall consist of such number of persons as shall be prescribed in the Extraordinary Resolution appointing it and the members need not be themselves Warrant Holders. Subject to the terms of any Extraordinary Resolution creating such committee, every such committee may elect its Chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Warrant Holders. Neither the committee nor any member thereof nor the Warrant Agent shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;

power to remove the Warrant Agent or its successor in office and to appoint a new Warrant Agent or Warrant Agents to take the place of the Warrant Agent so removed; and

power to amend or repeal any Extraordinary Resolution previously passed by Warrant Holders.

The expression “Extraordinary Resolution" when used in this Indenture means, subject to this Section 7.12, a resolution proposed to be passed as an Extraordinary Resolution at a meeting of Warrant Holders duly called for that purpose and held in accordance with ARTICLE 7 at which the Holders of more than 50% of the then outstanding Warrants are present in person or by proxy and passed by the favourable votes of the Holders of not less than 66 2/3% of the aggregate number of the then outstanding Warrants represented at the meeting and voted on a poll upon such resolution.

If at any such meeting the Holders of more than 50% of the outstanding Warrants are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Warrant Holders or on a Warrant Holders' Request, shall be dissolved; but in any other case it shall stand adjourned to such date, being not less than 14 or more than 60 days later, and to such place and time as may be appointed by the Chairman. Not less than 10 days' notice shall be given of the time and place of such adjourned meeting in the manner provided in Section 10.7. Such notice shall state that at the adjourned meeting the Warrant Holders present in person or by proxy shall form a quorum. At the adjourned meeting the Warrant Holders 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 7.12(a) shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that the Holders of more than 50% of the Warrants then outstanding are not present in person or by proxy at such adjourned meeting.

Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll upon an Extraordinary Resolution shall be necessary.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding in virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent, and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

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 Warrant Holders hereunder or under the Warrants shall be conditional upon the Warrant Holders furnishing sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and hold harmless the Warrant Agent against the costs, charges, 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 risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid.

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

Notwithstanding anything else herein contained, the Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Corporation, provided that (i) the Warrant Agent's written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Warrant Agent's satisfaction within such 10 day period, then such resignation shall not be effective.

Whenever it is provided in this Indenture that the Corporation shall deposit with the Warrant Agent resolutions, certificates, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof of the facts and opinions stated in all 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. The Warrant Agent may act and rely and shall be protected in acting and relying upon any such documents deposited with it in purported compliance with any such provision or for any other purpose hereof, but may in its discretion require further evidence before acting or relying thereon.

The Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement instrument, opinion, report, notice, request, consent, order, letter, telecopy or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder 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.

The Warrant Agent may employ or retain such counsel, accountants, or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and shall not be responsible for any misconduct on the part of any of them. Any remuneration so paid by the Warrant Agent shall be repaid to the Warrant Agent in accordance with Section 5.2.

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 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 trusts hereof.

the Warrant Agent shall not be liable for or by reason of any statement of fact or recital in this Indenture or in the Warrants (except the countersignature of the Warrant Agent thereon) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

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

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

the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the agents or employees of the Corporation;

the Warrant Agent, in its personal or any other capacity, may buy, lend upon and deal in shares in the capital of the Corporation and in the Warrants and generally may contract and enter into financial transactions with the Corporation or any related corporation without being liable to account for any profit made thereby; and

the Warrant Agent and its directors, officers, agents and employees will at all times be indemnified and saved harmless by the Corporation from and against all claims, demands, losses, actions, causes of actions, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Indenture, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Warrant Agent contemplated hereby, legal fees and disbursements on a solicitor and client basis, and costs and expenses incurred in connection with the enforcement of this indemnity, which the Warrant Agent may suffer or incur, 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 its duties as Warrant Agent and including any deed, matter or thing in relation to the execution of its duties as Warrant Agent and including any deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this section do not apply to the extent that in any circumstances there has been a failure by the Warrant Agent or its employees or agents to act honestly and in good faith or where the Warrant Agent or its employees or agents have acted with gross negligence or in willful disregard to the Warrant Agent’s obligations hereunder. It is understood and agreed that this indemnification shall survive the termination of this indenture or the resignation of the Warrant Agent;

if any action or proceeding shall be brought or any claim shall be asserted against the Warrant Agent, in respect of which the Warrant Agent may claim indemnification pursuant to this Section 8.6, the Warrant Agent will promptly notify the Corporation in writing of such action, proceeding or claim (including in such written notice any facts relating to such action or proceeding then known to the Warrant Agent) and the Corporation may, but shall not be obligated to, assume the defense thereof, employing counsel reasonably satisfactory to it. The Warrant Agent will have the right to retain other counsel, at the Warrant Agent’s expense, to act on the Warrant Agent’s behalf, provided that if the Warrant Agent is advised in writing by Counsel to the Warrant Agent that a conflict of interest exists that makes representation by Counsel chosen by the Corporation not advisable, the reasonable fees and expenses of such other Counsel will be paid by the Corporation. Notwithstanding anything contained herein, neither the Warrant Agent nor the Corporation will settle any action, proceeding or claim in respect of which indemnity may be sought by the Warrant Agent hereunder, without the prior consent of the other, such consent not to be unreasonably withheld.

Any corporation into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor of the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor to the Warrant Agent under the provisions of Section 8.7.

If at the time such successor to the Warrant Agent shall succeed under this Indenture any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent. If at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent. In all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Indenture.

If at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent whose name has changed may adopt the countersignature under its prior name. If at the time the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name. In all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Indenture.

Upon the appointment of a successor Warrant Agent, the Corporation shall promptly notify the Warrantholders thereof in the manner provided for in Section 9.7 hereof.

making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the Warrant Certificates which do not affect the substance thereof, provided that the Warrant Agent, relying on the advice of counsel, shall be of the opinion that such provisions and modifications are not prejudicial to the interests of the Warrant Holders;

evidencing the succession, or successive successions, of other persons to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

giving effect to any Extraordinary Resolution passed as provided in ARTICLE 7; and

for any other purpose not inconsistent with the terms of this Indenture, provided that the Warrant Agent, relying on the advice of counsel, shall be of the opinion that such provisions and modifications are not prejudicial to the interests of the Warrant Holders.

The Warrant Agent may also, without the consent or concurrence of the Warrant Holders, by supplemental indenture or otherwise, concur with the Corporation in making any changes or corrections in this Indenture which it shall have been advised by counsel in writing (who may, but need not be, counsel for the Corporation) are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omission or mistake or manifest error contained herein or in any deed or indenture supplemental or ancillary hereto or are required by law or in order to comply with the requirements of any stock exchange on which the Common Shares or the Warrants are, or are proposed to be, listed.

Unless herein otherwise expressly provided, a notice to be given hereunder to Warrant Holders will be deemed to be validly given if the notice is sent by mail, postage prepaid, addressed to the holders at their respective addresses appearing on any of the registers of Holders described in Section 3.13. Any notice so mailed shall be deemed to have been received on the fifth Business Day following the date of the postmark on such notice.

Accidental error or omission in giving notice or accidental failure to mail notice to any Holder will not invalidate any action or proceeding founded thereon.

All notices may be given to whichever one of the Warrant Holders (if more than one) is named first in the appropriate register hereinbefore mentioned, and any notice so given shall be sufficient notice to all Warrant Holders of and any other persons (if any) interested in such Warrants.

If by reason of any interruption of mail service, actual or threatened, any notice to be given to the Warrant Holders, the Warrant Agent or the Corporation would be unlikely to reach its destination in the ordinary course of mail, such notice shall be valid and effective only if:

in the case of the Warrant Agent or the Corporation, delivered to an officer of the party to which it is addressed or if sent to such party, at the appropriate address in accordance with Section 9.6 and 9.5, respectively, by telegram, facsimile or other means of prepaid transmitted or recorded communication; and

in the case of Warrant Holders, if published once (a) in the national edition of the Globe & Mail; and (b) in such other place or places and manner, if any, as the Warrant Agent may require.

Any notice given to Warrant Holders by publication shall be deemed to have been given on the last day on which publication is required pursuant to Section 9.8(a)(ii), above.