EX-4.6



 Exhibit 4.6 
  

 
 ESSA PHARMA INC. 

Special Warrant Indenture 
  

 
 January 16, 2015 







 TABLE OF CONTENTS 

 

									
	1.		INTERPRETATION		 	1	  
			1.1		 Definitions
		 	1	  
			1.2		 Headings
		 	5	  
			1.3		 Gender
		 	5	  
			1.4		 Weekends and Holidays
		 	5	  
			1.5		 Meaning of “Outstanding”
		 	5	  
			1.6		 Time
		 	6	  
			1.7		 Applicable Law
		 	6	  
			1.8		 Severability
		 	6	  
			1.9		 Currency
		 	6	  
			1.10		 Conflicts
		 	6	  
			1.11		 Schedules
		 	6	  
			
	2.		ISSUE AND PURCHASE OF SPECIAL WARRANTS		 	6	  
			2.1		 Creation, Form and Terms of Special Warrants
		 	6	  
			2.2		 Form of Warrants, Certificated Warrants
		 	6	  
			2.3		 Book Entry Only Warrants
		 	7	  
			2.4		 Special Warrant Certificate
		 	8	  
			2.5		 Transferability and Ownership of Special Warrants
		 	9	  
			2.6		 Special Warrantholders Not Shareholders
		 	12	  
			2.7		 Signing of Special Warrants
		 	12	  
			2.8		 Countersigning
		 	13	  
			2.9		 Loss, Mutilation, Destruction or Theft of Special Warrants
		 	13	  
			2.10		 Exchange of Special Warrants
		 	13	  
			2.11		 Ranking
		 	14	  
			2.12		 Purchase of Special Warrants for Cancellation
		 	14	  
			2.13		 Cancellation of Surrendered Special Warrants
		 	14	  
			
	3.		REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY		 	14	  
			3.1		 To Issue Special Warrants and Reserve Common Shares
		 	14	  
			3.2		 To Execute Further Assurances
		 	14	  
			3.3		 To Carry On Business
		 	14	  
			3.4		 No Breach of Constating Documents
		 	15	  
			3.5		 Notices to Special Warrant Agent
		 	15	  
			3.6		 Securities Qualification Requirements
		 	15	  
			3.7		 Satisfy Covenants
		 	15	  
			3.8		 Performance of Covenants by Special Warrant Agent
		 	15	  
			3.9		 Special Warrant Agent’s Remuneration and Expenses
		 	15	  
			3.10		 Trust for Special Warrantholder’s Benefit
		 	16	  
			3.11		 Notice to Special Warrantholders of Certain Events
		 	16	  
			3.12		 Closure of Share Transfer Books
		 	16	  
			3.13		 Payment of Commissions
		 	17	  
			3.14		 Registration under the 1934 Act
		 	17	  
			
	4.		ADJUSTMENT OF NUMBER OF WARRANT SHARES		 	17	  
			4.1		 Adjustment of Number of Warrant Shares
		 	17	  
			4.2		 Adjustment if U.S. Listing Date does not Occur on or Prior to the Deadline Date
		 	20	  
			4.3		 Proceedings Prior to any Action Requiring Adjustment
		 	20	  
			4.4		 Certificate of Adjustment
		 	20	  
			4.5		 No Action After Notice
		 	21	  
			4.6		 Protection of Special Warrant Agent
		 	21	  
			4.7		 Notice of Special Matters
		 	21	  
			
	5.		EXERCISE, RETRACTION AND CANCELLATION OF SPECIAL WARRANTS		 	21	  
			5.1		 Notice of Deemed Exercise to Special Warrantholders
		 	21	  
			5.2		 Voluntary Exercise of Special Warrants
		 	21	  
			5.3		 Deemed Exercise of Special Warrants
		 	22	  


  
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			 5.4
		Effect of Exercise of Special Warrants		 	22	  
			 5.5
		Partial Exercise		 	23	  
			 5.6
		Special Warrants Void After Exercise Time		 	23	  
			 5.7
		Fractions of Warrant Shares		 	23	  
			 5.8
		Accounting and Recording		 	23	  
			 5.9
		Legending of Special Warrant Certificates and Underlying Securities		 	23	  
			 5.10
		Issuance of Warrant Shares		 	24	  
			 5.11
		Securities Restrictions		 	25	  
			 5.12
		Mandatory Purchase for Cancellation and Voluntary Retraction		 	25	  
			
	 6.
		 MEETINGS OF SPECIAL WARRANTHOLDERS
		 	27	  
			 6.1
		Definitions		 	27	  
			 6.2
		Convening Meetings		 	27	  
			 6.3
		Place of Meeting		 	28	  
			 6.4
		Notice		 	28	  
			 6.5
		Persons Entitled to Attend		 	28	  
			 6.6
		Quorum		 	28	  
			 6.7
		Chairman		 	28	  
			 6.8
		Power to Adjourn		 	28	  
			 6.9
		Adjourned Meeting		 	29	  
			 6.10
		Show of Hands		 	29	  
			 6.11
		Poll		 	29	  
			 6.12
		Regulations		 	29	  
			 6.13
		Powers of Special Warrantholders		 	30	  
			 6.14
		Powers Cumulative		 	31	  
			 6.15
		Minutes of Meetings		 	31	  
			 6.16
		Written Resolutions		 	31	  
			 6.17
		Binding Effect		 	31	  
			 6.18
		Holdings by the Company or Subsidiaries of the Company Disregarded		 	31	  
			
	 7.
		 SUPPLEMENTAL INDENTURES, MERGER, SUCCESSORS
		 	31	  
			 7.1
		Provision for Supplemental Indentures for Certain Purposes		 	31	  
			 7.2
		Company May Consolidate, etc. on Certain Terms		 	32	  
			 7.3
		Successor Body Corporate Substituted		 	32	  
			
	 8.
		 CONCERNING THE SPECIAL WARRANT AGENT
		 	33	  
			 8.1
		Duties of Special Warrant Agent		 	33	  
			 8.2
		Action by Special Warrant Agent		 	33	  
			 8.3
		Certificate of the Company		 	33	  
			 8.4
		Special Warrant Agent May Employ Experts		 	33	  
			 8.5
		Resignation and Replacement of Special Warrant Agent		 	33	  
			 8.6
		Indenture Legislation		 	34	  
			 8.7
		Notice		 	34	  
			 8.8
		Use of Proceeds		 	34	  
			 8.9
		No Inquiries		 	34	  
			 8.10
		Actions by Special Warrant Agent to Protect Interest		 	34	  
			 8.11
		Special Warrant Agent Not Required to Give Security		 	34	  
			 8.12
		No Conflict of Interest		 	34	  
			 8.13
		Special Warrant Agent Not Ordinarily Bound		 	35	  
			 8.14
		Special Warrant Agent May Deal in Instruments		 	35	  
			 8.15
		Recitals or Statements of Fact Made by Company		 	35	  
			 8.16
		Special Warrant Agent’s Discretion Absolute		 	35	  
			 8.17
		No Representations as to Validity		 	35	  
			 8.18
		Acceptance of Trusts		 	36	  
			 8.19
		Special Warrant Agent’s Authority to Carry on Business		 	36	  
			 8.20
		Indemnification of Special Warrant Agent		 	36	  
			 8.21
		Performance of Covenants by Special Warrant Agent		 	36	  
			 8.22
		Third Party Interests		 	36	  
			 8.23
		Not Bound to Act		 	37	  


  
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	 9.
		 NOTICES
		 	37	  
			 9.1
		Notice to Company, Special Warrant Agent and Agent		 	37	  
			 9.2
		Notice to Special Warrantholders		 	38	  
			
	 10.
		 POWER OF BOARD OF DIRECTORS
		 	38	  
			 10.1
		Board of Directors		 	38	  
			
	 11.
		 MISCELLANEOUS PROVISIONS
		 	38	  
			 11.1
		Further Assurances		 	38	  
			 11.2
		Unenforceable Terms		 	38	  
			 11.3
		No Waiver		 	38	  
			 11.4
		Waiver by Special Warrantholders and Special Warrant Agent		 	39	  
			 11.5
		Suits by Special Warrantholders		 	39	  
			 11.6
		SEC Reporting Status		 	39	  
			 11.7
		Force Majeure		 	40	  
			 11.8
		Privacy Matters		 	40	  
			 11.9
		Enurement		 	40	  
			 11.10
		Formal Date and Effective Date		 	41	  


  
 iii 








 SPECIAL WARRANT INDENTURE 

THIS SPECIAL WARRANT INDENTURE made as of January 16, 2015. 

BETWEEN: 

ESSA PHARMA INC., a corporation incorporated under the laws of British Columbia and having an office in the City of
Vancouver, British Columbia 
 (the “Company”) 

OF THE FIRST PART 
 AND: 

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and having an office in the
City of Vancouver, British Columbia 
 (the “Special Warrant Agent”) 

OF THE SECOND PART 

WHEREAS the Company is proposing to issue up to 4,363,636 Special Warrants in the manner herein set forth; 

AND WHEREAS the Company is authorized to create and issue the Special Warrants; 

AND WHEREAS the Company represents to the Special Warrant Agent that all necessary resolutions of the directors of the
Company have been or will be duly enacted, passed or confirmed and all other proceedings taken and conditions complied with to authorize the execution and delivery of this Agreement and the execution and issue of the Special Warrants and to make the
same legal, valid and binding on the Company in accordance with the laws relating to the Company; 
 AND WHEREAS the
foregoing recitals are made as representations and statements of fact by the Company and not by the Special Warrant Agent; 

AND WHEREAS the Special Warrant Agent has been appointed by the Company and has agreed to act as trustee on behalf of
the Special Warrantholders on the terms and conditions set forth herein. 
 NOW THEREFORE THIS INDENTURE WITNESSETH
THAT, in consideration of the premises and in further consideration of the mutual covenants herein set forth, the parties hereto agree as follows: 
  

	1.	 INTERPRETATION 


  

	1.1	 Definitions 



In this Indenture, unless there is something in the subject matter or context inconsistent therewith, the following words have
the respective meaning indicated below: 
  

	 	(a)	 “Agency Agreement” means the agency agreement dated January 16, 2015, between the Company and the Agent in relation to the
Private Placement; 


  

	 	(b)	 “Agent” means Bloom Burton & Co. Limited; 










	 	(c)	 “Applicable Legislation” means the provisions, if any, for the time being, of any statute of Canada or a province thereof, and of
the regulations under such statute, relating to warrant indentures and to the rights, duties and obligations of warrant agents under warrant indentures, and of corporations issuing their securities under warrant indentures, to the extent that any
such provisions are in force and applicable to this Indenture; 


  

	 	(d)	 “Authenticated” means (a) with respect to the issuance of a Special Warrant Certificate, one which has been duly signed by
the Company and authenticated by manual signature of an authorized officer of the Special Warrant Agent, (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Special Warrant Agent has completed all Internal
Procedures such that the particulars of such Uncertificated Warrant are entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate
correlative meanings; 


  

	 	(e)	 “Book Entry Only Participants” means institutions that participate directly or indirectly in the Depository’s book entry
registration system for the Special Warrants; 


  

	 	(f)	 “Book Entry Only Warrants” means Special Warrants that are to be held only by or on behalf of the Depository;



  

	 	(g)	 “Business Day” means a day which is not a Saturday, a Sunday or a statutory holiday in the City of Toronto, Ontario or the City of
Vancouver, British Columbia; 


  

	 	(h)	 “CDS Global Warrants” means Special Warrants representing all or a portion of the aggregate number of Special Warrants issued in
the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Company, by a Special Warrant Certificate; 


  

	 	(i)	 “Change of Control” means any of the following events: 



 

	 	(i)	 any person or group of persons “acting in concert” (as interpreted in accordance with applicable Canadian securities laws) shall have
acquired legal or beneficial ownership of, or the power to exercise control or direction over, Common Shares representing more than 66 and 2/3% of the total number of Common Shares then outstanding; 



 

	 	(ii)	 there is consummated any amalgamation, merger, arrangement, consolidation or other reorganization or acquisition involving the Company or any of
its subsidiaries and another corporation or other entity, as a result of which the holders of Common Shares prior to the completion of the transaction hold less than 66 and 2/3% of the issued and outstanding shares of the successor corporation after
completion of the transaction; 


  

	 	(iii)	 any person or group of persons acting in concert shall succeed in having a sufficient number of its nominees elected as directors of the Company
such that such nominees, when added, after such election, to any existing directors who are nominees of or affiliates or related persons of such person or group of persons, will constitute a majority of the directors of the Company;



  

	 	(iv)	 50% or more of the directors who are directors as at the Closing Date either resign or are removed from the Company’s board of directors;



  

	 	(v)	 a sale of all or a material portion of the assets of the Company; or 



 

	 	(vi)	 a strategic alliance, partnership or joint venture with a third party with upfront cash consideration payable by the third party to the Company in
excess of $50,000,000; 


  

	 	(j)	 “Closing” means the completion of the issuance and sale of Special Warrants by the Company to purchasers in accordance with the
Agency Agreement; 



  
 2 









	 	(k)	 “Closing Date” means January 16, 2015; 



 

	 	(l)	 “Commissions” means the securities commissions of the Designated Provinces; 



 

	 	(m)	 “Common Share” means a fully paid and non-assessable common share in the capital of the Company as such capital is presently
constituted; 


  

	 	(n)	 “Company” means ESSA Pharma Inc., a corporation incorporated under the laws of British Columbia and having an office in the City
of Vancouver, British Columbia; 


  

	 	(o)	 “Company’s auditors” means the firm of accountants appointed by the shareholders of the Company and serving as the auditors
of the Company at the relevant time; 


  

	 	(p)	 “Current Market Price” of a Common Share at any date means the price per share equal to the weighted average price at which the
Common Shares have traded during any 10 consecutive Trading Days selected by the Company, commencing not more than 20 Trading Days and ending not less than five Trading Days before such date, on the TSX Venture Exchange, or, if the Common Shares are
not listed thereon, on any stock exchange on which such shares are listed as may be selected for such purpose by the directors or, if such shares are not listed on any stock exchange, then on such over-the-counter market in Canada as may be selected
for such purpose by the directors, provided further that if the Common Shares are not then listed on any Canadian stock exchange or traded in the over-the counter market, then the Current Market Price shall be determined by such firm of
independent chartered accountants as may be selected by the directors of the Company; 


  

	 	(q)	 “Deadline Date” means October 16, 2015; 



 

	 	(r)	 “Deemed Exercise Date” means the first Business Day after the earlier of: 



 

	 	(i)	 the Deadline Date; and 


  

	 	(ii)	 the U.S. Listing Date; 


  

	 	(s)	 “Deemed Exercise Time” means 4:00 p.m. (Vancouver time) on the Deemed Exercise Date; 



 

	 	(t)	 “Depository” means CDS Clearing and Depository Services Inc. or such other Person as is designated in writing by the Company to
act as depository in respect of the Special Warrants; 


  

	 	(u)	 “Designated Provinces” means each of the Provinces of British Columbia and Ontario; 



 

	 	(v)	 “director” means a director of the Company for the time being and, unless otherwise specified herein, a reference to an action by
the directors means an action by the directors of the Company as a board or, whenever duly empowered, action by a committee of such board; 


  

	 	(w)	 “Dividends paid in the Ordinary Course” means such dividends payable in cash (or in securities, property or assets of equivalent
value) declared payable on a Common Share in any fiscal year of the Company to the extent that such dividends in the aggregate do not exceed in amount or value the greater of: 



 

	 	(i)	 100% of the aggregate amount or value of the dividends declared payable by the Company on the Common Shares in the period of 12 consecutive months
ended immediately prior to the first calendar day of such fiscal year; and 


  

	 	(ii)	 50% of the consolidated net earnings of the Company, before extraordinary items and after dividends paid on any and all Common Shares of the
Company (if any) for the period of 12 consecutive months ended immediately prior to the first calendar day of such fiscal year (such consolidated net earnings to be as shown in the audited consolidated




  
 3 









	 	 
financial statements of the Company for such 12 month period or, if there are no audited financial statements in respect of such period, computed in accordance with generally accepted accounting
principles consistent with those applied in the preparation of the most recent audited consolidated financial statements of the Company); 



and for such purposes the amount of any dividends paid in other than cash or shares of the Company shall be the fair market
value of such dividends as determined by the directors; 
  

	 	(x)	 “Indenture”, “herein”, “hereto”, “hereunder”, “hereof”,
“hereby” and similar expressions mean or refer to this Indenture and not to any particular Article, Section, paragraph, clause, subdivision or portion hereof and include any indenture, deed or instrument supplemental or ancillary
hereto; and the expressions “Article”, “Section” and “paragraph” followed by a number mean and refer to the specified Article, Section or paragraph of this Indenture; 



 

	 	(y)	 “Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more
entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Special Warrant Agent’s internal procedures customary at such time for the entry, change or
deletion made to be complete under the operating procedures followed at the time by the Special Warrant Agent, it being understood that neither preparation and issuance shall constitute part of such procedures for any purpose of this definition;



  

	 	(z)	 “NASDAQ” means one of the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market market tiers of the
NASDAQ Stock Market LLC (a U.S. national securities exchange); 


  

	 	(aa)	 “NYSE” means the NYSE MKT LLC (a U.S. national securities exchange); 



 

	 	(bb)	 “Private Placement” means the private placement of up to 4,363,636 Special Warrants pursuant to the Agency Agreement;



  

	 	(cc)	 “Purchase Price” means US$2.75 per Special Warrant; 



 

	 	(dd)	 “Retraction Period” means within 30 calendar days after a Change of Control; 



 

	 	(ee)	 “SEC” means the United States Securities and Exchange Commission; 



 

	 	(ff)	 “Special Warrant” means a special warrant of the Company created by the Company and issued hereunder for the Purchase Price and
entitling the holder thereof to acquire one Common Share upon exercise or deemed exercise thereof, subject to adjustment in accordance with this Indenture, without payment of additional consideration, subject to adjustment as set out herein;



  

	 	(gg)	 “Special Warrant Agent” means Computershare Trust Company of Canada, a trust company existing under the laws of Canada, in its
capacity as special warrant agent hereunder, having an office at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9 or such other address as it shall inform the Company
and the Special Warrantholders from time to time; 


  

	 	(hh)	 “Special Warrant Certificate” means a certificate evidencing one or more Special Warrants issuable hereunder, substantially in the
form attached hereto as Schedule “A”; 


  

	 	(ii)	 “Special Warrantholder” means the registered holder from time to time of an outstanding Special Warrant; 



 

	 	(jj)	 “Subsidiary of the Company” means a corporation of which voting securities carrying a majority of the votes attached to all
outstanding voting securities of the Company are owned, directly or indirectly, by the Company or by one or more subsidiaries of the Company, or by the Company and one or more subsidiaries of the Company, and, as used in this definition, voting
securities means securities, other than debt securities, carrying a voting right to elect directors either under all circumstances or under some circumstances that may have occurred and are continuing; 



  
 4 









	 	(kk)	 “Trading Day” means any day on which the facilities of the TSX Venture Exchange, or, if the Common Shares are not listed thereon,
the facilities of any stock exchange on which the Common Shares are listed, are open for trading; 


  

	 	(ll)	 “Uncertificated Warrant” means any Special Warrant which is not represented by a Special Warrant Certificate;



  

	 	(mm)	 “U.S. Listing Date” means the date on which the Common Shares first begin to trade on either NASDAQ or the NYSE;



  

	 	(nn)	 “United States” means the United States of America, its territories and possessions, any State of the United States and the
District of Columbia; 


  

	 	(oo)	 “Warrant Shares” means the Common Shares issuable upon the exercise or deemed exercise of the Special Warrants;



  

	 	(pp)	 “Voluntary Retraction Price” means 110% of the Purchase Price; 



 

	 	(qq)	 “1933 Act” means the United States Securities Act of 1933, as the same has been, and hereafter from time to time, may be
amended; and 


  

	 	(rr)	 “1934 Act” means the United States Securities Exchange Act of 1934, as the same has been, and hereafter from time to time,
may be amended. 


  

	1.2	 Headings 



The division of this Indenture into Articles, Sections or other subdivisions, the provision of a Table of Contents and the
insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or the Special Warrants. 
  

	1.3	 Gender 



Words importing the singular number also include the plural and vice versa and words importing the masculine gender include the
feminine gender. 
  

	1.4	 Weekends and Holidays 



If the date for the taking of any action under this Indenture expires on a calendar day which is not a Business Day, such
action may be taken on the next succeeding Business Day with the same force and effect as if taken within the period for the taking of such action. 
  

	1.5	 Meaning of “Outstanding” 



Every Special Warrant represented by a Special Warrant Certificate countersigned by the Special Warrant Agent and delivered to
the holder thereof is deemed to be outstanding until it is cancelled or delivered to the Special Warrant Agent for cancellation or until the Deemed Exercise Time. Where a new Special Warrant Certificate has been issued pursuant to Section 2.9
to replace one which has been mutilated, lost, stolen or destroyed, the Special Warrants represented by only one of such Special Warrant Certificates are counted for the purpose of determining the aggregate number of Special Warrants outstanding. A
Special Warrant Certificate representing a number of Special Warrants which has been partially exercised will be deemed to be outstanding only to the extent of the unexercised portion of the Special Warrants. 

  
 5 









	1.6	 Time 



Time is of the essence hereof and in respect of each Special Warrant Certificate. 

 

	1.7	 Applicable Law 



This Indenture and each Special Warrant Certificate are subject to and construed in accordance with the laws of the Province of
British Columbia and the laws of Canada applicable therein. Each of the parties hereto, which shall include the Special Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect
to all matters arising out of this Indenture and the transactions contemplated herein. 
  

	1.8	 Severability 



Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law.
In the event that any provision hereof shall be determined to be invalid, illegal or unenforceable in any respect under applicable law the validity, legality and enforceability of the remainder of such provision and any other provision hereof shall
not be affected or impaired thereby. 
  

	1.9	 Currency 



All references to currency herein are to Canadian dollars unless otherwise indicated. 

 

	1.10	 Conflicts 



In the event of any conflict or inconsistency between the provisions of this Indenture and the Special Warrant Certificates,
the provisions of this Indenture will govern. 
  

	1.11	 Schedules 



The attached Schedule “A” is incorporated into and forms part of this Indenture. 

 

	2.	 ISSUE AND PURCHASE OF SPECIAL WARRANTS 


  

	2.1	 Creation, Form and Terms of Special Warrants 



 

	 	(a)	 The Company hereby creates and authorizes for issuance up to 4,363,636 Special Warrants at the Purchase Price, each such Special Warrant entitling
a Special Warrantholder to acquire one Warrant Share (subject to adjustment in accordance with Article 4) at no additional cost. 


  

	 	(b)	 Subject to the provisions hereof, the Special Warrants issued under this Indenture are limited in the aggregate to 4,363,636 Special Warrants;
provided that the number of Warrant Shares is subject to increase or decrease so as to give effect to the adjustments required by Article 4. 


  

	2.2	 Form of Warrants, Certificated Warrants 



The Special Warrants may be issued in both certificated and uncertificated form. Each Special Warrant originally issued to a
person within the United States will be evidenced in certificated form only and bear the applicable legends as set forth herein. All Special Warrants issued in certificated form shall be evidenced by a Special Warrant Certificate (including all
replacements issued in accordance with this Indenture), substantially in the form set out in Schedule “A” hereto, which shall be dated as of the Closing Date, shall bear such distinguishing letters and numbers as the Company may, with the
approval of the Special Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Special Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being
evidenced by a book position on the register of Special Warrantholders to be maintained by the Special Warrant Agent. 

  
 6 









	2.3	 Book Entry Only Warrants 


  

	 	(a)	 Reregistration of beneficial interests in and transfers of Special Warrants held by the Depository, if any, shall be made only through the book
entry registration system and no Special Warrant Certificates shall be issued in respect of such Special 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, as determined by the Company, from time to time. Except as provided herein, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Special Warrants registered in their names and shall not receive or
be entitled to receive Special Warrants in definitive form or to have their names appear in the register. Notwithstanding any terms set out herein, Special Warrants having any legend set forth in Section 2.4(f) herein and held in the name of
the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Special Warrant Agent and in accordance with the Internal Procedures of the Special Warrant Agent. 



 

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


  

	 	(i)	 the Depository notifies the Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants
and the Company is unable to locate a qualified successor; 


  

	 	(ii)	 the Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS
Global Warrants and the Company is unable to locate a qualified successor; 


  

	 	(iii)	 the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Company is unable to locate a qualified
successor; 


  

	 	(iv)	 the Company determines that the Special Warrants shall no longer be held as Book Entry Only Warrants through the Depository; 



 

	 	(v)	 such right is required by applicable law, as determined by the Company and the Company’s counsel; or 



 

	 	(vi)	 such registration is effected in accordance with the internal procedures of the Depository and the Special Warrant Agent, 



following which, Special Warrants for those holders requesting the same shall be registered and issued to the beneficial
owners of such Special Warrants or their nominees as directed by the holder. The Company shall provide an Officer’s Certificate giving notice to the Special Warrant Agent of the occurrence of any event outlined in this Section. 

 

	 	(c)	 Every Special 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 or any portion thereof, 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 the Depository for such CDS Global Warrant or a nominee thereof.



  

	 	(d)	 Notwithstanding anything to the contrary in this Indenture, the CDS Global Warrant, if issued, will be issued as an Uncertificated Warrant, unless
otherwise requested in writing by the Depository or the Company. 


  

	 	(e)	 The rights of beneficial owners of Special Warrants who hold securities entitlements in respect of the Special Warrants through the book entry
registration system shall be limited to those 



  
 7 









	 	 
established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Special
Warrants who hold securities entitlements in respect of the Special Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the
Depository. 


  

	 	(f)	 Notwithstanding anything herein to the contrary, neither the Company nor the Special 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 Special 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 Special Warrant represented by an electronic position in the book entry registration system (other than
the Depository or its nominee); 


  

	 	(ii)	 maintaining, supervising or reviewing any records of the Depository or any Book Entry Only 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 Entry Only Participant. 


  

	 	(g)	 The Company may terminate the application of this Section in its sole discretion in which case all Special Warrants shall be evidenced by Special
Warrant Certificates registered in the name of a Person other than the Depository. 


  

	2.4	 Special Warrant Certificate 


  

	 	(a)	 For Special Warrants issued in certificated form, the form of certificate representing Special Warrants shall be substantially as set out in
Schedule “A” hereto or such other form as is authorized from time to time by the Special Warrant Agent. Each Special Warrant Certificate shall be Authenticated manually on behalf of the Special Warrant Agent. Each Special Warrant
Certificate shall be signed by any one duly authorized signatory of the Company; whose signature shall appear on the Special 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 Company as if it had been signed manually. Any Special Warrant Certificate which has one signature as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose
signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Special Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another,
as the Special Warrant Agent may determine. 


  

	 	(b)	 The Special Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial
payment, or otherwise) by completing its Internal Procedures and the Company 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 Special 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 Company. 


  

	 	(c)	 No Special Warrant shall be considered 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 Special Warrant Agent. Authentication by the Special Warrant Agent, including by way of entry on the 



  
 8 









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


  

	 	(d)	 No Special Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder
thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf of the Special Warrant Agent substantially in the form of the Special Warrant Certificate set out in Schedule “A” hereto. Such
Authentication on any such Special Warrant Certificate shall be conclusive evidence that such Special Warrant Certificate is duly Authenticated and is valid and a binding obligation of the Company and that the holder is entitled to the benefits of
this Indenture. 


  

	 	(e)	 No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture,
until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a
valid and binding obligation of the Company and that the holder is entitled to the benefits of this Indenture. 


  

	 	(f)	 Each CDS Global Warrant originally issued in Canada and held by the Depository, and each 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 Company may prescribe from time to time: 



“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC.
(“CDS”) TO ESSA PHARMA INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS, OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED HOLDER HEREOF, CDS, HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” 

 

	2.5	 Transferability and Ownership of Special Warrants 



 

	 	(a)	 The Company hereby appoints the Special Warrant Agent as registrar of the Special Warrants, whether certificated or uncertificated, which shall
contain the information called for below with respect to each Special Warrant, together with such other information as may be required by law or as the Special Warrant Agent may elect to record. All such information shall be kept in one set of
accounts and records, at the Special Warrant Agent’s Vancouver office set forth in Section 1.1, which the Special 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 Special Warrants. The information to be entered for each account in the register of Special Warrants at any time shall include (without limitation): 



 

	 	(i)	 the name and address of the holder of the Special Warrants, the date of Authentication thereof and the number of Special Warrants;




  
 9 









	 	(ii)	 whether such Special Warrant is certificated or uncertificated and, if certificated, the unique number or code assigned to and imprinted thereupon
and, if an uncertificated, the unique number or code assigned thereto if any; 


  

	 	(iii)	 whether such Special Warrant has been cancelled; and 


  

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



 The register shall be available for inspection by the Company and or any Special Warrantholder during
the Special Warrant Agent’s regular business hours on a Business Day and upon payment to the Special Warrant Agent of its reasonable fees. Any Special Warrantholder exercising such right of inspection shall first provide an affidavit in form
satisfactory to the Company and the Special Warrant Agent stating the name and address of the Special Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Special Warrantholders or to
influence the voting of Special Warrantholders at any meeting of Special Warrantholders. 
  

	 	(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 Special Warrant Agent from the holder as provided herein, except that the Special Warrant Agent may act unilaterally to make
purely administrative changes internal to the Special 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 Special Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Special Warrant Agent, promptly upon written demand, the full amount of all loss and expense
(including without limitation reasonable legal fees of the Company and the Special Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Special Warrant Agent), sustained by the Company or the Special 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 Special Warrant Agent; provided that no person who is a bona fide purchaser shall have any
such obligation to the Company or to the Special Warrant Agent. 


  

	 	(c)	 The Special Warrant Certificates may only be transferred by the Special Warrantholder (or its legal representatives or its attorney duly
appointed), in accordance with applicable laws and upon compliance with the conditions herein, on the register kept at the office of the Special Warrant Agent pursuant to Section 2.5(a) by delivering to the Special Warrant Agent’s
Vancouver office a duly executed Form of Transfer attached as Appendix 2 to the Special Warrant Certificate and complying with such other reasonable requirements as the Company and the Special Warrant Agent may prescribe and such transfer shall be
duly noted on the register by the Special Warrant Agent. In the case of Uncertificated Warrants, the Special Warrants may only be transferred in accordance with the procedures of the Depository under the book-entry only registration system.



  

	 	(d)	 Notwithstanding anything contained in this Indenture, in the Special Warrant Certificate or in any subscription agreements under which Special
Warrants were issued and sold, the Special Warrant Agent, relying solely on the Form of Transfer or such other reasonable requirements as the Company and Special Warrant Agent may prescribe pursuant to Section 2.5(b) or this Section shall not
register any transfer of a Special Warrant unless the transfer is made in compliance with this Section. 



  
 10 









	 	(e)	 If a Special Warrantholder (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of
the Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 5.9(a) hereof, or any of the Warrant Shares underlying such Special Warrant Certificate, they may be offered, sold, pledged or otherwise
transferred only: 


  

	 	(i)	 to the Company; 


  

	 	(ii)	 outside the United States in compliance with the requirements of Rule 904 of Regulation S under the 1933 Act, as applicable, and in compliance with
applicable local laws and regulations; 


  

	 	(iii)	 pursuant to a registration statement that has been declared effective under the 1933 Act and is available for resale of the Special Warrants; or



  

	 	(iv)	 in compliance with an exemption from registration under the 1933 Act including Rule 144 or Rule 144A thereunder, if available, and, in each case,
in compliance with any applicable state securities laws. 


 provided that, in the event of a
transfer of Special Warrants pursuant to the foregoing clause (ii) or (iv), the Company will require a legal opinion of counsel of recognized standing, or other evidence, reasonably satisfactory to the Company that such transfer is exempt from
registration under the 1933 Act and applicable state securities laws; 
  

	 	(f)	 The Company shall direct the Special Warrant Agent as to matters related to the applicable hold periods and applicable securities legislation. The
Special Warrant Agent shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Special Warrants or any Warrant Shares or other securities issuable upon the
exercise of any Special Warrants. The Special Warrant Agent shall be entitled to process all proffered transfers and exercises of Special Warrants upon the presumption that such transfers or exercises are permissible pursuant to all applicable laws
and regulatory requirements and the terms of this Indenture. The Special Warrant Agent may assume for the purposes of this Indenture that the address on the register of Special Warrantholders of any Special Warrantholder is the actual address of
such Special Warrantholder and is also determinative of the Special Warrantholder’s residency and that the address of any transferee to whom any Special Warrants or any Warrant Shares are to be registered, as shown on the transfer document, is
the transferee’s actual address and is also determinative of the transferee’s residency. 


  

	 	(g)	 Upon any transfer of Special Warrants in accordance with the provisions of this Indenture, the Company shall covenant and agree with the Special
Warrant Agent, on behalf of the transferee holder and with the transferee holder, that the transferee holder is a permitted assignee of the transferring holder and, for greater certainty, shall be entitled to any contractual or other right of
withdrawal or rescission that may be available to such transferee holder under Applicable Legislation. Should a holder of Special Warrants or such transferee holder exercise any legal, statutory, contractual or other right of withdrawal or
rescission that may be available to it, the Special Warrant Agent shall not be responsible for ensuring the Special Warrants or the exercise of Special Warrants is cancelled and a refund of the holder’s funds is paid back to the holder. In such
cases, the holder shall seek a refund directly from the Company and subsequently, the Company shall instruct the Special Warrant Agent in writing, to cancel the Special Warrants or exercise transaction and any underlying shares on the register,
which may have already been issued upon the Special Warrant exercise. 


  

	 	(h)	 A person who furnishes evidence that he is, to the reasonable satisfaction of the Special Warrant Agent: 



 

	 	(i)	 the executor, administrator, heir or legal representative of the heirs of the estate of a deceased Special Warrantholder; 



  
 11 









	 	(ii)	 a guardian, committee, trustee, curator or tutor representing a Special Warrantholder who is an infant, an incompetent person or a missing person;
or 


  

	 	(iii)	 a liquidator or, a trustee in bankruptcy for, a Special Warrantholder, 



may, as hereinafter stated, by surrendering such evidence together with the Special Warrant Certificate in question to the
Special Warrant Agent (by delivery or mail as set forth in Section 9.1 hereof), and subject to such reasonable requirements as the Special Warrant Agent may prescribe and all applicable securities legislation and requirements of regulatory
authorities, become noted upon the register of Special Warrantholders. After receiving the surrendered Special Warrant Certificate and upon the person surrendering the Special Warrant Certificate meeting the requirements as hereinbefore set forth,
the Special Warrant Agent shall forthwith give written notice thereof together with confirmation as to the identity of the person entitled to become the holder to the Company. Forthwith after receiving written notice from the Special Warrant Agent
as aforesaid, the Company shall cause a new Special Warrant Certificate to be issued and sent to the new holder and the Special Warrant Agent shall alter the register of holders accordingly. 

 

	 	(i)	 The Company and the Special Warrant Agent shall deem and treat the registered holder of any Special Warrant as the absolute legal and beneficial
owner thereof for all purposes, free from all equities or rights of set off or counterclaim between the Company and any previous holder of such Special Warrant, save in respect of equities of which the Company is required to take notice by statute
or by order of a court of competent jurisdiction, and neither the Company nor the Special Warrant Agent is affected by any notice to the contrary. 


  

	 	(j)	 Subject to the provisions of this Indenture and applicable law, each Special Warrantholder is entitled to the rights and privileges attaching to
the Special Warrants, and the issue of the Warrant Shares by the Company on exercise of Special Warrants by any Special Warrantholder in accordance with the terms and conditions herein contained discharges all responsibilities of the Company and the
Special Warrant Agent with respect to such Special Warrants and neither the Company nor the Special Warrant Agent is bound to inquire into the title of any such registered holder. 



 

	 	(k)	 A reasonable charge will be levied on a presenter of a Special Warrant Certificate pursuant to this indenture for the transfer of any Special
Warrant. 


  

	 	(l)	 Notwithstanding any other provision of this Section 2.5, in connection with any transfer of Special Warrants, the transferor and transferee
shall comply with all reasonable requirements of the Special Warrant Agent as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer or the sale of such Special
Warrants to the Company pursuant to Section 2.12. 


  

	2.6	 Special Warrantholders Not Shareholders 



A Special Warrantholder is not deemed or regarded as a shareholder of the Company nor is such Special Warrantholder entitled to
any right or interest except as is expressly provided in this Indenture and in the Special Warrant Certificates. 
  

	2.7	 Signing of Special Warrants 



Any one director or officer of the Company shall sign the Special Warrant Certificates either manually or by facsimile or
electronic signature. A facsimile or other electronic signature upon any Special Warrant Certificate is, for all purposes hereof, deemed to be the signature of the person whose signature it purports to be and to have been signed at the time such
facsimile or electronic signature is reproduced. If a person whose signature, either manually, in facsimile or in other electronic format, appears on a Special Warrant Certificate is not a director or officer of the Company at the date of this
Indenture or at the date of the countersigning and delivery of such Special Warrant Certificate, such fact does not affect in any way the validity of the Special Warrants or the entitlement of the Special Warrantholder to the benefits of this
Indenture or of the Special Warrant Certificate. 

  
 12 









	2.8	 Countersigning 



The Special Warrant Agent shall countersign the Special Warrant Certificates and Authenticated Uncertificated Warrants upon the
written direction of the Company. No Special Warrant Certificate shall be issued, or if issued, is valid or exercisable or entitles the holder thereof to the benefits of this Indenture until the Special Warrant Certificate has been manually
countersigned by the Special Warrant Agent or the Uncertificated Warrant has been Authenticated by the Special Warrant Agent, as the case may be. The countersignature or Authentication by or on behalf of the Special Warrant Agent will be conclusive
evidence as against the Company that the Special Warrant Certificate so countersigned or Uncertificated Warrant so Authenticated has been duly issued hereunder and that the holder is entitled to the benefit hereof. The countersignature by or on
behalf of the Special Warrant Agent on any Special Warrant Certificate or the Authentication of any Uncertificated Warrant by or on behalf of the Special Warrant Agent is not to be construed as a representation or warranty by the Special Warrant
Agent as to the validity of this Indenture or of the Special Warrants or as to the performance by the Company of its obligations under this Indenture and the Special Warrant Agent is in no way liable or answerable for the use made of the Special
Warrants or the proceeds from the issuance thereof, except as specified by this Indenture. The countersignature or Authentication, as the case may be, by or on behalf of the Special Warrant Agent is, however, a representation and warranty of the
Special Warrant Agent that the Special Warrant Certificate has been duly countersigned by or on behalf of the Special Warrant Agent pursuant to the provisions of this Indenture. 

 

	2.9	 Loss, Mutilation, Destruction or Theft of Special Warrants 



In case any of the Special Warrant Certificates issued and countersigned hereunder is mutilated or lost, destroyed or stolen,
the Company, in its discretion, may issue and thereupon the Special Warrant Agent will countersign and deliver a new Special Warrant Certificate of like date and tenor, and bearing the same legend, as applicable, in exchange for and in place of the
one mutilated, lost, destroyed or stolen and upon surrender and cancellation of such mutilated Special Warrant Certificate or in lieu of and in substitution for such lost, destroyed or stolen Special Warrant Certificate and the substituted Special
Warrant Certificate entitles the holder thereof to the benefits hereof and ranks equally in accordance with its terms with all other Special Warrants issued hereunder. 

The Special Warrantholder applying for the issue of a new Special 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 Company and the Special Warrant Agent such evidence of ownership and of the loss, destruction or theft of the
Special Warrant Certificate so lost, destroyed or stolen as is satisfactory to the Company in their discretion. The Company and the Special Warrant Agent shall also, as a condition precedent to issuing a new Special Warrant Certificate, require such
applicant to furnish an indemnity and surety bond in amount and form satisfactory to the Company and Special Warrant Agent in their sole discretion, and the applicant shall pay the reasonable charges of the Company and the Special Warrant Agent in
connection therewith. 
  

	2.10	 Exchange of Special Warrants 



A Special Warrantholder may, upon compliance with the reasonable requirements of the Special Warrant Agent (including
compliance with applicable securities laws) at any time prior to the Deemed Exercise Time, by written instruction delivered to the Special Warrant Agent at the office of the Special Warrant Agent set forth in Section 1.1, exchange his Special
Warrant Certificates for Special Warrant Certificates evidencing Special Warrants in other denominations entitling the Special Warrantholder to acquire in the aggregate the same number of Warrant Shares to which it was entitled to acquire under the
Special Warrant Certificates so surrendered, in which case the Special Warrant Agent may make a charge sufficient to reimburse it for any government fees or charges required to be paid and such reasonable fees as the Special Warrant Agent may
determine for every Special Warrant Certificate issued upon exchange. The Special Warrantholder surrendering such Special Warrant Certificate shall bear such fee and charge. Payment of the charges is a condition precedent to the exchange of the
Special Warrant Certificate. The Company shall sign and the Special Warrant Agent shall countersign all Special Warrant Certificates necessary to carry out exchanges as aforesaid. 

Special Warrant Certificates exchanged for Special Warrant Certificates that bear the legend set forth in Section 5.9 shall bear the same
legend. 

  
 13 









	2.11	 Ranking 



All Special Warrants will have the same attributes and rank pari passu regardless of the date of actual issue. 

 

	2.12	 Purchase of Special Warrants for Cancellation 



Subject to applicable law, the Company may, at any time or from time to time, purchase all or any of the Special Warrants in
the market, by private contract or otherwise, on such terms as the Company may determine and as agreed to by the holder of such Special Warrants. The Special Warrant Certificates representing the Special Warrants purchased hereunder by the Company
shall immediately following purchase, be delivered to and cancelled by the Special Warrant Agent and no Special Warrants shall be issued in substitution therefor. In the case of Uncertificated Warrants, the Special Warrants purchased pursuant to
this Section 2.12 shall be reflected accordingly on the register of the Special Warrants and in accordance with procedures prescribed by the Depository under the book-entry registration system. No Special Warrants shall be issued in replacement
thereof. 
  

	2.13	 Cancellation of Surrendered Special Warrants 



All Special Warrant Certificates surrendered pursuant to Article 5 shall be cancelled by the Special Warrant Agent and upon
such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Special Warrant Agent. 
  

	3.	 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY 



So long as any Special Warrants remain outstanding, the Company represents, warrants, covenants and agrees with the Special
Warrant Agent for the benefit of the Special Warrant Agent and Special Warrantholders as follows: 
  

	3.1	 To Issue Special Warrants and Reserve Common Shares 



That it is duly authorized to create and issue the Special Warrants and that the Special Warrants, when issued and
countersigned by the Special Warrant Agent, will be valid and enforceable against the Company in accordance with their terms and the terms of this Indenture and that, subject to the provisions of this Indenture, the Company shall cause the Warrant
Shares acquired pursuant to the exercise or deemed exercise of Special Warrants and the certificates representing such securities, to be duly issued and delivered in accordance with the terms of the Special Warrants and this Indenture without
payment of additional consideration by the Special Warrantholders. At all times while any of the Special Warrants are outstanding, the Company shall reserve and allot out of its authorized capital a number of Common Shares sufficient to enable the
Company to meet its obligations to issue Warrant Shares in respect of the exercise or deemed exercise of all Special Warrants outstanding from time to time. All Warrant Shares acquired pursuant to the exercise or deemed exercise of the Special
Warrants shall be fully paid and non-assessable and free and clear of all encumbrances arising through or under the Company. 
  

	3.2	 To Execute Further Assurances 



That it shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts,
deeds and assurances in law as may reasonably be required for the better accomplishing and effecting of the intentions and provisions of this Indenture. 
  

	3.3	 To Carry On Business 



That subject to the express provisions hereof, the Company and any Subsidiary of the Company shall carry on and conduct and
shall cause to be carried on and conducted its business in the same manner as heretofore carried on and conducted and in accordance with industry standards and good business practice, provided, however, that the Company or any Subsidiary of
the Company may cease to operate or may dispose of any business, premises, property, assets or operation if in the opinion of the directors or officers of the Company or any Subsidiary of the Company, as the case may be, it would be advisable and in
the best interests of the Company or any Subsidiary of the Company, as the case may be, to do so, and subject to the express provisions hereof, it shall do or cause to be 

  
 14 








 
done all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that (subject to Article 4 hereof) nothing herein contained shall
prevent the amalgamation, consolidation, merger, sale, winding-up or liquidation of the Company or any Subsidiary of the Company or the abandonment of any rights and franchises of the Company or any Subsidiary of the Company if, in the opinion of
the directors or officers of the Company or any Subsidiary of the Company, as the case may be, it is advisable and in the best interest of the Company or of such Subsidiary of the Company to do so. 

 

	3.4	 No Breach of Constating Documents 



That the issue and sale of the Special Warrants and the issue of the Warrant Shares do not or will not conflict with any of the
terms, conditions or provisions of the constating documents of the Company or the articles or resolutions of the Company or any trust indenture, loan agreement or any other agreement or instrument to which the Company or any Subsidiary is
contractually bound as of the date of this Indenture. 
  

	3.5	 Notices to Special Warrant Agent 



That, at least one Business Day prior to the U.S. Listing Date, the Company shall: 

 

	 	(a)	 give written notice to the Special Warrant Agent and the Agent of the U.S. Listing Date; and 



 

	 	(b)	 if applicable, provide written confirmation to the Special Warrant Agent and the Agent of any adjustment that has been made pursuant to
Article 4. 


  

	3.6	 Securities Qualification Requirements 



That if any instrument is required to be filed with or any permission, order or ruling is required to be obtained from the
Commissions or any other step is required under any federal or provincial law of the Designated Provinces before any securities or property which a Special Warrantholder is entitled to receive pursuant to the exercise or deemed exercise of a Special
Warrant may properly and legally be delivered upon the due exercise or deemed exercise of a Special Warrant, the Company covenants that it shall use its reasonable best efforts to make such filing, obtain such permission, order or ruling and take
all such action, at its expense, as is required or appropriate in the circumstances. 
  

	3.7	 Satisfy Covenants 



That the Company will comply with all covenants and satisfy all terms and conditions on its part to be performed and satisfied
under this Indenture and advise the Special Warrant Agent promptly in writing of any default under the terms of this Indenture. 
  

	3.8	 Performance of Covenants by Special Warrant Agent 



If the Company shall fail to perform any of its covenants contained in this Indenture and the Company has not rectified such
failure within ten Business Days after receiving notice of such failure by the Special Warrant Agent, the Special Warrant Agent may notify the Special Warrantholders of such failure on the part of the Company or may itself perform any of the
covenants capable of being performed by it but, shall be under no obligation to perform said covenants or to notify the Special Warrantholders of such performance by it. No such performance, expenditure or advance by the Special Warrant Agent shall
relieve the Company of any default hereunder or of its continuing obligations under the covenants herein contained. 
  

	3.9	 Special Warrant Agent’s Remuneration and Expenses 



The Company will pay the Special Warrant Agent from time to time such reasonable remuneration for its services hereunder as may
be agreed upon between the Company and the Special Warrant Agent and will pay or reimburse the Special Warrant Agent upon its request for all reasonable expenses and disbursements and advances properly incurred or made by the Special Warrant Agent
in the administration or execution of the trusts hereby created (including the reasonable compensation and disbursements of its counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and
thereafter until all duties of the Special Warrant 

  
 15 








 
Agent hereunder shall be finally and fully performed, except any such expense, disbursement advance as may arise from the gross negligence or wilful misconduct of the Special Warrant Agent. Any
amount owing hereunder and remaining unpaid after 30 calendar days from the invoice date will bear interest at the then current rate charged by the Special Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall
survive the resignation of the Special Warrant Agent and/or the termination of this Indenture. 
  

	3.10	 Trust for Special Warrantholder’s Benefit 



The covenants of the Company to the Special Warrant Agent provided for in this Indenture shall be held in trust by the Special
Warrant Agent for the benefit of the Special Warrantholders. 
  

	3.11	 Notice to Special Warrantholders of Certain Events 



The Company covenants with the Special Warrant Agent for the benefit of the Special Warrant Agent and the Special
Warrantholders that, so long as any of the Special Warrants are outstanding, it will not: 
  

	 	(a)	 pay any dividend payable in shares of any class to the holders of its Common Shares or make any other distribution (other than a cash distribution
made as a dividend out of retained earnings or contributed surplus legally available for the payment of dividends) to the holders of its Common Shares; 


  

	 	(b)	 offer to the holders of its Common Shares rights to subscribe for or to purchase any Common Shares or shares of any class or any other securities,
rights, warrants or options; 


  

	 	(c)	 make any repayment of capital on, or distribution of evidences of indebtedness on, any of its assets (excluding cash dividends) to the holders of
Common Shares; 


  

	 	(d)	 amalgamate, consolidate or merge with any other person or sell or lease the whole or substantially the whole of its assets or undertaking;



  

	 	(e)	 effect any subdivision, consolidation or reclassification of its Common Shares; or 



 

	 	(f)	 liquidate, dissolve or wind-up, 



unless, in each such case, the Company will have given notice, in the manner specified in Section 9.2, to each Special Warrantholder, of
the action proposed to be taken and the date on which (a) the books of the Company will close or a record will be taken for such dividend, repayment, distribution, subscription rights or other rights, warrants or securities, or (b) such
subdivision, consolidation, reclassification, amalgamation, merger, sale or lease, dissolution, liquidation or winding-up will take place, as the case may be, provided that the Company will only be
required to specify in the notice those particulars of the action as will have been fixed and determined at the date on which the notice is given. The notice will also specify the date as of which the holders of Common Shares of record will
participate in the dividend, repayment, distribution, subscription of rights or other rights, warrants or securities, or will be entitled to exchange their Common Shares for securities or other property deliverable upon such reclassification,
amalgamation, merger, sale or lease, other disposition, dissolution, liquidation or winding-up, as the case may be. The notice will be given, with respect to the actions described in Sections (a), (b), (c), (d), (e) and (f) above not less
than 10 calendar days prior to the record date or the date on which the Company’s transfer books are to be closed with respect thereto. 
  

	3.12	 Closure of Share Transfer Books 



The Company further covenants and agrees that it will not during the period of any notice given under Section 9 close its
share transfer books or take any other corporate action which might deprive the Special Warrantholders of the opportunity of exercising their Special Warrants; provided that nothing contained in this Section 3.12 will be deemed to affect
the right of the Company to do or take part in any of the things referred to in Section 3.11 or to pay cash dividends on the shares of any class or clauses in its capital from time to time outstanding. 

  
 16 









	3.13	 Payment of Commissions 



The Company will not pay or give any commission or other remuneration within the meaning of Section 3(a)(9) of the 1933
Act to any person, directly or indirectly, for soliciting the exercise of the Special Warrants. 
  

	3.14	 Registration under the 1934 Act 



The Company warrants and covenants that, prior to listing the Common Shares on NASDAQ or the NYSE, all of the issued and
outstanding Common Shares will be registered under the 1934 Act. 
  

	4.	 ADJUSTMENT OF NUMBER OF WARRANT SHARES 


  

	4.1	 Adjustment of Number of Warrant Shares 



The rights to acquire Warrant Shares in effect at any date attaching to the Special Warrants are subject to adjustment from
time to time as follows: 
  

	 	(a)	 if and whenever at any time from the date hereof and prior to the Deemed Exercise Time, the Company: 



 

	 	(i)	 subdivides, redivides or changes its outstanding Common Shares into a greater number of shares; 



 

	 	(ii)	 consolidates, reduces or combines its outstanding Common Shares into a smaller number of shares; or 



 

	 	(iii)	 issues Common Shares or securities exchangeable for or convertible to Common Shares (“convertible securities”) 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 or convertible securities to such holders as Dividends paid in the Ordinary Course); 



(any of the above being a “Common Share Reorganization”), the number of Warrant Shares issuable upon the
exercise of each Special Warrant is adjusted immediately after the effective date of the Common Share Reorganization or on the record date for the issue of Common Shares or convertible securities by way of stock dividend, by multiplying the number
of Warrant Shares previously obtainable on the exercise of a Special Warrant by the fraction of which: 
  

	 	(A)	 the numerator is the total number of Common Shares outstanding immediately after the effective or record date of the Common Share Reorganization,
or, in the case of the issuance of exchangeable or convertible securities, the total number of Common Shares outstanding immediately after the effective or record date of the Common Share Reorganization plus the total number of Common Shares
issuable upon conversion or exchange of such convertible securities; and 


  

	 	(B)	 the denominator is the total number of Common Shares outstanding immediately prior to the applicable effective or record date of such Common Share
Reorganization; 


 and the Company and Special Warrant Agent, upon receipt of notice pursuant to
Section 4.4, shall make such adjustment successively whenever any event referred to in this Section 4.1(a) occurs and any such issue of Common Shares or convertible securities by way of a stock dividend is deemed to have occurred on the
record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 4.1(a). To the extent that any convertible securities are not converted into or exchanged for Common Shares, prior to
the expiration thereof, the number of Warrant Shares obtainable under each Special Warrant shall be readjusted to the number of Warrant Shares that is then obtainable based upon the number of Common Shares actually issued on conversion or exchange
of such convertible securities; 

  
 17 









	 	(b)	 if and whenever at any time from the date hereof and prior to the Deemed Exercise Time the Company shall fix a record date for the issue of rights,
options or warrants to all or substantially all of the holders of Common Shares under which such holders are entitled, during a period expiring not more than 45 calendar days after the record date for such issue (“Rights
Period”), to subscribe for or acquire Common Shares at a price per share to the holder of less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a “Rights
Offering”), then the number of Warrant Shares obtainable upon the exercise of each Special Warrant shall be adjusted effective immediately after the end of the Rights Period to a number determined by multiplying the number of Warrant Shares
obtainable upon the exercise thereof immediately prior to the end of the Rights Period by a fraction: 


  

	 	(i)	 the numerator of which shall be the number of Common Shares outstanding after giving effect to the Rights Offering and including the number of
Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering; and 


  

	 	(ii)	 the denominator of which shall be the aggregate of: 


  

	 	(A)	 the number of Common Shares outstanding as of the record date for the Rights Offering, and 



 

	 	(B)	 a number determined by dividing (1) the product of the number of Common Shares issued or subscribed during the Rights Period upon the exercise
of the rights, warrants, or options under the Rights Offering and the price at which such Common Shares are offered by (2) the Current Market Price of the Common Shares as of the record date for the Rights Offering; 



 

	 	(c)	 if and whenever at any time from the date hereof and prior to the Deemed Exercise Time the Company shall issue or distribute to all or to
substantially all of the holders of the Common Shares: 


  

	 	(i)	 securities of the Company including rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into
or exchangeable into any such shares or property or assets and including evidence of its indebtedness; or 


  

	 	(ii)	 any property (including cash) or other assets, 



and if such issuance or distribution does not constitute Dividends paid in the Ordinary Course, a Common Share Reorganization
or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the number of Warrant Shares obtainable upon the exercise of each Special Warrant shall be adjusted effective immediately after the
record date at which the holders of affected Common Shares are determined for purposes of the Special Distribution to a number determined by multiplying the number of Warrant Shares obtainable upon the exercise thereof in effect on such record date
by a fraction: 
  

	 	(iii)	 the numerator of which shall be the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common
Shares on such record date; and 


  

	 	(iv)	 the denominator of which shall be: 


  

	 	(A)	 the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date,
less 


  

	 	(B)	 the excess, if any, of (1) the fair market value on such record date, as determined by action by the directors (whose determination shall be
conclusive), to the holders of the Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution over (2) the fair market value of the consideration received therefor by the Company from the
holders of the Common Shares, as determined by action by the directors (whose determination shall be conclusive); 



  
 18 









	 	(d)	 if and whenever at any time from the date hereof and prior to the Deemed Exercise Time, there is a reclassification of the Common Shares or a
change in the Common Shares into other shares or securities, or a capital reorganization of the Company other than as described in Section 4.1(a) or the triggering of a shareholders’ rights plan or a consolidation, amalgamation,
arrangement or merger of the Company with or into any other body corporate, trust, partnership or other entity, or a transfer, sale or conveyance of the property and assets of the Company as an entirety or substantially as an entirety to any other
body corporate, trust, partnership or other entity, any of such events being referred to as a “Capital Reorganization”, every Special Warrantholder who has not exercised its right of acquisition, as at the effective date of such Capital
Reorganization is entitled to receive upon exercise in accordance with the terms and conditions hereof and shall accept, in lieu of the number of Warrant Shares obtainable under the Special Warrants to which it was previously entitled, the kind and
number of Warrant Shares or other securities or property of the Company that the Special 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
Special Warrantholder had been the registered holder of the number of Warrant Shares obtainable upon the exercise of Special Warrants then held, subject to adjustment thereafter in accordance with provisions of the same, as nearly as may be
possible, as those contained in this Section 4.1. The Company shall not carry into effect any action requiring an adjustment pursuant to this Section 4.1(d) unless all necessary steps have been taken so that the Special Warrantholders are
thereafter entitled to receive such kind and number of Warrant Shares, other securities or property. The Company will not enter into a Capital Reorganization unless its successor, or the purchasing body corporate, partnership, trust or other entity,
as the case may be, prior to or contemporaneously with any such Capital Reorganization, enters into an indenture which provides, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and
interests thereafter of the Special Warrantholders to the end that the provisions set forth in this Indenture are correspondingly made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a
Special Warrantholder is entitled on the exercise of his acquisition rights thereafter. An indenture entered into by the Company pursuant to the provisions of this Section 4.1(d) is deemed a supplemental indenture entered into pursuant to the
provisions of Article 7. An indenture entered into between the Company, any successor to the Company or any purchasing body corporate, partnership, trust or other entity and the Special Warrant Agent must provide for adjustments which are as
nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which apply to successive Capital Reorganizations; 


  

	 	(e)	 where this Section 4.1 requires that an adjustment becomes effective immediately after a record date or effective date, as the case may be,
for an event referred to herein, the Company may defer, until the occurrence of that event, issuing to the Special Warrantholder exercising his acquisition rights after the record date or effective date, as the case may be and before the occurrence
of that event the adjusted number of Warrant Shares, other securities or property issuable upon the exercise or deemed exercise of the Special Warrants by reason of the adjustment required by that event. If the Company relies on this
Section 4.1(e) to defer issuing an adjusted number of Warrant Shares, other securities or property to a Special Warrantholder, the Special Warrantholder has the right to receive any distributions made on the adjusted number of Warrant Shares,
other securities or property declared in favour of holders of record on and after the date of exercise or such later date as the Special Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of the
adjusted number of Warrant Shares, other securities or property; 



  
 19 









	 	(f)	 the adjustments provided for in this Section 4.1 are cumulative. After any adjustment pursuant to this Section 4.1, the term
“Warrant Shares” where used in this Indenture is interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section, the Special Warrantholder is entitled to
receive upon the exercise of his Special Warrant, and the number of Warrant Shares obtainable in any exercise made pursuant to a Special Warrant is interpreted to mean the number of Warrant Shares or other property or securities a Special
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 Special Warrant; 



 

	 	(g)	 notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Special Warrants if the issue of
Common Shares is being made pursuant to any stock option or stock purchase plan in force from time to time for directors, officers or employees of the Company; 



 

	 	(h)	 in the event of a question arising with respect to the adjustments provided for in this Section 4.1, that question shall be conclusively
determined by the Company’s auditors who shall have access to all necessary records of the Company, and a determination by the Company’s auditors is binding upon the Company, the Special Warrant Agent, all Special Warrantholders and all
other persons interested therein; and 


  

	 	(i)	 no adjustment in the number of Warrant Shares obtainable upon exercise of Special Warrants shall be made in respect of any event described in this
Section 4.1, other than the events referred in clauses (i) and (ii) of Section (b) thereof, if the Special Warrantholders are entitled to participate in such event on the same terms, mutatis mutandis, as if the Special
Warrantholders had exercised their Special Warrants prior to or on the effective date or record date of such event. 


  

	4.2	 Adjustment if U.S. Listing Date does not Occur on or Prior to the Deadline Date 



Should the U.S. Listing Date not occur on or prior to the Deadline Date, then following the Deadline Date (including, for the
avoidance of doubt, the Deemed Exercise Time), as to each Warrant Share underlying each Special Warrant immediately prior to the Deadline Date, such Special Warrant shall entitle the holder thereof to obtain 1.5 Warrant Shares upon deemed exercise
thereof. The foregoing adjustment shall be in addition to any adjustment provided for in Section 4.1 and shall be applied after giving effect to the adjustments provided for in Section 4.1. 

 

	4.3	 Proceedings Prior to any Action Requiring Adjustment 



As a condition precedent to the taking of any action which requires an adjustment in any of the acquisition rights pursuant to
the Special Warrants, including the number of Warrant Shares obtainable upon the exercise or deemed exercise thereof, the Company shall take any corporate action which may in its opinion be necessary in order that the Company or any successor to the
Company has unissued and reserved Common Shares in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Warrant Shares and may validly and legally deliver all other securities or property which the
Special Warrantholders are entitled to receive on the full exercise of the Special Warrants in accordance with the provisions hereof. 
  

	4.4	 Certificate of Adjustment 



The Company shall from time to time immediately after the occurrence of any event which requires an adjustment as provided in
Section 4.1 or Section 4.2, deliver a notice to the Special Warrantholders and the Special Warrant Agent specifying the nature of the event requiring the adjustment, the amount of the adjustment necessitated thereby, and setting forth in
reasonable detail the method of calculation and the facts upon which the calculation is based. In the event of a dispute about such calculation, the certificate shall be supported by a certificate of the Company’s auditors verifying such
calculation. The Special Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Company or the Company’s auditor and any other document filed by the Company pursuant to this Article 4 for all purposes. 

  
 20 









	4.5	 No Action After Notice 



The Company covenants with the Special Warrant Agent that it will not close its transfer books or take any other corporate
action which might deprive the holder of a Special Warrant of the opportunity of exercising the Special Warrants during the period of 14 calendar days after giving of the notice set forth in Section 4.4 hereof and 4.7 hereof. 

 

	4.6	 Protection of Special Warrant Agent 



The Special Warrant Agent shall not: 
  

	 	(a)	 at any time be under any duty or responsibility to a Special Warrantholder to determine whether any facts exist which require any adjustment
contemplated by Section 4.1 or Section 4.2, 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; 



 

	 	(b)	 be accountable with respect to the validity or value (or the kind or amount) 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 Special Warrant; 


  

	 	(c)	 be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver Warrant Shares or certificates for the
Warrant Shares upon the surrender of any Special Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article 4; and 



 

	 	(d)	 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
Company of any of the representations, warranties or covenants herein contained or of any acts of the Agent or servants of the Company. 


  

	4.7	 Notice of Special Matters 



The Company covenants with the Special Warrant Agent that so long as any Special Warrants remain outstanding it will give
notice, not less than 14 calendar days prior to the applicable record date, in the manner provided for in Article 9 to the Special Warrant Agent, each Special Warrantholder and to the Agent of any event which requires an adjustment to the
subscription rights attaching to any of the Special Warrants pursuant to this Article 4. The Company covenants and agrees that such notice shall contain the particulars of such event in reasonable detail and, if determinable, the required adjustment
in the manner provided for in Article 9. The Company further covenants and agrees that it shall promptly, as soon as the adjustment calculations are reasonably determinable, file a certificate of the Company with the Special Warrant Agent showing
how such adjustment shall be computed. 
  

	5.	 EXERCISE, RETRACTION AND CANCELLATION OF SPECIAL WARRANTS 



 

	5.1	 Notice of Deemed Exercise to Special Warrantholders 



Upon receipt of notice from the Company in accordance with Section 3.5, the Special Warrant Agent shall give written
notice, in the form to be provided by the Company to the Special Warrant Agent, to each Special Warrantholder, which notice will include a statement that any Special Warrants not exercised prior to the Deemed Exercise Time will be deemed to be
exercised pursuant to Section 5.3 and will include confirmation that no adjustment has occurred pursuant to Section 4.1 or Section 4.2, or if an adjustment has occurred, provide a certificate as set forth in Section 4.4 herein.

  

	5.2	 Voluntary Exercise of Special Warrants 



A Special Warrantholder may, at any time before the Deemed Exercise Time, exercise all or any number of the Special Warrants
outstanding which are then held by the Special Warrantholder, by surrendering to the Special Warrant Agent, at its principal transfer office in the City of Vancouver or at such additional place or places as may


  
 21 








 
be designated by the Company from time to time with the approval of the Special Warrant Agent during normal Business Hours on a Business Day, the Special Warrant Certificate or Special Warrant
Certificates representing the number of Special Warrants to be exercised, together with a duly completed and executed exercise form(s) in the form attached as Appendix 1 to the Special Warrant Certificate(s) in accordance with the instructions
attached as Appendix 4 to the Special Warrant Certificate and subject to compliance with such requirements as the Special Warrant Agent may reasonably impose to permit the tracking of such exercises from time to time. Voluntary exercise at a time
prior to the date that is four months and one day after the Closing Date is subject to compliance with, and may be restricted by, the securities laws of the Designated Provinces and is further subject to the Special Warrantholders providing such
assurances and executing such documents as may, in the reasonable opinion of the Company or the Special Warrant Agent, be required to ensure compliance with applicable securities laws. If, at the time of the voluntary exercise of the Special
Warrants pursuant to this Section 5.2, there remain restrictions on resale under applicable securities laws on the Warrant Shares so acquired, the Company, may, if required on the advice of counsel, endorse the certificates representing the
Warrant Shares with respect to those restrictions. Upon the voluntary exercise of Special Warrants pursuant to this Section 5.2, the Special Warrant Agent shall promptly thereafter and in any event within three Business Days: 

 

	 	(a)	 deliver certificates for the Warrant Shares to the address of the Special Warrantholder specified in the register of Special Warrants;



  

	 	(b)	 if so specified, deliver certificates for the Warrant Shares to the Special Warrantholder at the principal office of the Special Warrant Agent in
Vancouver, British Columbia; or 


  

	 	(c)	 deliver certificates for the Warrant Shares to the address of the Special Warrantholder specified in writing by the Special Warrantholder to the
Special Warrant Agent. 


 The exercise form attached to the Special Warrant Certificate shall not be
deemed to be duly completed if the name and mailing address of the holder do not appear legibly on such exercise form and such exercise form is not signed by the Special Warrantholder, his executor, administrator or other legal representative of
such holder’s attorney duly appointed. 
 Exercise notices must be delivered to the Special Warrant Agent at any time
during the Special Warrant Agent’s actual business hours on any Business Day prior to the Deemed Exercise Date. Any exercise notice received by the Special Warrant Agent after business hours on any Business Day other than the Deemed Exercise
Date will be deemed to have been received by the Special Warrant Agent on the next following Business Day. 
 Should an
exercise be processed through the Depository prior to the date that is four months and one calendar day after the Closing Date, the holder shall be required to withdraw its position from the Depository and receive from the Special Warrant Agent a
Special Warrant Certificate representing the Special Warrants so withdrawn. Such holder shall then be permitted to exercise its Special Warrants in accordance with this Section 5.2. 

 

	5.3	 Deemed Exercise of Special Warrants 



All Special Warrants not exercised by the Special Warrantholder pursuant to Section 5.2 prior to the Deemed Exercise Time
will be deemed to be exercised at the Deemed Exercise Time and deemed to have been surrendered by the Special Warrantholder without any further action on the part of the Special Warrantholder. In that event, the Special Warrant Agent shall, within
three Business Days thereafter, deliver in certificated form the Warrant Shares issued upon deemed exercise of the Special Warrants, registered in the name of the Special Warrantholders, to the addresses of the Special Warrantholders as specified in
the register for the Special Warrants or to such address as the Special Warrantholder may specify in writing to the Special Warrant Agent. 
  

	5.4	 Effect of Exercise of Special Warrants 



Upon the exercise or deemed exercise of the Special Warrants, each Special Warrantholder is, at that time, deemed to have
become the holder or holders of record of the Warrant Shares, in respect of which such Special Warrantholder’s Special Warrants are exercised or are deemed to have been exercised, unless the transfer registers of the Company shall be closed by
law on such date, in which case the Warrant Shares acquired shall be deemed to have been issued and such person or persons deemed to have become the holder or holders of record of such Warrant Shares on the date on which such transfer registers are
next reopened. 

  
 22 








 Notwithstanding any provision herein to the contrary, the Company shall not be
required to deliver certificates for Warrant Shares in any period while the share transfer registers of the Company are closed and, in the event of the exercise of any Special Warrant during any such period, the Warrant Shares subscribed for shall
be issued and such person shall be deemed to have become the holder of record of such Warrant Shares on the date on which such share transfer registers are reopened. 
  

	5.5	 Partial Exercise 



Any Special Warrantholder may acquire a number of Warrant Shares less than the number of Warrant Shares which the holder is
entitled to acquire pursuant to the surrendered Special Warrant Certificate(s). In the event of any exercise of a number of Special Warrants less than the number which the holder is entitled to exercise pursuant to the surrendered Special Warrant
Certificates, the Special Warrantholder upon such exercise shall, in addition to the number of Warrant Shares acquired pursuant to the Special Warrants exercised, be entitled to receive, without charge therefor, a new Special Warrant Certificate(s)
in respect of the balance of the Special Warrants represented by the surrendered Special Warrant Certificate(s) and which were not then exercised. 
  

	5.6	 Special Warrants Void After Exercise Time 



After the exercise or deemed exercise of a Special Warrant as provided in this Section, except as otherwise provided herein,
the holder of a Special Warrant Certificate representing the Special Warrant so exercised no longer has any rights either under this Indenture or the Special Warrant Certificate, other than, the right to receive certificates representing the Warrant
Shares, and the Special Warrant is void and of no value or effect. 
  

	5.7	 Fractions of Warrant Shares 


  

	 	(a)	 Where a Special Warrantholder is entitled to receive, as a result of the adjustments provided for in Section 4.1 or Section 4.2 or
otherwise, on the exercise or partial exercise of its Special Warrants a fraction of a Warrant Share, such right may only be exercised in respect of such fraction in combination with another Special Warrant or other Special Warrants which in the
aggregate entitle the Special Warrantholder to receive a whole number of Warrant Shares; and 


  

	 	(b)	 If a Special Warrantholder is not able to, or elects not to, combine Special Warrants so as to be entitled to acquire a whole number of Warrant
Shares, the Special Warrantholder may not exercise the right to acquire a fractional Warrant Share, and, as a result, has the right to acquire only that number of Warrant Shares equal to the next lowest whole number of Warrant Shares and no cash
will be paid in lieu of any fractional Warrant Share. 


  

	5.8	 Accounting and Recording 



The Special Warrant Agent shall promptly notify the Company with respect to Special Warrants exercised. The Special Warrant
Agent shall record the particulars of the Special Warrants exercised which include the name or names and addresses of the persons who become holders of Warrant Shares on exercise pursuant to this Article 5 and the number of Warrant Shares
issued. Within three Business Days of the exercise of each Special Warrant pursuant to Section 5.2, the Special Warrant Agent shall provide those particulars in writing to the Company. 

  
 23 









	5.9	 Legending of Special Warrant Certificates and Underlying Securities 



 

	 	(a)	 The Special Warrants and Warrant Shares have not been, and will not be, registered under the 1933 Act or applicable securities laws of any state of
the United States. Each Special Warrant Certificate and each certificate representing the Warrant Shares originally issued to or for the account or benefit of a person in the United States, and each Special Warrant Certificate and each certificate
representing the Warrant Shares issued in exchange therefor or in substitution thereof, shall bear the following additional legend (the “U.S. Legend”) until such time as the U.S. Legend is no longer required under applicable
requirements of the 1933 Act or applicable state securities laws: 


 “THE SECURITIES REPRESENTED
HEREBY [AND IF SPECIAL WARRANTS, THE FOLLOWING SHALL BE ADDED: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN
COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A
TRANSFER PURSUANT TO THE FOREGOING CLAUSE (B) OR (D), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” 

provided that if any of the Special Warrants or the Warrant Shares are being distributed outside of the United States
in accordance with Rule 904 of Regulation S under the 1933 Act, and provided that the Company is a “foreign issuer” within the meaning of Regulation S under the 1933 Act at the time of sale, the legend may be removed by providing a
declaration to the Company and either the Special Warrant Agent (in the case of the Special Warrants) or the Company’s transfer agent (in the case of the Warrant Shares) in the form attached hereto as Appendix 3 to the Special Warrant
Certificate (or as the Company, acting reasonably, may prescribe from time to time) in addition to such other evidence of exemption as the Company and the Special Warrant Agent or the Company’s transfer agent (as the case may be) may require
from time to time, which may include an opinion of counsel in form and substance satisfactory to the Company; 
 provided
further, that, if any of the Special Warrants or the Warrant Shares are being sold pursuant to Rule 144 under the U.S. Securities Act or are eligible to be sold by the holder therefor pursuant to Rule 144 under the U.S. Securities Act without
restriction thereunder, the legend may be removed by delivery to the Company and the Special Warrant Agent (in the case of the Special Warrants) or the Company’s transfer agent (in the case of the Warrant Shares) of an opinion of counsel of
recognized standing in form and substance satisfactory to the Company, to the effect that the legend is no longer required under applicable requirements of the 1933 Act and state securities laws. 

The Special Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal
policies of the removal of the legend set forth above. 
  

	 	(b)	 All Special Warrant Certificates and all certificates issued in exchange therefor or in substitution thereof will have the following additional
legend endorsed thereon: 


 “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND ONE DAY AFTER THE [DATE OF DISTRIBUTION OF THE SPECIAL WARRANTS]” 

  
 24 









	 	(c)	 Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Special Warrants, no duty or responsibility
whatsoever shall rest upon the Special Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in this Section 5.9, or with the relevant securities laws or regulations, including, without
limitation, Regulation S, and the Special Warrant Agent shall be entitled to assume that all transfers are legal and proper. 


  

	5.10	 Issuance of Warrant Shares 



Any certificates representing the Warrant Shares issued prior to the date which is four months and one calendar day after the
original date of issuance of Special Warrants will have one or both of the following legends endorsed thereon: 

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE
DATE THAT IS 4 MONTHS AND ONE DAY AFTER THE ORIGINAL DATE OF DISTRIBUTION OF THE SPECIAL WARRANT(S).” 

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION,
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [4
MONTHS AND ONE DAY AFTER THE ORIGINAL DATE OF DISTRIBUTION OF THE SPECIAL WARRANT(S)].” 
 In addition, all Warrant
Shares issued upon exercise or deemed exercise of Special Warrants that bear the legend set forth in Section 5.9(a) shall be endorsed with the same legend. 
  

	5.11	 Securities Restrictions 



Notwithstanding anything herein contained, in the event that the Special Warrants are exercised pursuant to and in accordance
with the provisions of Section 5.2 prior to the date that is 4 months and one calendar day after the Closing Date, the certificates representing the Warrant Shares thereby issued will bear such legends as may, in the opinion of counsel to the
Company, acting reasonably, be necessary in order to avoid a violation of any applicable securities laws or to comply with the requirements of any stock exchange on which the Common Shares are listed, provided that, if at any time, in the
opinion of counsel to the Company, such legends are no longer necessary in order to avoid violation of such laws, or the holder of any such legended certificates representing the Warrant Shares, at the holder’s expense, provides the Company and
the registrar and transfer agent of the Common Shares with evidence satisfactory in form and substance to the Company and the registrar and transfer agent of the Common Shares (which may include an opinion of counsel satisfactory to the Company and
the registrar and transfer agent of the Common Shares) to the effect that such holder is entitled to sell or otherwise transfer such Warrant Shares in a transaction in which such legends are not required, such legended certificates representing
Warrant Shares may thereafter be surrendered to the Special Warrant Agent in exchange for a certificate which does not bear such legend. 
  

	5.12	 Mandatory Purchase for Cancellation and Voluntary Retraction 



 

	 	(a)	 Mandatory Purchase for Cancellation upon Wind-up, Liquidation or Dissolution. In the event of a wind-up, liquidation or dissolution
of the Company prior to the Automatic Exercise Date, if permitted by applicable laws, each outstanding Special Warrant shall be purchased for cancellation by the Company immediately prior to such wind-up, liquidation or dissolution at the Purchase
Price. To effect such purchase for cancellation, at least five Business Days prior to such wind-up, liquidation or dissolution, the Company will deliver to the Special Warrant Agent notice of such purchase for cancellation and, subject to
Section 5.12(c), a certified cheque to the order of the Special Warrant Agent in an amount equal to the Purchase Price multiplied by the number of 



  
 25 









	 	 
Special Warrants then outstanding. Within three Business Days of the receipt of such notice and funds, the Special Warrant Agent will send to each Special Warrantholder at its address as
specified in the register of Special Warrants payment by cheque in an amount equal to the Purchase Price multiplied by the number of outstanding Special Warrants held by such Special Warrantholder. The Company will pay the Special Warrant Agent the
estimated charges and expenses to be incurred in connection with such purchase for cancellation forthwith. If any question arises as to whether notice of purchase for cancellation or the purchase for cancellation funds have been given or made
available as provided above, such question will be decided by the Special Warrant Agent, whose decision will be final and binding upon all interested parties. All Special Warrants purchased for cancellation shall be cancelled by the Special Warrant
Agent and no Warrant Shares will be issued in substitution therefor. 


  

	 	(b)	 Voluntary Retraction upon a Change of Control. At any time prior to the expiration of the Retraction Period, each Special
Warrantholder shall have the right to require the Company to redeem any or all of the Special Warrants outstanding on the date of such retraction and held by such Special Warrantholder at an amount equal to the Voluntary Retraction Price multiplied
by the number of Special Warrants so redeemed. 


  

	 	(i)	 Notice of Change of Control. Within one Business Day of a Change of Control, the Company shall give written notice to the Special Warrant
Agent and the Agent of the date of such Change of Control and the date of the expiration of the Retraction Period. Upon receipt of notice from the Company in accordance with the preceding sentence, the Special Warrant Agent shall, within three
Business Days thereafter, deliver written notice, in the form to be provided by the Company to the Special Warrant Agent, to each holder of an outstanding Special Warrant at the addresses of the Special Warrantholders as specified in the register
for the Special Warrants or to such address as each Special Warrantholder may specify in writing to the Special Warrant Agent. 


  

	 	(ii)	 Mechanics of Retraction. Special Warrantholders may exercise the retraction privilege provided for in this Section 5.12(b) by, at any
time during the Retraction Period, surrendering the Special Warrant Certificate at the office of the Special Warrant Agent, together with written notice that such Special Warrantholder elects to redeem all or any number of the Special Warrants
represented by such Special Warrant Certificate or Certificates. Such notice shall be signed by such Special Warrantholder or its agent. 



If such Special Warrantholder alleges that a Special Warrant Certificate has been lost, stolen or destroyed, as a condition
precedent to the retraction thereof, such Special Warrantholder shall furnish to the Company and the Special Warrant Agent during the Retraction Period such evidence of ownership and of the loss, destruction or theft of the Special Warrant
Certificate so lost, destroyed or stolen as is satisfactory to the Company in its discretion, acting reasonably. The Company and the Special Warrant Agent shall also, as a condition precedent to redeeming Special Warrants represented by a lost,
stolen or destroyed Special Warrant Certificate, require such applicant to furnish an indemnity and surety bond in amount and form satisfactory to the Company and Special Warrant Agent in their sole discretion, acting reasonably, and the applicant
shall pay the reasonable charges of the Company and the Special Warrant Agent in connection therewith. 
 Within three
Business Days after the expiration of the Retraction Period, the Special Warrant Agent shall provide written notice to the Company stating the number of Special Warrants surrendered for retraction and the names of the Special Warrantholders thereof.
Subject to Section 5.12(c), the Company shall, within five Business Days of receipt of such notice from the Special Warrant Agent, deliver to the Special Warrant Agent a certified cheque to the order of the Special Warrant Agent in an aggregate
amount equal to the Voluntary Retraction Price multiplied by the number of Special Warrants to be redeemed. Within three Business Days of the receipt of such funds, the Special Warrant Agent will send to each Special Warrantholder at its address as
specified in the register of Special Warrants payment by cheque in an amount equal to the Voluntary Retraction 

  
 26 








 
Price multiplied by the number of Special Warrants surrendered for retraction by such Special Warrantholder. The Special Warrant Certificates representing such Special Warrants shall thereupon be
cancelled and the Special Warrants represented thereby shall thereupon be cancelled. The Company will pay the Special Warrant Agent the estimated charges and expenses to be incurred in connection with such retraction forthwith. If any question
arises as to whether the retraction funds have been given or made available as provided above, such question will be decided by the Special Warrant Agent, whose decision will be final and binding upon all interested parties. 

From and after the date a Special Warrantholder surrenders to the Special Warrant Agent any Special Warrants for retraction in
accordance with this Section 5.12(b), the Special Warrantholder shall not be entitled to exercise any of the rights of Special Warrantholders in respect of such Special Warrants unless payment of the Voluntary Retraction Price in respect of
such Special Warrants is not made to the Special Warrantholder within 15 Business Days of the expiration of the Retraction Period, in which case the rights of the Special Warrantholder of such Special Warrants shall remain unaffected until the
Special Warrant Agent has delivered to such former Special Warrantholder payment in full of the Voluntary Retraction Price multiplied by the number of Special Warrants so redeemed. 

 

	 	(c)	 Insufficient Funds. If the funds of the Company legally available for purchase for cancellation or retraction, as the case may be, of
the Special Warrants are insufficient to purchase or redeem the total number of Special Warrants to be purchased or for which Special Warrantholders have submitted notices of retraction to the Special Warrant Agent during the Retraction Period, as
the case may be, those funds that are legally available will be used by the Special Warrant Agent to purchase or redeem the maximum possible number of whole Special Warrants rateably among the Special Warrantholders. The Special Warrants not
purchased or redeemed will remain outstanding and remain entitled to all rights and preferences otherwise provided in this Special Warrant Indenture. As and when funds legally available for purchase or retraction of Special Warrants subsequently
become available, those funds will be paid by the Company to the Special Agent forthwith and used by the Special Warrant Agent to purchase or redeem the maximum possible number of whole Special Warrants rateably among the remaining Special
Warrantholders, in the case of a purchase for cancellation, or the Special Warrantholders whose Special Warrants were submitted to the Special Warrant Agent with a notice of retraction during the Retraction Period but not yet redeemed, in the case
of a retraction. The Special Warrant Agent shall have no obligation to ensure sufficient funds are legally available to purchase or redeem the total number of Special Warrants to be purchased or for which Special Warrantholders have submitted
notices of retraction to the Special Warrant Agent, as the case may be. 


  

	6.	 MEETINGS OF SPECIAL WARRANTHOLDERS 


  

	6.1	 Definitions 



In this Article 6 or otherwise in this Indenture: 

 

	 	(a)	 “Adjourned Meeting” means a meeting adjourned in accordance with Section 6.8; 



 

	 	(b)	 “Extraordinary Resolution” means a resolution proposed to be passed as an extraordinary resolution at a Meeting duly convened for
that purpose and held in accordance with the provisions of this Article 6, and carried by not less than 2/3 of the votes cast on such resolution; and 


  

	 	(c)	 “Meeting” means a meeting of the Special Warrantholders. 



 

	6.2	 Convening Meetings 



The Special Warrant Agent or the Company may convene a Meeting at any time at the expense of the Company. Upon receipt of a
written requisition signed in one or more counterparts by Special Warrantholders     

  
 27 








 
having the right to acquire not less than 25% of the Warrant Shares which may be acquired hereunder, the Special Warrant Agent or the Company shall convene a Meeting, provided that in the
case of the Special Warrant Agent, it has been indemnified and funded to its reasonable satisfaction by the Company or the Special Warrantholders for the costs of convening and holding a Meeting. If the Special Warrant Agent or the Company fails to
convene the Meeting within 15 Business Days after being duly requisitioned to do so and indemnified and funded as aforesaid, the Special Warrantholders having the right to acquire not less than 25% of the Warrant Shares which may be acquired
hereunder may themselves convene a Meeting, the notice for which must be signed by a person that those Special Warrantholders specify, provided that the Special Warrant Agent and Company receive notice of the Meeting in accordance with
Section 6.4. A written requisition must state, generally, the reason for the Meeting and business to be transacted at the Meeting. 
  

	6.3	 Place of Meeting 



Every Meeting must be held in Vancouver, British Columbia or at such other place that the Special Warrant Agent and Company
approve. 
  

	6.4	 Notice 



The Special Warrant Agent or the Company, as the case may be, shall give written notice of each Meeting to each Special
Warrantholder, the Special Warrant Agent (unless the Meeting has been called by the Special Warrant Agent), the Agent and the Company (unless the Meeting has been called by the Company) in the manner specified in Article 9 at least 25 calendar
days before the date of the Meeting. The Special Warrant Agent shall give written notice of each Adjourned Meeting to each Special Warrantholder in the manner specified in Article 9 at least 7 calendar days before the date of the Adjourned
Meeting. The notice for a Meeting must state the time and place of the Meeting and, generally, the reason for the Meeting and the business to be transacted at the Meeting, together with such additional information as may be required to sufficiently
inform the Special Warrantholders regarding the business to be transacted at the Meeting. The notice for an Adjourned Meeting must state the time and place of the Adjourned Meeting but need not specify the business to be transacted at an Adjourned
Meeting. The accidental omission by the Special Warrant Agent or the Company, as the case may be, to give notice of a Meeting or an Adjourned Meeting to a Special Warrantholder does not invalidate a resolution passed at a Meeting or Adjourned
Meeting. 
  

	6.5	 Persons Entitled to Attend 



The Company and the Agent may and the Special Warrant Agent shall, each by its authorized representatives, attend every Meeting
and Adjourned Meeting but neither the Company, the Agent nor the Special Warrant Agent has the right to vote. The legal advisors of the Company, the Agent, the Special Warrant Agent, and any Special Warrantholders, respectively, may also attend a
Meeting or Adjourned Meeting but do not have the right to vote, unless they have the right to vote as a Special Warrantholder. 
  

	6.6	 Quorum 



Subject to the provisions of Section 6.18, a quorum for a Meeting shall consist of two or more persons present in person
and owning or representing by proxy the right to acquire, not less than 25% of the Warrant Shares which may be acquired hereunder. 
  

	6.7	 Chairman 



The Special Warrant Agent shall nominate a natural person as the chairman of a Meeting or Adjourned Meeting. If the person so
nominated is not present within 15 minutes after the time set for holding the Meeting or Adjourned Meeting, the Special Warrantholders and proxies for Special Warrantholders present shall choose one of their number to be chairman. The chairman may
vote any Special Warrants for which he or she is the registered holder. 

  
 28 









	6.8	 Power to Adjourn 



The chairman of any Meeting at which a quorum of the Special Warrantholders is present may, with the consent of the Meeting,
adjourn any such meeting. Notice of such adjournment will be given in accordance with Section 6.4 with such other requirements, if any, as the Meeting may prescribe. 
  

	6.9	 Adjourned Meeting 



If a quorum of the Special Warrantholders is not present within 30 minutes after the time fixed for holding a Meeting, the
Meeting stands adjourned to a date not less than 10 calendar days and not more than 30 calendar days later, at a place determined in accordance with Section 6.3, and at a time specified by the chairman. The Special Warrant Agent shall promptly
and in accordance with Section 6.4 send a notice of the Adjourned Meeting to each Special Warrantholder and the Company. At an Adjourned Meeting, two or more Special Warrantholders or persons representing Special Warrantholders by proxy
constitutes a quorum for the transaction of business for which the Meeting was convened. 
  

	6.10	 Show of Hands 



Subject to a poll and except as otherwise required herein, every question submitted to a Meeting or Adjourned Meeting, except
an Extraordinary Resolution, shall be decided, in the first instance, by the majority of votes in a show of hands. If the vote is tied, the chairman does not have a casting vote and the motion will not be carried. On a show of hands, each Special
Warrantholder present in person or represented by proxy and entitled to vote is entitled to one vote for every Special Warrant then outstanding of which such Special Warrantholder is the registered owner. 

 

	6.11	 Poll 



When requested by a Special Warrantholder acting in person or by the proxy representing the Special Warrantholder, and on every
Extraordinary Resolution, the chairman of a Meeting or Adjourned Meeting shall request a poll on a question submitted to the Meeting. Except as otherwise required herein, if a question has been put to a poll, that question shall be decided by the
affirmative vote of not less than a majority of the votes given on the poll. If the vote is tied, the motion shall not be carried. On a poll, each Special Warrantholder or person representing a Special Warrantholder shall be entitled to one vote for
every Warrant Share which he or she is entitled to acquire upon exercise of the Special Warrants of which he is the registered holder. A declaration made by the chairman that a resolution has been carried or lost is conclusive evidence thereof. In
the case of joint registered Special Warrantholders, any one of them present in person or represented by proxy may vote in the absence of the other or others but when more than one of them is present in person or by proxy, they may only vote
together in respect of the Special Warrants of which they are joint registered holders. 
  

	6.12	 Regulations 



Subject to the provisions of this Indenture, the Special Warrant Agent, or the Company with the approval of the Special Warrant
Agent, may from time to time make and, thereafter, vary regulations not contrary to the provisions of this Indenture as it deems fit providing for and governing the following: 
  


	 	(a)	 setting a record date for a Meeting for determining Special Warrantholders entitled to receive notice of and vote at a Meeting;



  

	 	(b)	 voting by proxy, the manner in which a proxy instrument must be executed, and the production of the authority of any person signing an instrument
of a proxy on behalf of a Special Warrantholder; 


  

	 	(c)	 lodging and the means of forwarding the instruments appointing proxies, and the time before a Meeting or Adjourned Meeting by which an instrument
appointing a proxy must be deposited; 


  

	 	(d)	 the form of the instrument of proxy; and 


  

	 	(e)	 any other matter relating to the conduct of a meeting of Special Warrantholders. 



  
 29 








 A regulation so made is binding and effective and votes given in accordance with
such a regulation are valid. The Special Warrant Agent may permit Special Warrantholders to make proof of ownership in the manner the Special Warrant Agent approves. 
  

	6.13	 Powers of Special Warrantholders 



By Extraordinary Resolution passed pursuant to this Article 6, the Special Warrantholders may: 

 

	 	(a)	 agree to any modification, abrogation, alteration, compromise, or arrangement of the rights of the Special Warrantholders whether arising under
this Indenture, or otherwise at law, including the rights of the Special Warrant Agent in its capacity as trustee hereunder or on behalf of the Special Warrantholders against the Company, which has been agreed to by the Company;



  

	 	(b)	 direct and authorize the Special Warrant Agent to exercise any discretion, power, right, remedy or authority given to it by or under this Indenture
in the manner specified in such resolution or to refrain from exercising any such discretion, power, right, remedy, or authority; 


  

	 	(c)	 direct the Special Warrant Agent to enforce any covenant or obligation on the part of the Company contained in this Indenture or to waive any
default by the Company in compliance with any provision of this Indenture either unconditionally or upon any conditions specified in such resolution; 


  

	 	(d)	 assent to any change in or omission from the provisions contained in this Indenture or the Special Warrant Certificates or any ancillary or
supplemental instrument which is agreed to by the Company, and to authorize the Special Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission; 



 

	 	(e)	 without limiting the generality of Sections 6.13(a) and (d), assent to an extension of time thereunder; 



 

	 	(f)	 with the consent of the Company, remove the Special Warrant Agent or its successor in office and to appoint a new registrar and trustee to take the
place of the Special Warrant Agent so removed; 


  

	 	(g)	 upon the Special Warrant Agent being furnished with funding and an indemnity that is, in its discretion, sufficient, require the Special Warrant
Agent to enforce any covenant of the Company contained in this Indenture or the Special Warrant Certificates, or to enforce any right of the Special Warrantholders in any manner specified in such Extraordinary Resolution, or to refrain from
enforcing any such covenant or right; 


  

	 	(h)	 restrain any Special Warrantholder from instituting or continuing any suit or proceeding against the Company for the enforcement of a covenant on
the part of the Company contained in this Indenture or any of the rights conferred upon the Special Warrantholders as set out in this Indenture or the Special Warrant Certificates; 



 

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


  

	 	(j)	 waive and direct the Special Warrant Agent to waive a default by the Company in complying with any of the provisions of this Indenture or the
Special Warrant Certificate either unconditionally or upon any conditions specified in such Extraordinary Resolution; 


  

	 	(k)	 assent to a compromise or arrangement with a creditor or creditors or a class or classes of creditors, whether secured or otherwise, and with
holders of any shares or other securities of the Company; or 


  

	 	(l)	 amend, alter, or repeal any Extraordinary Resolution previously passed pursuant to this Section 6.13. 



  
 30 









	6.14	 Powers Cumulative 



Any one or more of the powers or any combination of the powers in this Indenture stated to be exercised by the Special
Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Special
Warrantholder to exercise such power or combination of powers then or thereafter from time to time. 
  

	6.15	 Minutes of Meetings 



The Special Warrant Agent shall make and maintain minutes and records of all resolutions and proceedings at a Meeting or
Adjourned Meeting at the expense of the Company and shall make available those minutes and records at the office of the Special Warrant Agent for inspection by a Special Warrantholder or his authorized representative and the Agent at reasonable
times. If signed by the chairman of the Meeting or by the chairman of the next succeeding Meeting, such minutes shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such Meeting in respect of which
minutes shall have been made shall be deemed to have been duly convened and held, and all the resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken. 

 

	6.16	 Written Resolutions 



Notwithstanding the foregoing, a written resolution or instrument signed in one or more counterparts by the Special
Warrantholders holding the right to acquire not less than a majority of the Warrant Shares which may be acquired hereunder in the case of a resolution, or not less than 2/3 of the Warrant Shares which may be acquired hereunder in the case of an
Extraordinary Resolution, is deemed to be the same as, and to have the same force and effect as, a resolution or Extraordinary Resolution, as the case may be, duly passed at a Meeting or Adjourned Meeting. 

 

	6.17	 Binding Effect 



A resolution of the Special Warrantholders passed pursuant to this Article 6 is binding upon all Special Warrantholders.
Upon the passing of a Special Warrantholder’s resolution at a meeting of the Special Warrantholders, or upon the signing of a written resolution or instrument pursuant to Section 6.16 and delivery by the Company to the Special Warrant
Agent of an original, certified or notarial copy, or copies, of such resolution as executed or passed by the Special Warrantholders, the Special Warrant Agent is entitled to and shall give effect thereto. 

 

	6.18	 Holdings by the Company or Subsidiaries of the Company Disregarded 



In determining whether Special Warrantholders holding Special Warrants evidencing the required number of Warrant Shares which
may be acquired pursuant to the exercise of the Special Warrants are present at a meeting of Special Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, resolution, Extraordinary Resolution or other
action under this Indenture, Special Warrants owned legally or beneficially by the Company or any subsidiary of the Company shall be disregarded. 
  

	7.	 SUPPLEMENTAL INDENTURES, MERGER, SUCCESSORS 


  

	7.1	 Provision for Supplemental Indentures for Certain Purposes 



From time to time the Company shall, when authorized by the directors of the Company and the Special Warrant Agent may, subject
to the provisions of this Indenture, execute and deliver by their proper officers, deeds, indentures or instruments supplemental hereto, which thereafter form part hereof for any one or more or all of the following purposes: 

 

	 	(a)	 adding to the provisions hereof such additional covenants, enforcement provisions, and release provisions (if any) as in the opinion of counsel
acceptable to the Company and the Special Warrant Agent are necessary or advisable, provided the same are not, in the opinion of counsel to the Special Warrant Agent prejudicial to the interests of the Special Warrantholders; 



  
 31 









	 	(b)	 adding to the covenants of the Company in this Indenture for the protection of the Special Warrantholders; 



 

	 	(c)	 evidencing any succession (or successive successions), of other companies to the Company and the covenants of, and obligations assumed by, such
successor (or successors) in accordance with the provisions of this Indenture; 


  

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



 

	 	(e)	 making such provisions not inconsistent with this Indenture as may be deemed necessary or desirable with respect to matters or questions arising
hereunder, provided that such provisions are not, in the opinion of counsel to the Special Warrant Agent, prejudicial to the interests of the Special Warrantholders; 



 

	 	(f)	 giving effect to an Extraordinary Resolution; 


  

	 	(g)	 to rectify any ambiguity, defective provision, clerical omission or mistake or manifest or other error contained herein or in any deed or indenture
supplemental or ancillary hereto provided that, in the opinion of the counsel to the Special Warrant Agent, the rights of the Special Warrantholders are not prejudiced thereby; 



 

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



 

	 	(i)	 for any other purpose not inconsistent with the provisions of this Indenture, provided that, in the opinion of counsel to the Special
Warrant Agent, the rights of the Special Warrantholders are in no way prejudiced thereby. 


  

	7.2	 Company May Consolidate, etc. on Certain Terms 



Subject to Section 4.1(d), nothing in this Indenture prevents any consolidation, amalgamation, arrangement or merger of
the Company with or into any other body corporate or bodies corporate, or a conveyance or transfer of all or substantially all the properties and assets of the Company as an entirety to any body corporate lawfully entitled to acquire and operate the
same, provided, however, that the body corporate formed by such consolidation, amalgamation, arrangement or into which such merger has been made, or which has acquired by conveyance or transfer all or substantially all the properties and
assets of the Company as an entirety in circumstances resulting in the Special Warrantholders being entitled to receive property from or securities of such body corporate, shall execute prior to or contemporaneously with such consolidation,
amalgamation, arrangement, merger, conveyance or transfer, an indenture supplemental hereto wherein the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed or observed by the Company are
assumed by the successor body corporate. The Special Warrant Agent is entitled to receive and is fully protected in relying upon an opinion of counsel that any such consolidation, amalgamation, arrangement, merger, conveyance or transfer, and a
supplemental indenture executed in connection therewith, complies with the provisions of this Section. 
  

	7.3	 Successor Body Corporate Substituted 



Where the Company, pursuant to Section 7.2 hereof, is consolidated, amalgamated, arranged or merged with or into any other
body corporate or bodies corporate or conveys or transfers all of substantially all of the properties and assets of the Company as an entirety to another body corporate, the successor body corporate formed by such consolidation,
amalgamation, arrangement or into which the Company has been merged or which has 

  
 32 








 
received a conveyance or transfer as aforesaid succeeds to and is substituted for the Company hereunder with the same effect as nearly as may be possible as if it had been named herein. Such
changes may be made in the Special Warrants as may be appropriate in view of such consolidation, amalgamation, arrangement, merger, conveyance or transfer. 
  

	8.	 CONCERNING THE SPECIAL WARRANT AGENT 


  

	8.1	 Duties of Special Warrant Agent 



By way of supplement to the provisions of any statute for the time being relating to trustees, and notwithstanding any other
provision of this Indenture, in the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Special Warrant Agent shall act honestly and in good faith with a view to the best interests of the
Special Warrantholders and shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Special Warrant Agent
from, or require any other person to indemnify the Special Warrant Agent against any liability for its own gross negligence, wilful misconduct or fraud. 
  

	8.2	 Action by Special Warrant Agent 



The Special Warrant Agent is not obligated to do any act or thing except where required to do so by this Indenture and, in the
case of a default, only when it has actual notice thereof. 
  

	8.3	 Certificate of the Company 



If in the administration of the trusts of this Indenture, the Special Warrant Agent deems it necessary or desirable that any
matter be proved or established by the Company, prior to taking or suffering any action hereunder, the Special Warrant Agent may accept and rely on a certificate of the Company, resolutions, opinions, orders or other documents as conclusive evidence
of the truth of any fact relating to the Company or its assets therein stated and proof of the regularity of any proceedings or actions associated therewith, but the Special Warrant Agent may in its discretion require further evidence or information
before acting or relying on any such certificate. 
  

	8.4	 Special Warrant Agent May Employ Experts 



The Special Warrant Agent may, at the Company’s expense, employ or retain such lawyers, accountants, engineers, appraisers
or other experts, advisers or Agent as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for such services rendered to it but it is not responsible for any misconduct, mistake or error
of judgment on the part of any of them. The Company shall reimburse the Special Warrant Agent for all reasonable disbursements, costs and expenses made or incurred by the Special Warrant Agent in the discharge of its duties and in the management of
the trusts hereunder. The Special Warrant Agent may rely upon and act upon the opinion or advice of, or information obtained from, any such lawyer, accountant, engineer, appraiser or other expert, adviser or agent in relation to any matter arising
in the administration of the trusts hereof. The Special Warrant Agent shall not incur any liability for the acts or omissions of such lawyers, accountants, engineers, appraisers or other experts, advisers or Agent employed by the Special Warrant
Agent in good faith. 
  

	8.5	 Resignation and Replacement of Special Warrant Agent 



 

	 	(a)	 The Special Warrant Agent may resign its trust and be discharged from all further obligations hereunder by giving to the Company and the Special
Warrantholders written notice at least 60 calendar days, or such shorter time period if acceptable to the Special Warrant Agent, the Company and the Special Warrantholders, before the effective date of the resignation. If the Special Warrant Agent
resigns, or becomes incapable of acting hereunder, the Company shall forthwith appoint in writing a new trustee. Failing such appointment by the Company or by the Special Warrantholders by Extraordinary Resolution, the retiring Special Warrant Agent
or any Special Warrantholder may apply to a judge of the Supreme Court of British Columbia on such notice as such judge may direct, for the appointment of a new trustee. The Special Warrantholders may, by Extraordinary Resolution, remove the Special
Warrant Agent (including a trustee 



  
 33 









	 	 
appointed by the Company or by a judge as aforesaid) and appoint a new trustee. On any new appointment, the new trustee is vested with the same powers, rights, duties and obligations as if it had
been originally named as Special Warrant Agent without any further assurance, conveyance, act or deed. If for any reason it becomes necessary or expedient to execute any further deed or assurance, the former Special Warrant Agent shall execute the
same in favour of the new trustee. 


  

	 	(b)	 Any company resulting from a merger, consolidation, arrangement or amalgamation to which the Special Warrant Agent for the time being is a party
shall be the successor Special Warrant Agent under this Indenture without any further act. 


  

	8.6	 Indenture Legislation 



The Company and the Special Warrant Agent agree that each shall at all times in relation to this Indenture and to any action to
be taken hereunder, observe and comply with and be entitled to the benefits of all Applicable Legislation. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any mandatory requirement of Applicable
Legislation, such mandatory requirement prevails. 
  

	8.7	 Notice 



The Special Warrant Agent is not required to give notice to third parties, including the Special Warrantholders, of the
execution of this Indenture. 
  

	8.8	 Use of Proceeds 



The Special Warrant Agent is in no way responsible for the use by the Company of the proceeds of the issue hereunder. 

 

	8.9	 No Inquiries 



In the exercise of any right or duty hereunder the Special Warrant Agent, if it is acting in good faith, may act and rely, as
to the truth of any statement or the accuracy of any opinion expressed therein, on any statutory declaration, opinion, report, certificate or other evidence furnished to the Special Warrant Agent pursuant to a provision hereof or of Applicable
Legislation or pursuant to a request of the Special Warrant Agent, if such evidence complies with Applicable Legislation and the Special Warrant Agent examines such evidence and determines that it complies with the applicable requirements of this
Indenture. The Special Warrant Agent may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. The Special Warrant Agent is not bound to make any inquiry or investigation as to the performance by the
Company of the Company’s covenants hereunder. 
  

	8.10	 Actions by Special Warrant Agent to Protect Interest 



Subject to Section 8.13, the Special Warrant Agent shall have the power, but shall have no obligation, to institute and to
maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Special Warrantholders. 
  


	8.11	 Special Warrant Agent Not Required to Give Security 



The Special Warrant Agent is not required to give any bonds or security with respect to the execution or administration of the
trusts and powers of this Indenture. 
  

	8.12	 No Conflict of Interest 



The Special Warrant Agent represents to the Company that, at the date of execution and delivery by it of this Indenture, there
exists no material conflict of interest in the role of the Special Warrant Agent as a fiduciary hereunder but if, notwithstanding the provisions of this Section 8.12, such a material conflict of interest exists, the validity and enforceability
of this Indenture and the instruments issued hereunder is not affected in any manner whatsoever by reason only that such material conflict of interest exists or arises. The Special Warrant Agent shall, within 30 calendar days after ascertaining that
it has a material conflict of interest, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Section 8.5. 

  
 34 









	8.13	 Special Warrant Agent Not Ordinarily Bound 



No provision of this Indenture shall require the Special 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 it is indemnified and funded to its satisfaction. The obligation of the Special Warrant Agent to commence or continue any act,
action or proceeding for the purpose of enforcing any rights of the Special Warrantholders hereunder, is conditional upon Special Warrantholders furnishing, when required in writing so to do by the Special Warrant Agent, an indemnity reasonably
satisfactory to the Special Warrant Agent, and funds sufficient for commencing or continuing the act, action or proceeding and an indemnity reasonably satisfactory to the Special Warrant Agent to protect and hold harmless the Special Warrant Agent
against any loss, damage or liability by reason thereof. 
  

	8.14	 Special Warrant Agent May Deal in Instruments 



The Special Warrant Agent may in its personal or other capacity, buy, sell, lend upon and deal in and hold securities of the
Company and generally contract and enter into financial transactions with the Company or otherwise, without being liable to account for any profits made thereby. 
  

	8.15	 Recitals or Statements of Fact Made by Company 



Except for the representations contained in Sections 8.12 and 8.19 subject to the provisions hereof, the Special Warrant
Agent is not liable for or by reason of any of the statements of fact or recitals contained in this Indenture or in the Special Warrant Certificates and is not required to verify the same but all such statements and recitals are and are deemed to
have been made by the Company only. 
  

	8.16	 Special Warrant Agent’s Discretion Absolute 



The Special Warrant Agent, except as herein otherwise provided, has, as regards all the trusts, powers, authorities and
discretions vested in it, absolute and uncontrolled discretion as to the exercise thereof, whether in relation to the manner or as to the mode and time for the exercise thereof. 

 

	8.17	 No Representations as to Validity 



The Special Warrant Agent is not: 
  

	 	(a)	 under any responsibility in respect of the validity of this Indenture or the execution and delivery thereof or (subject to Section 2.8 hereof)
in respect of the validity or the execution of any Special Warrant Certificate; 


  

	 	(b)	 responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any Special Warrant Certificate; or



  

	 	(c)	 by any act hereunder, deemed to make any representation or warranty as to the authorization or reservation of any Warrant Shares to be issued as
provided in this Indenture or in any Special Warrant Certificate or as to whether any shares will when issued be duly authorized or be validly issued and fully paid and non-assessable. The duty and responsibility as to all the matters and things
referred to in this Section 8.17 rests upon the Company and not upon the Special Warrant Agent and the failure of the Company to discharge any such duty and responsibility does not in any way render the Special Warrant Agent liable or place
upon it any duty or responsibility for breach of which it would be liable. 



  
 35 









	8.18	 Acceptance of Trusts 



The Special Warrant Agent hereby accepts the trusts of this Indenture and agrees to perform the same upon the terms and
conditions herein set forth or referred to unless and until discharged therefrom by resignation or in some other lawful way. 
  

	8.19	 Special Warrant Agent’s Authority to Carry on Business 



The Special Warrant Agent represents to the Company that at the date hereof it is authorized to carry on the business of a
trust company in British Columbia. If, notwithstanding the provisions of this Section 8.19, it ceases to be authorized to carry on such business in British Columbia, the validity and enforceability of this Indenture and of the Special Warrants
issued hereunder are not affected in any manner whatsoever by reason only of such event, provided that the Special Warrant Agent shall, within 30 calendar days after ceasing to be authorized to carry on such business in British Columbia,
either become so authorized or resign in the manner and with the effect specified in Section 8.5. 
  

	8.20	 Indemnification of Special Warrant Agent 



Without limiting any protection or indemnity of the Special Warrant Agent under any other provision hereof, or otherwise at
law, the Company hereby agrees to indemnify and hold harmless the Special Warrant Agent from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal or
advisor fees and disbursements, of whatever kind and nature which may at any time be imposed on, incurred by or asserted against the Special Warrant Agent in connection with the performance of its duties and obligations hereunder, other than such
liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and other disbursements arising by reason of the gross negligence or fraud of the Special Warrant Agent. This provision shall survive the resignation or removal of the
Special Warrant Agent, or the termination of this Indenture. The Special Warrant Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of its counsel, may involve it
in expense or liability, unless the Company shall, so often as required, furnish the Special Warrant Agent with satisfactory indemnity and funding against such expense or liability. 

Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Special
Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or any other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect,
incidental, consequential, exemplary, aggravated or punitive losses or damages. 
  

	8.21	 Performance of Covenants by Special Warrant Agent 



If the Company fails to perform any of its covenants contained in this Indenture, then the Company will notify the Special
Warrant Agent in writing of such failure and upon receipt by the Special Warrant Agent of such notice, the Special Warrant Agent will notify the Special Warrantholders of such failure on the part of the Company and may itself perform any of the said
covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify the Special Warrantholders of such performance by it. All sums expended or disbursed by the Special Warrant Agent in so doing shall
be reimbursed as provided in Section 3.9. No such performance, expenditure or disbursement by the Special Warrant Agent shall be deemed to relieve the Company of any default hereunder or of its continuing obligations under the covenants herein
contained. 
  

	8.22	 Third Party Interests 



Each party to this Indenture hereby represents to the Special Warrant Agent that any account to be opened by, or interest to
held by the Special Warrant Agent in connection with this Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third
party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Special Warrant Agent’s prescribed form as to the particulars of such third party. 

  
 36 









	8.23	 Not Bound to Act 



The Special 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 Special Warrant Agent, in its sole reasonable 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 Special Warrant Agent, in its sole reasonable 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 calendar days’ written notice to the Company, provided (i) that the Special Warrant Agent’s written notice shall describe the
circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Special Warrant Agent’s satisfaction within such 10 calendar day period, then such resignation shall not be effective. 

 

	9.	 NOTICES 


  

	9.1	 Notice to Company, Special Warrant Agent and Agent 



Any notice to the Company, Special Warrant Agent or the Agent under the provisions of this Indenture is valid and effective if
in writing delivered, sent by registered letter, postage prepaid or if to the Company or Agent sent by facsimile or if to the Special Warrant Agent by email: 
  

					
	 (a)         to the Company at:

			
	 ESSA Pharma Inc.
		 Attention:
		 Bob Rieder

	 999 West Broadway, Suite 720
		 Facsimile:
		 (888) 308-8974

	 Vancouver, BC V5Z 1K5
				
	
	  with a copy to, which shall not constitute notice:

			
	 Blake Cassels & Graydon LLP
		 Attention:
		 Joseph Garcia

	 Suite 2600, 595 Burrard Street
		 Facsimile:
		 (604) 631-3309

	 Vancouver, BC V7X 1L3
				
	
	 (b)         to the Special Warrant Agent at:

			
	 Computershare Trust Company of Canada

3rd Floor, 510 Burrard Street

Vancouver, BC V6C 3B9
		 Attention:
		 General Manager, Corporate Trust

		  
 Email:
		  
 corporatetrust.vancouver@computershare.com

				
	
	 (c)         to the Agent at:

			
	 Bloom Burton & Co. Limited
		 Attention:
		 Jolyon Burton

	 65 Front Street East, Suite 300
		 Email:
		 jburton@bloomburton.com

	 Toronto, ON M5E 1B5
				
	
	  with a copy to, which shall not constitute notice:

			
	 Baker & McKenzie LLP
		 Attention:
		 Sonia Yung

	 Brookfield Place
		 Facsimile:
		 (416) 863-6275

	 181 Bay Street, Suite 2100
				
	 Toronto, ON M5J 2T3
				


  
 37 








 Any notice, direction or other instrument aforesaid will, if delivered, be deemed
to have been given and received on the calendar day it was delivered and, if mailed, be deemed to have been received on the fifth Business Day following the date of the postmark on such notice and, if sent by facsimile, be deemed to have been given
and received on the calendar day it was so sent unless it was sent: 
  

	 	(a)	 on a calendar day which is not a business day in the place to which it was sent; or 



 

	 	(b)	 after 4:30 p.m. in the place to which it was sent, 



in which cases it will be deemed to have been given and received on the next calendar day which is a business day in the place to which it was
sent. 
  

	9.2	 Notice to Special Warrantholders 



Any notice to the Special Warrantholders under the provisions of this Indenture is valid and effective if delivered, sent by
regular mail or sent by courier, to each Special Warrantholder at its address appearing on the register of Special Warrants kept by the Special Warrant Agent or, in the case of joint holders, to the first such address, and, if delivered or
couriered, shall be deemed to have been given and received on the calendar day it was delivered and, if mailed, be deemed to have been received on the fifth Business Day following the date of the postmark on such notice. 

A copy of any notice provided to the Special Warrantholders shall be concurrently provided to the Agent in the manner
specified in Section 9.1. 
  

	10.	 POWER OF BOARD OF DIRECTORS 


  

	10.1	 Board of Directors 



In this Indenture, where the Company is required or empowered to exercise any acts, all such acts may be exercised by the
directors of the Company, by any duly appointed committee of the directors of the Company or by those officers of the Company authorized to exercise such acts. 
  

	11.	 MISCELLANEOUS PROVISIONS 


  

	11.1	 Further Assurances 



The parties covenant and agree from time to time, as may be reasonably required by any party hereto, to execute and deliver
such further and other documents and do all matters and things which are convenient or necessary to carry out the intention of this Indenture more effectively and completely. 
  


	11.2	 Unenforceable Terms 



If any term, covenant or condition of this Indenture or the application thereof to any party or circumstance is invalid or
unenforceable to any extent, the remainder of this Indenture or application of such term, covenant or condition to a party or circumstance other than those to which it is held invalid or unenforceable is not affected thereby and each remaining term,
covenant or condition of this Indenture is valid and enforceable to the fullest extent permitted by law. 
  

	11.3	 No Waiver 



No consent or waiver, express or implied, by either party to or of any breach or default by the other party in the performance
by the other party of its obligations hereunder is deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such party. Failure on the part of either party to complain of any
act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, does not constitute a waiver by such party of its rights hereunder. 

  
 38 









	11.4	 Waiver by Special Warrantholders and Special Warrant Agent 



Notwithstanding Section 11.3 above, upon the happening of any default hereunder: 

 

	 	(a)	 the holders of not less than 66 and 2/3% of the Special Warrants plus one Special Warrant then outstanding shall have power (in addition to the
powers exercisable by extraordinary resolution) by requisition in writing to instruct the Special Warrant Agent to waive any default hereunder and the Special Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be
prescribed in such requisition; or 


  

	 	(b)	 the Special Warrant Agent shall have power to waive any default by the Company hereunder upon such terms and conditions as the Special Warrant
Agent may deem advisable, if, in the Special Warrant Agent’s opinion, relying on the opinion of legal counsel, the same shall have been cured or adequate provision made therefor; 



provided that no delay or omission of the Special Warrant Agent or of the Special Warrantholders to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Special Warrant Agent or of the Special
Warrantholders shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom. 
  

	11.5	 Suits by Special Warrantholders 


  

	 	(a)	 No Special Warrantholder has any right to institute any action, suit or proceeding at law or in equity for the purpose of enforcing the execution
of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Company wound up or to file or prove a claim in any liquidation or
bankruptcy proceedings or for any other remedy hereunder unless the Special Warrantholders by Extraordinary Resolution have made a request to the Special Warrant Agent and the Special Warrant Agent has been afforded reasonable opportunity to proceed
or complete any action or suit for any such purpose whether or not in its own name and the Special Warrantholders, or any of them, have furnished to the Special Warrant Agent, when so requested by the Special Warrant Agent sufficient funds and
security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby and the Special Warrant Agent has failed to act within a reasonable time or the Special Warrant Agent has failed to actively
pursue any such act or proceeding. 


  

	 	(b)	 Subject to the provisions of this Section and otherwise in this Indenture, all or any of the rights conferred upon a Special Warrantholder by the
terms of a Special Warrant may be enforced by such Special Warrantholder by appropriate legal proceedings without prejudice to the right which is hereby conferred upon the Special Warrant Agent to proceed in its own name to enforce each and all of
the provisions herein contained for the benefit of the Special Warrantholders from time to time. 


  

	11.6	 SEC Reporting Status 



The Company confirms that as at the date of execution of this Indenture it does not have a class of securities registered
pursuant to Section 12 of the 1934 Act, and is not subject to a reporting obligation pursuant to Section 15(d) of the 1934 Act. 

The Company covenants that in the event that (i) any class of its securities shall become registered pursuant to
Section 12 of the 1934 Act or the Company shall incur a reporting obligation pursuant to Section 15(d) of the 1934 Act, or (ii) any such registration or reporting obligation shall be terminated by the Company in accordance with the
1934 Act, the Company shall promptly deliver to the Special Warrant Agent an Officer’s Certificate (in a form provided by the Special Warrant Agent) notifying the Special Warrant Agent of such registration or termination and such other
information as the Special Warrant Agent may require at the time. The Company acknowledges that the Special Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those
clients who are filing with the SEC. 

  
 39 









	11.7	 Force Majeure 



Except for the payment obligations of the Company contained herein, neither party shall be liable to the other, or held in
breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or
any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost
because of any delay that is excusable under this Section. 
  

	11.8	 Privacy Matters 



The Company acknowledges that the Special Warrant Agent may, in the course of providing services hereunder, collect or receive
financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes: 

 

	 	(a)	 to provide the services required under this Indenture and other services that may be requested from time to time; 



 

	 	(b)	 to help the Special Warrant Agent manage its servicing relationships with such individuals; 



 

	 	(c)	 to meet the Special Warrant Agent’s legal and regulatory requirements; and 



 

	 	(d)	 if Social Insurance Numbers are collected by the Special Warrant Agent, to perform tax reporting and to assist in verification of an
individual’s identity for security purposes. 


 The Company acknowledges and agrees that the Special Warrant Agent
may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its Privacy
Code, which the Special Warrant Agent shall make available on its website or upon request, including revisions thereto. Some of this personal information may be transferred to servicers in the United States for data processing and/or storage.
Further, the Company agrees that it shall not provide or cause to be provided to the Special Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless the Company has assured itself that such
individual understands and has consented to the aforementioned uses and disclosures. 
  

	11.9	 Enurement 



This Indenture enures to the benefit of and is binding upon the parties hereto and their respective successors and assigns.


  
 40 









	11.10	 Formal Date and Effective Date 



For the purpose of convenience this Indenture is referred to as bearing the formal date of January 16, 2015, however
notwithstanding such formal date, this Indenture becomes effective as between the Company and any particular Special Warrantholder upon the date of issuance of a Special Warrant Certificate to such Special Warrantholder. 

 

			
	 ESSA PHARMA INC.

		
	 Per:
		
			 (signed) “David Wood”

			 Authorized Signatory

	
	COMPUTERSHARE TRUST COMPANY OF CANADA
		
	 Per:
		
			 (signed) “Jill Dunn”

			 Authorized Signatory

		
	 Per:
		
			 (signed) “Clara Yiu”

			 Authorized Signatory


 Signature Page to Special Warrant Indenture 







 SCHEDULE “A” 

FORM OF SPECIAL WARRANT CERTIFICATE 

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE
FOR RESALE OF THE SECURITIES, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (B) OR (D), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY
SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” 
 [Note: The legend above need only be endorsed on the special warrant certificate
issued to or for the account or benefit of a person in the United States] 
 “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER JANUARY 16, 2015.” 

“THE SPECIAL WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE DEEMED TO BE EXERCISED AT THE DEEMED EXERCISE TIME (AS DEFINED BELOW)
AND WILL BE VOID THEREAFTER.” 
 SPECIAL WARRANT CERTIFICATE 

ESSA PHARMA INC. 

(incorporated under the laws of British Columbia) 
  

			
	 No. SW-«Warrant»
		 «Number» SPECIAL WARRANTS entitling the holder to acquire one Warrant Share for each Special Warrant, subject to adjustment as set out
below


 THIS IS TO CERTIFY that, for value received, «Name» (the “Special
Warrantholder”) is the registered holder of the number of special warrants (the “Special Warrants”) stated above and is entitled to acquire in the manner and at the time, and subject to the restrictions contained in the
Indenture (as defined below) hereinafter referred to, the number of Common Shares (the “Warrant Shares”) of ESSA Pharma Inc. (the “Company”) as is equal to the number of Special Warrants represented hereby (subject
to adjustment as set out in the Indenture (as defined below)), all without payment of any consideration in addition to that paid for the Special Warrants represented hereby. 

  
 A-1 








 The Special Warrants represented by this certificate are issued under and
pursuant to a certain indenture (the “Indenture”) made as of January 16, 2015 between the Company and Computershare Trust Company of Canada (the “Special Warrant Agent”) (which expression includes any successor
trustee appointed under the Indenture), to which Indenture and any instruments supplemental thereto reference is hereby made for a full description of the rights of the holders of the Special Warrants and the terms and conditions upon which such
Special Warrants are, or are to be, issued and held, all to the same effect as if the provisions of the Indenture and all instruments supplemental thereto were herein set forth, to all of which provisions the holder of these Special Warrants by
acceptance hereof assents. All terms defined in the Indenture are used herein as so defined. In the event of any conflict or inconsistency between the provisions of the Indenture and the provisions of this Special Warrant Certificate, except those
that are necessary by context, the provisions of the Indenture shall prevail. The Company will furnish to the holder of this Special Warrant Certificate, upon request and without charge, a copy of the Indenture. 

A Special Warrantholder may, at any time before 4:00 p.m. (Vancouver time) (the “Deemed Exercise Time”) on
the first Business Day (the “Deemed Exercise Date”) after the earlier of: 
  

	 	(i)	 October 16, 2015 (the “Deadline Date”); and 



 

	 	(ii)	 the date on which the Common Shares first begin to trade on either (x) one of the Nasdaq Global Select Market, the Nasdaq Global Market or the
Nasdaq Capital Market market tiers of the NASDAQ Stock Market LLC (a U.S. national securities exchange), or (y) the NYSE MKT LLC (a U.S. national securities exchange) (the “U.S. Listing Date”), 



exercise all or any number of the Special Warrants outstanding which are then held by the Special Warrantholder. 

If any Special Warrants have not been voluntarily exercised by the holders thereof prior to the Deemed Exercise Time, then
such Special Warrants will be deemed to have been exercised, delivered and surrendered by the holder thereof at the Deemed Exercise Time without any further action on the part of the holder. 

The holder of this Special Warrant Certificate may, at any time before the Deemed Exercise Time, exercise all or any number
of the Special Warrants represented hereby, by surrendering to the Special Warrant Agent a Special Warrant Certificate or Special Warrant Certificates representing the number of Special Warrants to be exercised, together with the duly completed and
executed exercise form attached as Appendix 1 hereto in accordance with the instructions contained in Appendix 4 attached hereto. Any such exercise at a time prior to 4 months and one calendar day after the Closing Date is subject to
compliance with, and may be restricted by, Applicable Legislation. If, at the time of the exercise of the Special Warrants, there remain restrictions on resale under Applicable Legislation on the Warrant Shares acquired, the Company may endorse the
certificates representing the Warrant Shares acquired with respect to such resale restrictions. 
 The Warrant Shares in
respect of which the Special Warrants are exercised will be deemed to have been issued on the date of such exercise, at which time each Special Warrantholder will be deemed to have become the holder of record of such Warrant Shares. 

After the exercise or deemed exercise of Special Warrants, the Special Warrant Agent shall within three Business Days of such
exercise or deemed exercise cause to be delivered to each Special Warrantholder at its address specified in the register for the Special Warrants maintained by the Special Warrant Agent, certificates for the appropriate number of Warrant Shares
issuable in respect of such Special Warrants, not exceeding those which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so exercised. If the holder of this Special Warrant Certificate exercises some but not all of
the Special Warrants represented hereby, he or she will be entitled to receive, without charge, a new Special Warrant Certificate representing the unexercised number of the Special Warrants represented hereby. 

The holder of this Special Warrant Certificate may at any time up to the Deemed Exercise Time, upon written instruction
delivered to the Special Warrant Agent and payment of the charges provided for in the Indenture and otherwise in accordance with the provisions of the Indenture, exchange this Special Warrant Certificate for other Special Warrant Certificates
evidencing Special Warrants entitling the holder to acquire in the aggregate the same number of Warrant Shares as may be acquired under this Special Warrant Certificate. 

  
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 The number of Warrant Shares which may be acquired by a Special Warrantholder
upon exercise of Special Warrants, are also subject to and governed by Article 4 of the Indenture with respect to anti-dilution provisions, including provisions for the appropriate adjustment of the class, number and price of the securities issuable
hereunder upon the occurrence of certain events including any subdivision, consolidation, or reclassification of the shares, payment of stock dividends, or amalgamation of the Company. In addition, should the U.S. Listing Date not occur on or prior
to the Deadline Date, then following the Deadline Date (including, for the avoidance of doubt, the Deemed Exercise Time), as to each Warrant Share underlying each Special Warrant immediately prior to the Deadline Date, such Special Warrant shall
entitle the holder thereof to obtain 1.5 Warrant Shares upon exercise or deemed exercise thereof in accordance with Article 4.2 of the Indenture. The foregoing adjustment shall be in addition to any adjustment provided for in Section 4.1 of the
Indenture and shall be applied after giving effect to the adjustments provided for in Section 4.1 of the Indenture. 

The holding of the Special Warrants evidenced by this Special Warrant Certificate does not constitute the Special
Warrantholder a shareholder of the Company or entitle such holder to any right or interest in respect thereof except as herein and in the Indenture expressly provided. 

The Special Warrants may only be transferred by the Special Warrantholder (or its legal representatives or its attorney duly
appointed), in accordance with applicable laws and upon compliance with the conditions set out in the Indenture, on the register kept at the office of the Special Warrant Agent by delivering to the Special Warrant Agent’s Vancouver office a
duly executed Form of Transfer attached as Appendix 2 hereto and complying with such other reasonable requirements as the Company and the Special Warrant Agent may prescribe and such transfer shall be duly noted on the register by the Special
Warrant Agent. 
 The holder understands and acknowledges that the Special Warrants and the Warrant Shares issuable
hereunder (together, the “Securities”) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or under the securities laws of any state of the United
States, and that Special Warrants originally issued in the United States or to, or for the account or benefit of, a person in the United States are, and any Securities issued upon exercise of such Special Warrants will be, “restricted
securities” within the meaning of Rule 144(a)(3) of the 1933 Act. 
 The holder understands that, until such time as
the same is no longer required under applicable requirements of the 1933 Act or applicable state securities laws, certificates representing Securities which are “restricted securities”, and all certificates issued in exchange therefor or
in substitution thereof, will bear a U.S. restrictive legend substantially in the form prescribed by Section 5.9 of the Special Warrant Indenture; provided that if the Special Warrants or the Warrant Shares are being sold outside the
United States in compliance with the requirements of Rule 904 of Regulation S (“Regulation S”) under the 1933 Act. at a time when the Company is a “foreign issuer”, as defined in Regulation S at the time of sale, such
legend may be removed by providing an executed declaration to the Special Warrant Agent or, with respect to Warrant Shares, the Company’s registrar and transfer agent, in substantially the form set forth as Appendix 3 attached to this Special
Warrant Certificate (or in such other form as the Company acting reasonably may prescribe from time to time) along with such additional information as the Company, the Special Warrant Agent or the transfer agent (as the case may be) may require,
and, if requested by the Company, the Special Warrant Agent or the transfer agent (as the case may be), an opinion of counsel of recognized standing in form and substance satisfactory to the Company, the Special Warrant Agent and the transfer agent
(as applicable) to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided further that if any Securities are being sold in accordance with Rule 144 under the 1933 Act or are eligible to be sold by
the holder thereof pursuant to Rule 144 under the U.S. Securities Act without restriction thereunder, the legend may be removed by delivery to the Company and the transfer agent of an opinion of counsel of recognized standing in form and substance
reasonably satisfactory to the Company, the Special Warrant Agent and the transfer agent (as applicable), to the effect that such legend is no longer required under applicable requirements of the 1933 Act and applicable state securities laws. 

This Special Warrant Certificate shall be construed in accordance with the laws of the Province of British Columbia and the
laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract. 

  
 A-3 








 After the exercise or deemed exercise of any of the Special Warrants represented
by this Special Warrant Certificate, the Special Warrantholder shall no longer have any rights under either the Indenture or this Special Warrant Certificate with respect to such Special Warrants, other than the right to receive certificates
representing the Warrant Shares issuable on the exercise of those Special Warrants, and those Special Warrants shall be void and of no further value or effect. 

The Indenture contains provisions making binding upon all Special Warrantholders resolutions passed at meetings of such
holders in accordance with such provisions or by instruments in writing signed by the Special Warrantholders holding a specified percentage of the Special Warrants. 

  
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 IN WITNESS WHEREOF the Company has caused this Special Warrant Certificate to be
executed and the Special Warrant Agent has caused this Special Warrant Certificate to be countersigned by its duly authorized officers as of this      day of
            , 201    . 
  

			
	 ESSA PHARMA INC.

		
	 Per:
		
			  

			 Authorized Signatory

	
	 COUNTERSIGNED BY:

	
	COMPUTERSHARE TRUST COMPANY OF CANADA
		
	 Per:
		
			  

			 Authorized Signatory


 Signature Page to Special Warrant Certificate 







 APPENDIX 1 TO 

SPECIAL WARRANT CERTIFICATE 

EXERCISE FORM 
  

	TO:	 ESSA PHARMA INC. (the “Company”) 



1. The undersigned hereby irrevocably exercises the right to acquire
                 Common Shares of the Company (or such number of other securities or property to which such Special Warrants entitle the undersigned in lieu thereof or
in addition thereto under the provisions of the accompanying Special Warrant Certificate) according to the provisions of the Indenture referenced in the accompanying Special Warrant Certificate. 

2. The Common Shares are to be registered as follows: 
  

			
	Name:		  

	 (print clearly)



			
		
	Address in full:		  



			
		
	Number of Common Shares:		  


 3. Such securities should be sent by courier to: 

 

			
	Name:		  

	 (print clearly)



			
		
	Address in full:		  


 If the number of Special Warrants exercised is less than the number of Special Warrants represented hereby,
the undersigned requests that the new Special Warrant Certificate representing the balance of the Special Warrants be registered in the name of the undersigned and should be sent by courier to: 

 

			
	Name:		  



			
	 (print clearly)

		
	Address in full:		  


 4. The undersigned understands that upon the exercise of Special Warrants issued in the United States or to,
or for the account or benefit of, a person in the United States, which bear the legend in Section 5.9(a) of the Special Warrant Indenture, the certificate(s) representing the Common Shares will bear a legend substantially in the form prescribed
by Section 5.9(a) of the Special Warrant Indenture restricting transfer of the Common Shares without registration under the United States Securities Act of 1933, as the same has been, and hereafter from time to time, may be amended (the
“U.S. Securities Act”) and applicable state securities laws unless an exemption from registration is available (including when the conditions for legend removal set forth in Section 5.9(a) have been satisfied). 

  
 A1-1 








 DATED at
                    ,                     , this
     day of             , 20    . 
  

					
	  
				  

	 Signature Witnessed or Guaranteed

(See instructions to Special Warrantholders in Appendix 4)
				 (Signature of Special Warrantholder, to be the same as appears on the face of this Special Warrant Certificate)

			
	 Name of Special Warrantholder:
				
			
					  

			
	 Address (Please print) :
				  

			
					  


 Notes to Special Warrantholders: 

 

	(1)	 In order to voluntarily exercise the Special Warrants represented by this certificate, prior to the Deemed Exercise Time pursuant to
Section 5.2 of the Indenture, this exercise form must be delivered to the Special Warrant Agent, together with this Special Warrant Certificate. Refer to the instructions to Special Warrantholders attached as Appendix 4 to this Special Warrant
Certificate. 


  

	(2)	 If this exercise form indicates that the Common Shares are to be issued to a person or persons other than the registered holder of this Special
Warrant Certificate, the signature of such holder on the exercise form must be guaranteed by a Canadian Schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member
of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). 



  
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 APPENDIX 2 TO 

SPECIAL WARRANT CERTIFICATE 

FORM OF TRANSFER 
  

	TO:	 ESSA PHARMA INC. (the “Company”) 



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name)
                     (the “Transferee”), of
                     (residential address)
                     Special Warrants of ESSA Pharma Inc. registered in the name of the undersigned on the records of Computershare Trust Company of
Canada represented by the attached certificate, and irrevocably appoints                      as the attorney of the undersigned to transfer the said
securities on the books or register of transfer, with full power of substitution. 
 DATED the      day of
            , 20    . 
  

					
	  
				  

	 Signature Guaranteed

(See instructions to Special

Warrantholders in Appendix 4)
				 (Signature of Special Warrantholder, to be the same as appears on the face of this Special Warrant Certificate)

			
	 Name of Special Warrantholder:

Address (Please Print):
				  

			
					  

			
					  


 REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the
securities is a US resident). Please select only one (see instructions below). 
  

							
	  ̈ Gift
		  ̈ Estate
		  ̈ Private Sale
		  ̈ Other (or no change in ownership)


 Date of Event (Date of gift, death or sale): Value per Warrant on the date of event: 

 

									
	 




		 ̈				 ̈		
		 CAD
		 OR
		 USD
		


  
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 Note to Special Warrantholders: 

 

	(1)	 In order to transfer the Special Warrants represented by this Special Warrant Certificate, this transfer form must be delivered to the Special
Warrant Agent, together with this Special Warrant Certificate. 


  

	(2)	 The signature of the holder on the transfer form must be guaranteed by a Canadian Schedule 1 chartered bank, a major trust company in Canada, a
member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). 



REASON FOR TRANSFER – FOR US RESIDENTS ONLY: 

Consistent with the regulations of the United States Internal Revenue Service (IRS), the Special Warrant Agent is required to request cost
basis information from securityholders resident in the United States. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but
rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place). 

  
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 APPENDIX 3 

FORM OF DECLARATION FOR REMOVAL OF LEGEND 
  

			
	 TO:
		 ESSA Pharma Inc.

		
	 AND TO:
		 The registrar and transfer agent for the securities of ESSA Pharma Inc.; OR

Computershare Trust Company of Canada, as Special Warrant Agent for the Special Warrants of ESSA Pharma Inc.


 The undersigned (A) acknowledges that the sale of the securities of ESSA Pharma Inc. (the
“Company”) represented by certificate number                     , to which this declaration relates was made in reliance on
Rule 904 of Regulation S under the United States Securities Act of 1933, as the same has been, and hereafter from time to time, may be amended (the “U.S. Securities Act”) and (B) certifies that (1) the
undersigned is not an “affiliate” of the Company as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor” or an affiliate of “distributor”, (2) the offer of such securities was not
made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United
States or (b) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) and neither the seller nor any person acting
on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any “directed
selling efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing-off” the resale restrictions imposed because the securities are
“restricted securities” as that term is described in Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to replace such securities sold in reliance on Rule 904 of the U.S. Securities Act with
fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to
evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S under the U.S. Securities Act. 

DATED at                      this
     day of             , 20    . 
  

			
	 By:
		  

	 Name:
		
	 Title:
		


 A. AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN ACCORDANCE WITH SECTION
(B)(2)(B) ABOVE) 
 We have read the foregoing representations of our customer,
                     (the “Seller”) dated
                    , with regard to our sale, for such Seller’s account, of the securities of the Company described therein, and on behalf of
ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a “designated offshore
securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act); (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such
securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such
transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. 
  

			
	  

	Name of Firm
		
	By:		  

			Authorized officer
		
	Date:		  



  
 A3-1 








 APPENDIX 4 

INSTRUCTIONS TO SPECIAL WARRANTHOLDERS 

TO EXERCISE: 
 If the Special
Warrantholder voluntarily exercises Special Warrants prior to the Deemed Exercise Time pursuant to Section 5.2 of the Indenture, it must complete, sign and deliver: 
  

	 	(b)	 the Exercise Form, attached as Appendix 1; and 


  

	 	(c)	 the Special Warrant Certificates, 



to the Special Warrant Agent indicating the number of Common Shares to be acquired. In such case, the signature of such registered holder on
the Exercise Form must be witnessed. 
 TO TRANSFER: 

If the Special Warrantholder wishes to transfer Special Warrants, then the Special Warrantholder must complete, sign and deliver (as
appropriate): 
  

	 	(d)	 the Transfer Form attached as Appendix 2; and 


  

	 	(e)	 the Special Warrant Certificates, 



to the Special Warrant Agent indicating the number of Special Warrants to be transferred. 

If the Special Warrant Certificate is transferred, the Special Warrantholder’s signature on the Transfer Form must be guaranteed by a
Canadian Schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc.
Medallion Signature Program (MSP). 
 For the protection of the holder, it would be prudent to use registered mail if forwarding by mail.

 GENERAL: 
 If the Transfer Form or
Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the Special Warrant Certificate must also be accompanied by evidence
of authority to sign satisfactory to the Special Warrant Agent. 
 The name and address of the Special Warrant Agent is: 

Computershare Trust Company of Canada 

3rd Floor, 510 Burrard Street 

Vancouver, British Columbia 

V6C 3B9 

  
 A4-1