Exhibit 4.7


 


STOCK OPTION PLAN OF


PETROTEQ ENERGY INC.


 


(November 23, 2018)


 


PART 1 - INTRODUCTION


 


1.01       Purpose


 


The purpose of the
Plan is to secure for the Corporation and its shareholders the benefits of incentive inherent in share ownership by the directors,
officers, key employees and, subject to the terms and conditions herein, consultants of the Corporation and its Affiliates who,
in the judgment of the Board, will be largely responsible for its future growth and success.


 


1.02       Definitions


 


		(a)	“Affiliate” has the meaning ascribed thereto in the Business Corporations Act
(Ontario) as amended from time to time.



 


		(b)	“Associate” has the meaning ascribed to such term in the Securities Act (Ontario).



 


		(c)	“Blackout Period” means a period during which the Corporation prohibits Optionees from
exercising their Options.



 


		(d)	“Board” means the board of directors of the Corporation.



 


		(e)	“Code” means the U.S. Internal Revenue Code of 1986, as amended.



 


		(f)	“Consultant” has the meaning ascribed to such term in Policy 4.4.



 


		(g)	“Corporation” means Petroteq Energy Inc., a corporation duly incorporated under the laws
of the Province of Ontario, and its Affiliates, if any, and includes any successor or assignee entity or entities into which the
Corporation may be merged, changed, or consolidated; any entity for whose securities the securities of the Corporation shall be
exchanged; and any assignee of or successor to substantially all of the assets of the Corporation.



 


		(h)	“Market Price” has the meaning ascribed to such term in Policy 1.1.



 


		(i)	“Disability” or “Disabled” means permanent and total disability as defined
in Section 22(e)(3) of the Code.



 


		(j)	“Eligible Person” shall mean an officer or director of the Corporation (“Executive”)
or an employee of the Corporation (“Employee”) or a Management Company Employee or a Consultant.



 


		(k)	“Exchange” means the TSX Venture Exchange.



 


		(l)	“Exercise Notice” means the notice respecting the exercise of an Option, substantially
in the form attached to the Option Certificate, duly executed by the Optionee.



 


		(m)	“Exercise Price” means the price at which an Option may be exercised as determined in
accordance with section 2.03.



 


		(n)	“Fair Market Value” means, if the Shares are listed on any national securities exchange
within the meaning of Section 409A of the Code, the closing sales price, if any, on the largest such exchange on the valuation
date, or, if none, on the most recent trade date immediately prior to the valuation date provided such trade date is no more than
thirty (30) days prior to the valuation date. If the Shares are not then listed on any such exchange, or there has been no trade
date within such thirty (30) day period, the fair market value shall be determined in good faith by the Board.



 



     


     


    

 


		(o)	“Section 422 Stock Option” means an Option which is intended to qualify as an incentive
stock option under Section 422 of the Code.



 


		(p)	“Insider” means (i) an insider as defined in the Securities Act (Ontario), other
than a person who falls within the definition solely by virtue of being a director or senior officer of a subsidiary of the Corporation,
and (ii) an Associate of any person who is an insider by virtue of the preceding sub-clause (i).



 


		(q)	“Investor Relations Activities” has the meaning ascribed to such term in Policy 1.1.



 


		(r)	“Management Company Employee” has the meaning ascribed to such term in Policy 4.4.



 


		(s)	“Material Information” has the meaning ascribed to such term in Policy 1.1.



 


		(t)	“Option” shall mean an option granted under the terms of the Plan.



 


		(u)	“Option Certificate” means the certificate, substantially in the form set out as Schedule
“A” hereto, evidencing an Option.



 


		(v)	“Option Period” shall mean the period during which an option may be exercised.



 


		(w)	“Optionee” shall mean an Eligible Person to whom an Option has been granted under the
terms of the Plan.



 


		(x)	“Outstanding Issue” means the number of Shares outstanding on a non-diluted basis.



 


		(y)	“Plan” means the stock option plan established and operated pursuant to Part 2 hereof.



 


		(z)	“Policy 1.1” means the Exchange’s Policy 1.1 entitled “Interpretation”
as amended from time to time.



 


		(aa)	“Policy 4.4” means the Exchange’s Policy 4.4 entitled “Incentive Stock Options”
as amended from time to time.



 


		(bb)	“Shares” shall mean the common shares of the Corporation.



 


PART 2 - SHARE OPTION PLAN


 


2.01       Participation


 


Options shall be granted
only to Eligible Persons.


 


2.02       Determination
of Option Recipients


 


The Board shall make
all necessary or desirable determinations regarding the granting of Options to Eligible Persons and may take into consideration
the present and potential contributions of a particular Eligible Person to the success of the Corporation and any other factors
which it may deem proper and relevant.


 


2.03       Price


 


The price at which
an Optionee may purchase a Share upon the exercise of an Option shall be determined from time to time by the Board and shall be
as set forth in the Option Certificate issued in respect of such Option but, in any event, shall not be less than the Market Price,
and in the case of an Eligible Person employed or performing services in the United States or otherwise subject to Section 409A
of the Code, shall not be less than Fair Market Value on the date of grant. If the Optionee owns directly or by reason of the applicable
attribution rules more than 10% of the total combined voting power of all classes of stock of the Corporation, the Option price
per share of the Shares covered by each Option which is intended to be a Section 422 Stock Option shall be not less than one hundred
ten percent (110%) of the Fair Market Value on the date of the grant.


 



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2.04       Grant
of Options


 


The Board may at any
time authorize the granting of Options to such Eligible Persons as it may select for the number of Shares that it shall designate,
subject to the provisions of the Plan. The date of each grant of Options shall be determined by the Board when the grant is authorized.


 


In the event that Options
are granted to Employees, Management Company Employees or Consultants, the Corporation represents that such Optionees shall be
bona fide Employees, Management Company Employees or Consultants, as the case may be.


 


The Corporation may
at the time of granting options hereunder provide for additional terms and conditions which are not inconsistent with Part 2 hereof
including, without limitation, terms and conditions deferring or delaying the date at which an Option may be exercised in whole
or in part. Such additional terms and conditions shall be as set forth in the Option Certificate issued in respect of such Option.


 


The Option Certificate
of any Option which is intended to qualify as an Section 422 Stock Option shall contain such limitations and restrictions upon
the exercise of the Option as shall be necessary in order that such Option qualifies as an “incentive stock option”
within the meaning of Section 422 of the Code. Further, the Option Certificate authorized under the Plan shall be subject to such
other terms and conditions including, without limitation, restrictions upon the exercise of the Option, as the Board shall deem
advisable and which are not inconsistent with the requirements of Section 422 of the Code.


 


Notwithstanding any
of the foregoing provisions, the Board may authorize the grant of an Option to a person not then in the employ of the Corporation
or of an Affiliate, conditioned upon such person becoming eligible to become an Eligible Person at or prior to the execution of
the Option Certificate evidencing the actual grant of such Option.


 


2.05       Term
of Options


 


Unless otherwise expired
pursuant to the terms of the Plan, all Options granted to an Optionee pursuant to this Plan shall expire at the close of business
ten (10) years from the date of grant or such earlier date as the Board shall decide when the Option is granted, subject to earlier
termination as herein provided; provided, however, that if the Option price is required under section 2.03 to be at least 110%
of Fair Market Value, each such Option shall terminate not more than five (5) years from the date of the grant thereof, and shall
be subject to earlier termination as herein provided.


 


Upon the expiration
of the Option Period, the Options granted shall forthwith expire and terminate and be of no further force or effect whatsoever
as to such of the Shares in respect of which the Option hereby granted has not then been exercised.


 


Notwithstanding the
foregoing, if the expiration of the Option Period falls within a Blackout Period the expiration of the Option Period shall be automatically
extended for ten (10) business days after the expiry of the Blackout Period on the condition that (i) the Blackout Period was formally
imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material
Information, (ii) the Blackout Period must be deemed to have expired upon the general disclosure of the undisclosed Material Information,
and (iii) the automatic extension of an Optionee’s options will not be permitted where the Optionee or the Corporation is
subject to a cease trade order (or similar order under applicable securities laws) in respect of the Corporation’s securities.


 


No Optionee or his
or her legal representative, legatees or distributees will be, or will be deemed to be, a holder of any Shares subject to an Option,
unless and until certificates for such Shares are issued to him, her or them or a securities intermediary with whom the Optionee
(or his or her legal representative, legatees or distributees) has an account, is recorded as the owner of such Shares in a book-entry
system under the terms of the Plan.


 



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2.06       Exercise
of Options


 


Except as set forth
in section 2.10, no Option may be exercised unless the Optionee is at the time of such exercise;


 


		(a)	in the case of an Employee, in the employ of the Corporation or any Affiliate and shall have been
continuously so employed since the grant of his or her Option, or have been a Consultant of the Corporation during such time thereafter,
but absence on leave, having the approval of the Corporation or such Affiliate, shall not be considered an interruption of employment
for any purpose of the Plan;



 


		(b)	in the case of a Consultant, under contract with the Corporation or any Affiliate and shall have
been continuously so contracted since the grant of the Option; or



 


		(c)	in the case of an Executive, a director or officer of the Corporation or any Affiliate and shall
have been such a director or officer continuously since the grant of his or her Option.



 


No Option may be exercised
by an Optionee until the Plan has been approved by the shareholders of the Corporation.


 


The exercise of any
Option will be contingent upon receipt by the Corporation of cash payment of the full Exercise Price of the Shares being purchased
by 5:00 p.m. (EST) on the last day of the Option Period by delivering to the Corporation an Exercise Notice, the applicable Option
Certificate and a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise Price
of the Shares to be purchased pursuant to the exercise of the Option.


 


2.07       Vesting
of Options


 


Executives, Employees,
Management Company Employees and Consultants


 


All Options granted
to an Eligible Person, other than Optionees performing Investor Relations Activities, pursuant to this Plan shall vest and become
fully exercisable as determined by the Board when the Option is granted.


 


Optionees performing
Investor Relations Activities


 


All Options granted
to Optionees performing Investor Relations Activities, pursuant to this Plan shall vest and become full exercisable as follows
or as determined by the Board when the Option is granted, but in any event such Options shall not vest any sooner:


 


		(a)	one quarter (1/4) of the Options on the date which is three (3) months from the date said Options
are granted;



 


		(b)	one quarter (1/4) of the Options on the date which is six (6) months from the date said Options
are granted;



 


		(c)	one quarter (1/4) of the Options on the date which is nine (9) months from the date said Options
are granted; and



 


		(d)	the final one quarter (1/4) of the Options on the date which is twelve (12) months from the date
said Options are granted.



 


2.08       Restrictions
on Grant of Options


 


The granting of Options
shall be subject to the following conditions:


 


		(a)	not more than two (2%) percent of the Outstanding Issue may be granted to any one Consultant in
any 12 month period;



 



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		(b)	not more than an aggregate of two (2%) percent of the Outstanding Issue may be granted in aggregate
to Eligible Persons conducting Investor Relations Activities in any 12 month period;



 


		(c)	unless the Corporation has obtained disinterested shareholder approval, not more than five (5%)
percent of the Outstanding Issue may be issued to any one individual in any 12 month period;



 


		(d)	unless the Corporation has obtained disinterested shareholder approval, not more than an aggregate
of ten (10%) percent of the Outstanding Issue may be issued to Insiders in any 12 month period; and



 


		(e)	unless the Corporation has obtained disinterested shareholder approval, the Corporation shall not
decrease the Exercise Price of Options previously granted to Insiders.



 


No Options shall be
granted after the expiration of ten (10) years from the earlier of the date of the adoption of the Plan by the Corporation or the
approval of the Plan by the stockholders of the Corporation, and provided further, that the fair market value of the Shares (determined
at the time the Option is granted) as to which Options designated as Section 422 Stock Options are exercisable for the first time
by any Eligible Person during any single calendar year (under the Plan and under any other incentive stock option plan of the Corporation
or an Affiliate) shall not exceed US$100,000.


 


If disinterested shareholder
approval is required, the proposed grant(s) or plan must be approved by a majority of the votes cast by all shareholders at the
shareholders’ meeting excluding votes attaching to shares beneficially owned by (i) Insiders to whom options may be granted
under the stock option plan; and (ii) Associates of such Insiders. Holders of non-voting and subordinate voting shares must be
given full voting rights on a resolution that requires disinterested shareholder approval.


 


2.09       Lapsed
Options


 


If Options are surrendered,
terminated or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased
under such lapsed Options.


 


2.10       Effect
of Termination of Employment, Death or Disability


 


		(a)	If an Optionee shall die while employed or retained by the Corporation, or while an Executive,
any Options held by the Optionee at the date of death, which have vested pursuant to section 2.07, shall become exercisable, in
whole or in part, but only by the persons or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s
will or the laws of descent and distribution (the “Successor Optionee”). All such Options shall be exercisable
only to the extent that the Optionee was entitled to exercise the Option at the date of his or her death and only for one (1) year
after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner, except that in
the event the expiration of the Option Period is earlier than one (1) year after the date of death, with the consent of the Exchange,
the Options shall be exercisable for up to one (1) year after the date of death of the Optionee as determined by the Board. Notwithstanding
the foregoing, the Board, in its discretion, may resolve that up to all of the Options held by an Optionee at the date of death
which have not yet vested shall vest immediately upon death.



 


		(b)	If the employment or engagement of an Optionee shall terminate with the Corporation due to disability
while the Optionee is employed or retained by the Corporation, any Option held by the Optionee on the date the employment or engagement
of the Optionee is terminated due to disability, which have vested pursuant to section 2.07, shall become exercisable, in whole
or in part. All such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the
date of his or her termination due to disability and only for one (1) year after the date of termination or prior to the expiration
of the Option Period in respect thereof, whichever is sooner, provided that Options that become exercisable due to disability shall
only be exercisable by the person or persons who have the legal authority to act on behalf of the Optionee in connection with the
rights of the Optionee to the Options. Notwithstanding the foregoing, the Board, in its discretion, may resolve that up to all
of the Options held by an Optionee on the date the employment or engagement of the Optionee is terminated due to disability which
have not yet vested shall vest immediately upon such date.



 



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		(c)	Subject to section 2.10 (d), if an Optionee ceases to be an Eligible Person (other than as provided
in section 2.10 (a) or (b)), any Options held by the Optionee on the date such Optionee ceased to be an Eligible Person, which
have vested pursuant to section 2.07, shall be exercisable only to the extent that the Optionee was entitled to exercise the Option
at the date such Optionee ceased to be an Eligible Person and only for ninety (90) days after the date such Optionee ceased to
be an Eligible Person, subject to the Board’s discretion to extend such period for up to one (1) year, or prior to the expiration
of the Option Period in respect thereof, whichever is sooner. Notwithstanding the foregoing, the Board, in its discretion, may
resolve that up to all of the Options held by an Optionee on the date the Optionee ceased to be an Eligible Person which have not
yet vested shall vest immediately upon such date.



 


		(d)	If the employment of an Employee or Consultant is terminated for cause (as determined by the Board)
no Option held by such Optionee may be exercised following the date upon which Termination occurred.



 


To the extent required by law, the Corporation
shall make adjustments to, and interpret, the Options as required by the U.S. Uniformed Services Employment and Reemployment Rights
Act.


 


2.11       Effect
of Offer or Sale


 


If at any time when
the Option hereby granted remains unexercised with respect to any Shares, (a) a general offer to purchase all of the issued shares
of the Corporation is made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and
undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries
of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution
of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its reasonable best
efforts to provide notice of such offer or proposal to the Optionee as soon as practicable and (i) the Corporation may, at its
option, permit the Option hereby granted to be exercised, as to all or any of the Optioned Shares in respect of which such Option
has not previously been exercised by the Optionee at any time up to and including (but not after) a date twenty (20) days following
the date of notice of such offer, sale or other similar transaction or prior to the close of business on the expiration date of
the Option Period, whichever is the later; and (ii) the Corporation may, at its option, determine that upon the expiration of such
twenty (20) day period, all rights to exercise the Option shall terminate and cease to have any further force or effect.


 


The Corporation may,
in its sole discretion and without the consent of Optionees, provide for one or more of the following: (i) the assumption of the
Plan and outstanding Options by the surviving entity or its parent; (ii) the substitution by the surviving entity or its parent
of Options with substantially the same terms for such outstanding Options; (iii) immediate exercisability of such outstanding Options
followed by cancellation of such Options; and (iv) settlement of the intrinsic value of the outstanding vested Options in cash
or cash equivalents or equity followed by the cancellation of all Options (whether or not then vested or exercisable).


 


2.12       Effect
of Amalgamation, Consolidation or Merger


 


If the Corporation
amalgamates, consolidates with or merges with or into another corporation, upon the exercise of an Option following such amalgamation,
consolidation or merger, the Optionee shall be entitled to receive, and shall accept, in lieu of Shares, the securities, property
or cash which the Optionee would have received upon such amalgamation, consolidation or merger if the Optionee had exercised his
Option and held Shares immediately prior to the effective date of such amalgamation, consolidation or merger, and the number of
Shares and the option price shall be adjusted appropriately by the directors of the Corporation and such adjustment shall be binding
for all purposes herein.


 



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2.13       Adjustment
in Shares Subject to the Plan


 


If there is any change
in the Shares through or by means of a declaration of stock dividends of Shares or consolidations, subdivisions or reclassification
of Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option, and the Exercise Price
thereof shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of the
Plan. No such adjustment shall be made under the Plan which shall, within the meaning of Sections 424 and 409A of the Code, constitute
such a modification, extension, or renewal of an Option as to cause the adjustment to be considered as the grant of a new Option.


 


2.14       Hold
Period


 


All Options and any
Shares issued on the exercise of Options may be subject to and legended with a four month hold period commencing on the date the
Options were granted pursuant to the rules of the Exchange and applicable securities laws. Any Shares issued on the exercise of
Options may be subject resale restrictions contained in National Instrument 45-102 – Resale of Securities which would
apply to the first trade of the Shares.


 


2.15       Notification
of Grant of Option


 


Following the granting
of an Option by the Board, the Corporation shall notify the Optionee in writing of the Option and shall enclose with such notice
the Option Certificate representing the Option so granted. Each Optionee, concurrently with the notice of the grant of an Option,
shall be provided with a copy of the Plan.


 


2.16       Options
Granted To Corporations


 


Except in relation
to a Consultant that is a corporation, Options may only be granted to an individual or a corporation that is wholly-owned by an
Eligible Person. If a corporation is an Optionee, it must provide the Exchange with a completed Form 4F – Certification
and Undertaking Required from a Corporation Granted an Incentive Stock Option. The corporation must agree not to effect or
permit any transfer of ownership or option of shares of the corporation nor to issue further shares of any class in the corporation
to any other individual or entity as long as the Option remains outstanding, except with the written consent of the Exchange.


 


PART 3 - GENERAL


 


3.01       Number
of Shares


 


The aggregate number
of Shares that may be reserved for issuance, at any time, under the Plan shall not exceed 17,969,849 Shares, being 20% of the total
Outstanding Issue as at the date hereof.


 


3.02       Transferability


 


All benefits, rights
and options accruing to any Optionee in accordance with the terms and conditions of the Plan shall not be transferable or assignable
unless specifically provided herein. During the lifetime of an Optionee, all benefits, rights and options may only be exercised
by the Optionee.


 


3.03       Employment


 


Nothing contained in
any Plan shall confer upon any Optionee any right with respect to employment or continuance of employment with the Corporation
or any Affiliate, or interfere in any way with the right of the Corporation or any Affiliate to terminate the Optionee’s employment
at any time. Participation in any Plan by an Optionee is voluntary.


 


3.04       Approval
of Plan


 


Options issued under
the Plan shall only become exercisable after the Plan has been approved by the shareholders of the Corporation; provided, however:


 


		(a)	unless consistent with the terms contained herein and approved by the Board, nothing contained
herein shall in any way affect Options previously granted by the Corporation and currently outstanding;



 



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		(b)	the Plan must receive shareholder approval yearly, at the Corporation’s annual general meeting.



 


The obligation of the
Corporation to sell and deliver Shares in accordance with the Plan is subject to the approval of any governmental authority having
jurisdiction or any stock exchanges on which the Shares are listed for trading which may be required in connection with the authorization,
issuance or sale of such Shares by the Corporation. If any Shares cannot be issued to any Optionee for any reason including, without
limitation, the failure to obtain such approval, then the obligation of the Corporation to issue such Shares shall terminate and
any Optionee’s option price paid to the Corporation shall be returned to the Optionee.


 


3.05       Administration
of the Plan


 


The Board is authorized
to interpret the Plan from time to time and to adopt, amend and rescind rules and regulations for carrying out the Plan. The interpretation
and construction of any provision of the Plan by the Board shall be final and conclusive. Administration of the Plan shall be the
responsibility of the appropriate officers of the Corporation and all costs in respect thereof shall be paid by the Corporation.


 


3.06       Income
Taxes


 


As a condition of and
prior to participation in the Plan, if requested by the Board, a Optionee shall authorize the Corporation in written form to withhold
from any remuneration otherwise payable to such Optionee any amounts required by any taxing authority to be withheld for taxes
of any kind as a consequence of such participation in the Plan.


 


In addition, if the
Corporation is required under the Income Tax Act (Canada) or any other applicable law to make source deductions in respect
of employee stock option benefits to the Optionee and to remit to the applicable governmental authority an amount on account of
tax on the value of the taxable benefit associated with the issuance of Shares on exercise of Options, then the Optionee shall
(i) pay to the Corporation, in addition to the Exercise Price for the Options, sufficient cash as is reasonably determined by the
Corporation to be the amount necessary to permit the required tax remittance, (ii) authorize the Corporation, on behalf of the
Optionee, to sell in the market on such terms and at such time or times as the Corporation determines a portion of the Shares being
issued upon exercise of the Options to realize cash proceeds to be used to satisfy the required tax remittance, or (iii) make other
arrangements acceptable to the Corporation to fund the required tax remittance.


 


3.07       Amendments
to the Plan


 


The Board reserves
the right to amend, modify or terminate the Plan at any time if and when it is advisable in the absolute discretion of the Board.
However, any amendments of the Plan which could result, at any time, in:


 


		(a)	a material increase in the benefits under the Plan; or



 


		(b)	an increase in the number of Shares which would be issued under the Plan (except any increase resulting
automatically from an increase in the total Outstanding Issue); or



 


		(c)	a material modification in the requirement as to eligibility for participation in the Plan;



 


shall be effective
only upon the approval of the shareholders of the Corporation. Any amendment to any provision of the Plan shall be subject to approval,
if required, by any regulatory body having jurisdiction over the securities of the Corporation.


 


3.08       No
Representation or Warranty


 


The Corporation makes
no representation or warranty as the future market value of any Shares issued in accordance with the provisions of the Plan.


 


3.09       Interpretation


 


The Plan will be governed
by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.


 



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3.10       Savings
Clause


 


This Plan is intended
to comply in all respects with applicable law and regulations, including Section 409A of the Code. In case any one or more provisions
of this Plan shall be held invalid, illegal, or unenforceable in any respect under applicable law and regulation (including Section
409A of the Code), the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby and the invalid, illegal, or unenforceable provision shall be deemed null and void; however, to the extent permitted by
law, any provision that could be deemed null and void shall first be construed, interpreted, or revised retroactively to permit
this Plan to be construed in compliance with all applicable law (including Section 409A of the Code) so as to foster the intent
of this Plan.


 


3.11       Compliance
with Applicable Law, etc.


 


If any provision of
the Plan or of any Option Certificate delivered pursuant to the Plan contravenes any law or any order, policy, by-law or regulation
of any regulatory body or stock exchange having authority over the Corporation or the Plan then such provision shall be deemed
to be amended to the extent required to bring such provision into compliance therewith.


 




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SCHEDULE “A”


PETROTEQ ENERGY INC.


STOCK OPTION PLAN




If issued to officers or directors or at a discount to the Market Price - WITHOUT PRIOR WRITTEN APPROVAL OF 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 TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE
BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE GRANT DATE].


 


Insert the following U.S.
legend if the Option is being issued to an Optionee who is in the United States or who is a U.S. person:


 


[THE OPTION REPRESENTED BY THIS CERTIFICATE
AND THE COMMON SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF,
BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER
THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES
LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND
REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND IT HAS, IN THE CASE OF EACH OF (C) AND (D), PRIOR TO SUCH TRANSFER
FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION
TO SUCH EFFECT.]


 


PETROTEQ ENERGY INC.


 


STOCK OPTION PLAN


OPTION CERTIFICATE


 


This Certificate is issued pursuant to
the provisions of the Petroteq Energy Inc. (the “Corporation”) stock option plan (the “Plan”)
and evidences that ______________________________ is the holder (the “Optionee”) of an option (the “Option”)
to purchase up to _______________________________ common shares (the “Shares”) in the capital stock of the Corporation
at a purchase price of CAD$_________ per Share (the “Exercise Price”).


 


 


The Plan provides for the granting of stock
options that either (i) are intended to qualify as “Incentive Stock Options” within the meaning of Section 422 of the
United States Internal Revenue Code of 1986 (“Section 422 Stock Options”), as amended (the “Code”),
or (ii) do not qualify as Section 422 Stock Options (“Non-Qualified Stock Options”). This Option is intended
to be (select one):


 


 ̈
a Section 422 Stock Option; or


 


 ̈
a Non-Qualified Stock Option.


 



     


     


    

 


Subject to the provisions of the Plan:


 


		(a)	the effective date of the grant of the Option is __________, 20__;



		(b)	the Option expires at 5:00 p.m. (EST) on ______________, 20__; and



		(c)	the Options shall vest as follows:



 


	Date	 	Percent of Stock Options Vested	 	Number of Stock Options Vested	 	Aggregate Number of Stock Options Vested
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


The vested portion or portions of the Option
may be exercised at any time and from time to time from and including the date of the grant of the Option through to 5:00 p.m.
(EST) on the expiration date of the Option Period by delivering to the Corporation an Exercise Notice, in the form attached as
Appendix “I” hereto, together with this Certificate and a certified cheque or bank draft payable to the Corporation
in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which the Option is being exercised.


 


All Options and any Shares issued on the
exercise of Options may be subject to resale restrictions and may be subject to and legended with a four month hold period commencing
on the date the Options were granted pursuant to the rules of the Exchange and applicable securities laws. The Options hereby granted
are subject to the approval of the Exchange.


 


This Certificate and the Option evidenced
hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan,
the terms and conditions of which the Optionee hereby expressly agrees with the Corporation to be bound by. This Certificate is
issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan
and the records of the Corporation shall prevail.


 


If the Optionee is a U.S. person or is
located in the United States, the Optionee acknowledges and agrees as follows:


 


		(a)	The Option and the Shares (collectively, the “Securities”) have not been and
will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”),
or the securities laws of any state of the United States, and the Option is being granted to the Optionee in reliance on an exemption
from the registration requirements of the U.S. Securities Act and applicable state securities laws.



 


		(b)	The Securities will be “restricted securities”, as defined in Rule 144 under the U.S.
Securities Act, and the rules of the United States Securities and Exchange Commission provide in substance that the Optionee may
dispose of the Securities only pursuant to an effective registration statement under the U.S. Securities Act or an exemption therefrom,
and the Corporation has no obligation to register any of the Securities or to take action so as to permit sales pursuant to the
U.S. Securities Act (including Rule 144 thereunder, if available).



 


		(c)	If the Optionee decides to offer, sell or otherwise transfer any of the Shares, the Optionee will
not offer, sell or otherwise transfer the Option directly or indirectly, unless:



 


		(i)	the sale is to the Corporation;



 


		(ii)	the sale is made outside the United States in a transaction meeting the requirements of Rule 904
of Regulation S under the U.S. Securities Act (“Regulation S”) and in compliance with applicable local laws
and regulations;



 



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		(iii)	the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities
Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or “blue sky”
laws; or



 


		(iv)	the Shares are sold in a transaction that does not require registration under the U.S. Securities
Act or any applicable state laws and regulations governing the offer and sale of securities;



 


and, in the case of each of (iii)
and (iv) it has prior to such sale furnished to the Corporation an opinion of counsel reasonably satisfactory to the Corporation
stating that such transaction is exempt from registration under applicable securities laws.


 


		(d)	The Option may not be exercised by or for the account or benefit of a person in the United States
or a U.S. person unless registered under the U.S. Securities Act and any applicable state securities laws, unless an exemption
from such registration requirements is available.



 


		(e)	The certificate(s) representing the Shares will be endorsed with the following or a similar legend
until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities
laws:



 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “U.S. SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
FOR THE BENEFIT OF THE CORPORATION, THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION;
(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH
THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN
OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. THE PRESENCE OF
THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY
ON A CANADIAN STOCK EXCHANGE.”


 


provided, that if the Shares are
being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S and such Shares were acquired
at a time when the Corporation is a “foreign issuer” as defined in Regulation S, the legend set forth above may be
removed by providing an executed declaration to the registrar and transfer agent of the Corporation, in substantially the form
set forth as Appendix “II” hereto (or in such other form as the Corporation may prescribe from time to time) and, if
requested by the Corporation or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory
to the Corporation and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation
S; and provided, further, that, if any Shares are being sold otherwise than in accordance with Regulation S and other than to the
Corporation, the legend may be removed by delivery to the registrar and transfer agent and the Corporation of an opinion of counsel,
of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements
of the U.S. Securities Act or state securities laws.


 


		(f)	Rule 905 of Regulation S provides in substance that any “restricted securities” that
are equity securities of a “domestic issuer” (including an issuer that no longer qualifies as a “foreign issuer”)
will continue to be deemed to be restricted securities notwithstanding that they were acquired in a resale transaction pursuant
to Rule 901 or 904 of Regulation S; that Rule 905 of Regulation S will apply in respect of Shares if the Corporation is not a “foreign
issuer” at the time of exercise of the related Options; and that the Corporation is not obligated to remain a “foreign
issuer”.



 



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		(g)	“Domestic issuer”, “foreign issuer”, “United States”
and “U.S. person” are as defined in Regulation S.



 


		(h)	If the Optionee is resident in the State of California on the effective date of the grant of the
Option, then, in addition to the terms and conditions contained in the Plan and in this Certificate, the Optionee acknowledges
that the Corporation, as a reporting issuer under the securities legislation in the Provinces of British Columbia, Alberta and
Ontario, is required to publicly file with the securities regulators in those jurisdictions continuous disclosure documents, including
audited annual financial statements and unaudited quarterly financial statements (collectively, the “Financial Statements”).
Such filings are available on the System for Electronic Document Analysis and Retrieval (SEDAR), and documents filed on SEDAR may
be viewed under the Corporation’s profile at the following website address: www.sedar.com. Copies of Financial Statements
will be made available to the Optionee by the Corporation upon the Optionee’s request.



 


All terms not otherwise defined in this
Certificate shall have the meanings given to them under the Plan.


 


Dated this ____ day of _____________, 20___.


 


PETROTEQ ENERGY INC.


 





	Per:  	 	 
	 	 	 
	 	Authorized Signatory	 




 




    A-4


     


    

 


APPENDIX “I”

PETROTEQ ENERGY INC.


 


STOCK OPTION PLAN


EXERCISE NOTICE


 


TO:PETROTEQ ENERGY INC. (the “Corporation”)


 


1.       The
undersigned (the “Optionee”), being the holder of options to purchase ________________ common shares of the
Corporation at the exercise price of ______ per share, hereby irrevocably gives notice, pursuant to the stock option plan of the
Corporation (the “Plan”), of the exercise of the Option to acquire and hereby subscribes for ____________ of
such common shares of the Corporation.


 


2.       The
Optionee tenders herewith a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise
Price of the aforesaid common shares exercised and directs the Corporation to issue a share certificate evidencing said common
shares in the name of the Optionee to be mailed to the Optionee at the following address:


 


___________________________________


___________________________________


___________________________________


___________________________________


 


3.       By
executing this Exercise Notice, the Optionee hereby confirms that the undersigned has read the Plan and agrees to be bound by the
provisions of the Plan. All terms not otherwise defined in this Exercise Notice shall have the meanings given to them under the
Plan or the attached Option Certificate.


 


4.       The
Optionee is resident in __________ [name of state/province].


 


5.       The Optionee represents,
warrants and certifies as follows (please check all of the categories that apply):


 


		(a) ☐	the Optionee at the time of exercise of the Option is not
in the United States, is not a “U.S. person” as defined in Regulation S under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”) and is not exercising the Option on behalf of, or for the account
or benefit of a U.S. person or a person in the United States and did not execute or deliver this exercise form in the United States;



 


		(b) ☐	the undersigned holder is resident in the United States
or is a U.S. person who is a resident of the jurisdiction referred to in the address appearing above, and is a U.S. Accredited
Investor and has completed the U.S. Accredited Investor Status Certificate in the form attached to this Exercise Notice;



 


		(c) ☐	the undersigned holder is resident in the United States
or is a U.S. person who is a resident of the jurisdiction referred to in the address appearing above, and is a natural person
who is either: (i) a director, officer or employee of the Corporation or of a majority-owned subsidiary of the Corporation (each,
an “Eligible Company Optionee”), (ii) a consultant who is providing bona fide services to the Corporation or
a majority-owned subsidiary of the Corporation that are not in connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market for the Corporation’s securities (an “Eligible
Consultant”), or (iii) a former Eligible Company Optionee or Eligible Consultant; and/or



 


		(d) ☐	if the undersigned holder is resident in the United States
or is a U.S. person, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent an opinion
of counsel (which will not be sufficient unless it is in form and substance satisfactory to the Corporation) or such other evidence
satisfactory to the Corporation to the effect that with respect to the securities to be delivered upon exercise of the Option,
the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws or an exemption
from the registration requirements of the U.S. Securities Act and applicable state securities laws is available;



 



     


     


    

 


6.       “United States”
and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.


 


Note: Certificates representing Shares
will not be registered or delivered to an address in the United States unless Box 5(b), (c) or (d) above is checked.


 


7.       If
the undersigned Optionee has marked Box 5(b), (c) or (d) above, the undersigned Optionee hereby represents, warrants, acknowledges
and agrees that:


 


		(a)	funds representing the subscription price for the Shares which will be advanced by the undersigned
to the Corporation upon exercise of the Options will not represent proceeds of crime for the purposes of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”),
and the undersigned acknowledges that the Corporation may in the future be required by law to disclose the undersigned’s name and
other information relating to this exercise form and the undersigned’s subscription hereunder, on a confidential basis, pursuant
to the PATRIOT Act. No portion of the subscription price to be provided by the undersigned (i) has been or will be derived from
or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or
(ii) is being tendered on behalf of a person or entity who has not been identified to or by the undersigned, and it shall promptly
notify the Corporation if the undersigned discovers that any of such representations ceases to be true and provide the Corporation
with appropriate information in connection therewith;



 


		(b)	the financial statements of the Corporation have been prepared in accordance with Canadian generally
accepted accounting principles or International Financial Reporting Standards, which differ in some respects from United States
generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;



 


		(c)	there may be material tax consequences to the Optionee of an acquisition or disposition of any
of the Shares. The Corporation gives no opinion and makes no representation with respect to the tax consequences to the Optionee
under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition of such securities.
In particular, no determination has been made whether the Corporation will be a “passive foreign investment company”
within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended; and



 


		(d)	if the undersigned has marked Box 5(c) above, the Corporation may rely on the registration exemption
in Rule 701 under the U.S. Securities Act and a state registration exemption, but only if such exemptions are available; in the
event such exemptions are determined by the Corporation to be unavailable, the undersigned may be required to provide additional
evidence of an available exemption, including, without limitation, the legal opinion contemplated by Box 5(d).



 


8.       If
the undersigned Optionee has marked Box 5(b) above, the undersigned represents and warrants to the Corporation that:


 


		(a)	the Optionee has such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Shares, and the undersigned is able to bear the economic risk of loss
of his or her entire investment;



 


		(b)	the Corporation has provided to the undersigned the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering, and the undersigned has had access to such information concerning the Corporation
as the Optionee has considered necessary or appropriate in connection with his or her investment decision to acquire the Shares;



 



    I-2


     


    

 


		(c)	the undersigned is: (i) purchasing the Shares for his or her own account or for the account of
one or more U.S. Accredited Investors with respect to which the undersigned is exercising sole investment discretion, and not on
behalf of any other person; and (ii) is purchasing the Shares for investment purposes only and not with a view to resale, distribution
or other disposition in violation of United States federal or state securities laws; and



 


		(d)	the undersigned has not exercised the Option as a result of any form of general solicitation or
general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or
similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising.



 


9.       If
the undersigned has indicated that the undersigned is a U.S. Accredited Investor by marking Box 5(b) above, or if the undersigned
has marked Box 7(c) above on the basis that the exercise of the Option is subject to the registration exemption in Rule 701 under
the U.S. Securities Act and an available state registration exemption, the undersigned also acknowledges and agrees that:


 


		(a)	the Shares have not been and will not be registered under the U.S. Securities Act or the securities
laws of any state of the United States, and the Shares will be issued as “restricted securities” (as such term is defined
in Rule 144(a)(3) under the U.S. Securities Act) and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly,
without prior registration under the U.S. Securities Act and applicable state securities laws absent an exemption from such registration
requirements; and



 


		(b)	the certificate(s) representing the Shares will be endorsed with a U.S. restrictive legend substantially
in the form set forth in the Option Certificate until such time as it is no longer required under the applicable requirements of
the U.S. Securities Act or applicable state securities laws.



 


10       The
undersigned Optionee hereby represents, warrants, acknowledges and agrees that the certificate(s) representing the Shares may be
subject to and legended with a four month hold period commencing on the date the Options were granted pursuant to the rules of
the Exchange and applicable securities laws.


 


 


DATED the ________ day of ____________________,
__________.


 


	 	 
		Signature of Optionee



 






    I-3


     


    

 




U.S.
ACCREDITED INVESTOR STATUS CERTIFICATE


 


In connection with the exercise of an option
to purchase common shares of Petroteq Energy Inc. (the “Corporation”) by the Optionee, the Optionee hereby
represents and warrants to the Corporation that the Optionee satisfies one or more of the following categories of Accredited Investor
(please initial each category that applies):


 


	______	(1)	Any director or executive officer of the Corporation; or


 


	______	(2)	A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase of the Shares contemplated by the accompanying Exercise Notice, exceeds US$1,000,000 (for the purposes of calculating net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the purchase of the Shares, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time execution of the accompanying Exercise Notice exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability); or


 


	______	(3)	A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or


 


	______	(4)	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US$5,000,000; or


 


	______	(5)	An entity in which all of the equity owners meet the requirements of at least one of the above categories (if this alternative is checked, you must identify each equity owner and provide statements signed by each demonstrating how each qualifies as an Accredited Investor).






 



     


     


    

 


PETROTEQ ENERGY INC.


 


STOCK OPTION PLAN


FORM OF DECLARATION FOR REMOVAL
OF LEGEND


 


		TO:	Petroteq Energy Inc. (the “Company”)



 


		AND TO:	Registrar and transfer agent for the common shares of the
Company



 


The undersigned (a)
acknowledges that the sale of ____________________________________ (the “Securities”) of the Company, represented
by certificate number _________________________________, to which this declaration relates is being made in reliance on Rule 904
of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), and (b) certifies that (1) the undersigned is not (A) an “affiliate” of the Company (as that term
is defined in Rule 405 under the U.S. Securities Act), (B) a “distributor” as defined in Regulation S or (C) an
affiliate of a 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 the
Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another “designated offshore securities
market”, 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 any of 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 such term is defined in Rule 144(a)(3) under the U. S. Securities
Act); (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S 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, is part of a plan or scheme to evade the registration provisions of the U. S. Securities Act. Terms
used herein have the meanings given to them by Regulation S.


 


Dated: __________________ .


	 	X
	 	Signature of individual (if Seller is an individual)
	 	 
	 	X
	 	Authorized signatory (if Seller is not an individual)
	 	 
	 	 
	 	Name of Seller (please print)
	 	 
	 	 
	 	Name of authorized signatory (please print)
	 	 
	 	 
	 	Official capacity of authorized signatory (please print)




 




     


     


    

 


Affirmation by Seller’s Broker-Dealer

(Required for sales pursuant to Section (b)(2)(B) above)


 


We have read the foregoing representations
of our customer, _________________________ (the “Seller”) dated _______________________, with regard to the sale,
for such Seller’s account, of _________________ common shares (the “Securities”) of the Company represented by
certificate number ______________. We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”), on behalf of the Seller. In that connection,
we hereby represent to you as follows:


 


		(1)	no offer to sell Securities was made to a person in the United States;



 


		(2)	the sale of the Securities was executed in, on or through the facilities of the Toronto Stock Exchange,
the TSX Venture Exchange, the Canadian Securities Exchange or another designated offshore securities market (as defined in Rule
902(b) of Regulation S under the U.S. Securities Act), and, to the best of our knowledge, the sale was not pre-arranged with a
buyer in the United States;



 


		(3)	no “directed selling efforts” were made in the United States by the undersigned, any
affiliate of the undersigned, or any person acting on behalf of the undersigned; and



 


		(4)	we have done no more than execute the order or orders to sell the Securities as agent for the Seller
and will receive no more than the usual and customary broker’s commission that would be received by a person executing such
transaction as agent.



 


For purposes of these representations:
“affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the undersigned; “directed selling efforts” means any activity
undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United
States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons
in the United States); and “United States” means the United States of America, its territories or possessions,
any State of the United States, and the District of Columbia.


 


Legal counsel to the Company shall be entitled
to rely upon the representations, warranties and covenants contained herein to the same extent as if this affirmation had been
addressed to them.


 


	Dated:		 
	 	 	 
	 	 
	Name of Firm	 



 


	By:	 	 
	 	Authorized Officer	 







 



    II-2