Exhibit 4.4


 


 


PERPETUA
RESOURCES CORP.


 


OMNIBUS
EQUITY INCENTIVE PLAN


 


MARCH 8,
2021


 






     


     


    

 


TABLE
OF CONTENTS


 


	Article 1 

PURPOSE 	1
	1.1	Purpose	1
	 	 	 
	Article 2 

INTERPRETATION 	1
	2.1	Definitions	1
	2.2	Interpretation	8
	 	 	 
	Article 3 

ADMINISTRATION 	9
	3.1	Administration	9
	3.2	Delegation to Committee	10
	3.3	Determinations Binding	10
	3.4	Eligibility	11
	3.5	Plan Administrator Requirements	11
	3.6	Total Shares Subject to Awards	11
	3.7	Limits on Grants of Awards	12
	3.8	Award Agreements	12
	3.9	Non-transferability of Awards	12
		 	 
	Article 4 

OPTIONS 	13
	4.1	Granting of Options	13
	4.2	Exercise Price	13
	4.3	Term of Options	13
	4.4	Vesting and Exercisability	13
	4.5	Payment of Exercise Price	14
		 	 
	Article 5 

RESTRICTED SHARE UNITS 	15
	5.1	Granting of RSUs	15
	5.2	RSU Account	15
	5.3	Vesting of RSUs	15
	5.4	Settlement of RSUs	15
		 	 
	Article 6 

PERFORMANCE SHARE UNITS 	16
	6.1	Granting of PSUs	16
	6.2	Terms of PSUs	16
	6.3	Performance Goals	17
	6.4	PSU Account	17
	6.5	Vesting of PSUs	17
	6.6	Settlement of PSUs	17



 






    (i)


     


    

 


	Article 7
    

DEFERRED SHARE UNITS	18
	7.1	Granting of DSUs	18
	7.2	DSU Account	19
	7.3	Vesting of DSUs	19
	7.4	Settlement of DSUs	20
	7.5	No Additional Amount or Benefit	20
		 	 
	Article 8 

ADDITIONAL AWARD TERMS 	20
	8.1	Dividend Equivalents	20
	8.2	Black-out Period	21
	8.3	Withholding Taxes	21
	8.4	Recoupment	21
		 	 
	Article 9 

TERMINATION OF EMPLOYMENT OR SERVICES 	22
	9.1	Termination of Employee, Consultant or Director	22
		 	 
	Article 10 

EVENTS AFFECTING THE CORPORATION 	24
	10.1	General	24
	10.2	Change in Control	25
	10.3	Reorganization of Corporation’s Capital	26
	10.4	Other Events Affecting the Corporation	26
	10.5	Immediate Acceleration of Awards	26
	10.6	Issue by Corporation of Additional Shares	26
	10.7	Fractions	27
		 	 
	Article 11

 U.S. TAXPAYERS 	27
	11.1	Provisions for U.S. Taxpayers	27
	11.2	ISOs	27
	11.3	ISO Grants to 10% Shareholders	28
	11.4	$100,000 Per Year Limitation for ISOs	28
	11.5	Disqualifying Dispositions	28
	11.6	Section 409A of the Code	28
	11.7	Section 83(b) Election	29
	11.8	Application of Article 11 to U.S. Taxpayers	29
		 	 
	Article 12

 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN 	30
	12.1	Amendment, Suspension, or Termination of the Plan	30
	12.2	Shareholder Approval	30
	12.3	Permitted Amendments	31



 






    (ii)


     


    

 


	Article 13

 MISCELLANEOUS 	31
	13.1	Legal Requirement	31
	13.2	No Other Benefit	32
	13.3	Rights of Participant	32
	13.4	Corporate Action	32
	13.5	Conflict	32
	13.6	Anti-Hedging Policy	32
	13.7	Participant Information	32
	13.8	Participation in the Plan	33
	13.9	International Participants	33
	  13.10	Successors and Assigns	33
	  13.11	General Restrictions or Assignment	33
	  13.12	Severability	33
	  13.13	Notices	33
	  13.14	Effective Date	34
	  13.15	Governing Law	34
	  13.16	Submission to Jurisdiction	34


 






    (iii)


     


    

 





Perpetua
Resources Corp .


 


Omnibus
Equity Incentive Plan


 


Article 1

PURPOSE


 


		1.1	Purpose



 


The purpose of this Plan is to provide
the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Employees and Consultants of the Corporation
and its subsidiaries, to reward such of those Directors, Employees and Consultants as may be granted Awards under this Plan by the Board
from time to time for their contributions toward the long- term goals and success of the Corporation and to enable and encourage such
Directors, Employees and Consultants to acquire Shares as long-term investments and proprietary interests in the Corporation.


 


Article 2

INTERPRETATION


 


		2.1	Definitions



 


When used herein, unless the context
otherwise requires, the following terms have the indicated meanings, respectively:


 


“Affiliate” means
any entity that is an “affiliate” for the purposes of National Instrument 45-106 – Prospectus Exemptions of the
Canadian Securities Administrators, as amended from time to time;


 


“Award” means any
Option, Restricted Share Unit, Performance Share Unit or Deferred Share Unit granted under this Plan which may be denominated or settled
in Shares, cash or in such other form as provided herein;


 


“Award Agreement”
means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan
Administrator, evidencing the terms and conditions on which an Award has been granted under this Plan and which need not be identical
to any other such agreements;


 


“Board” means the
board of directors of the Corporation as it may be constituted from time to time;


 


“Business Day” means
a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Toronto and Vancouver are open for commercial
business during normal banking hours;


 


“Canadian Taxpayer”
means a Participant that is resident of Canada for purposes of the Tax Act;


 


“Cash Fees” has the
meaning set forth in Subsection 7.1(a);


 






     


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“Cashless Exercise”
has the meaning set forth in Subsection 4.5(b);


 


“Cause” means, with
respect to a particular Participant:


 


		(a)	“cause”(or any similar term) as such term is defined in the employment or other written agreement
between the Corporation or a subsidiary of the Corporation and the Employee; or



 


		(b)	in the event there is no written or other applicable employment or other agreement between the Corporation
or a subsidiary of the Corporation or “cause” (or any similar term) is not defined in such agreement, “cause”
as such term is defined in the Award Agreement.



 


“Change in Control”
means the occurrence of any one or more of the following events:


 


		(a)	any transaction at any time and by whatever means pursuant to which any Person or any group of two (2) or
more Persons acting jointly or in concert hereafter acquires the direct or indirect “beneficial ownership” (as defined in
the Securities Act (British Columbia)) of, or acquires the right to exercise Control or direction over, securities of the Corporation
representing more than 50% of the then issued and outstanding voting securities of the Corporation, including, without limitation, as
a result of a take-over bid, an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital
reorganization or any other business combination or reorganization;



 


		(b)	the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Corporation
to a Person other than a subsidiary of the Corporation;



 


		(c)	the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets
of the Corporation to one (1) or more Persons which were Affiliates of the Corporation prior to such event;



 


		(d)	the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the
Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement
or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a subsidiary of the Corporation);



 


		(e)	individuals who comprise the Board as of the date hereof (the “Incumbent Board”) for
any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the
Corporation’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that
case such new director shall be considered as a member of the Incumbent Board; or



 






     


    – 3 –


    


 


		(f)	any other event which the Board determines to constitute a change in control of the Corporation;



 


provided that, notwithstanding clause
(a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction
set forth in clause (a), (b), (c) or (d) above: (A) the holders of securities of the Corporation that immediately prior
to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible
to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such transaction (including,
for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause (b) above) (the
 “Surviving Entity”) that represent more than 50% of the combined voting power of the then outstanding securities eligible
to vote for the election of directors or trustees (“voting power”) of the Surviving Entity, or (y) if applicable,
securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or
trustees of the Surviving Entity (the “Parent Entity”) that represent more than 50% of the combined voting power of
the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person
or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the
voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of
the criteria specified in clauses (A) and (B) above being referred to as a “Non-Qualifying Transaction” and,
following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Corporation”
shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or
a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).


 


Notwithstanding the foregoing, for purposes
of any Award that constitutes “deferred compensation” (within the meaning of Section 409A of the Code), the payment of
which is triggered by or would be accelerated upon a Change in Control, a transaction will not be deemed a Change in Control for Awards
granted to any Participant who is a U.S. Taxpayer unless the transaction qualifies as “a change in control event” within the
meaning of Section 409A of the Code.


 


“Code” means the
United States Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code shall be deemed to include
a reference to any regulations promulgated thereunder;


 


“Committee” has the
meaning set forth in Section 3.2;


 


“Consultant” means
any individual or entity engaged by the Corporation or any subsidiary of the Corporation to render consulting or advisory services (including
as a director or officer of any subsidiary of the Corporation), other than as an Employee or Director, and whether or not compensated
for such services;


 


“Control” means the
relationship whereby a Person is considered to be “controlled” by a Person if:


 


		(a)	when applied to the relationship between a Person and a corporation, the beneficial ownership by that
Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and
direction in fact over the activities of such corporation;



 






     


    – 4 –


    

 


		(b)	when applied to the relationship between a Person and a partnership, limited partnership, trust or joint
venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and



 


		(c)	when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of
the property settled under the trust, and



 


the words “Controlled by”,
 “Controlling” and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership,
limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture
which is Controlled by such Person and so on;


 


“Corporation” means
Perpetua Resources Corp., or any successor entity thereof;


 


“Date of Grant” means,
for any Award, the date specified by the Plan Administrator at the time it grants the Award which date cannot be earlier than the date
it grants the Award, or if no such date is specified, the date upon which the Award was granted;


 


“Deferred Share Unit”
or “DSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the
Corporation in accordance with Article 7;


 


“Director” means
a director of the Corporation who is not an Employee;


 


“Director Fees” means
the total compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for
service on the Board;


 


“Disabled” or “Disability”
means, with respect to a particular Participant:


 


		(a)	“disabled” or “disability” (or any similar terms) as such terms are defined in
the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;



 


		(b)	in the event there is no written or other applicable employment or other agreement between the Corporation
or a subsidiary of the Corporation, or “disabled” or “disability” (or any similar terms) are not defined in such
agreement, “disabled” or “disability” as such term are defined in the Award Agreement; or



 


		(c)	in the event neither (a) or (b) apply, then the incapacity or inability of the Participant,
by reason of mental or physical incapacity, disability, illness or disease (as determined by a legally qualified medical practitioner
or by a court) that prevents the Participant from carrying out his or her normal and essential duties as an Employee, Director or Consultant
for a continuous period of six months or for any cumulative period of 180 days in any consecutive twelve month period, the foregoing subject
to and as determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;



 


“Effective Date”
means the effective date of this Plan, being March 8, 2021;


 


“Elected Amount”
has the meaning set forth in Subsection 7.1(a);


 






     


    – 5 –


    

 


“Electing Person”
means a Participant who is, on the applicable Election Date, a Director;


 


“Election Date” means
the date on which the Electing Person files an Election Notice in accordance with Subsection 7.1(b);


 


“Election Notice”
has the meaning set forth in Subsection 7.1(b);


 


“Employee” means
an individual who:


 


		(a)	is considered an employee of the Corporation or a subsidiary of the Corporation for purposes of source
deductions under applicable tax or social welfare legislation; or



 


		(b)	works full-time or part-time on a regular weekly basis for the Corporation or a subsidiary of the Corporation
providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary
of the Corporation over the details and methods of work as an employee of the Corporation or such subsidiary.



 


“Exchange” means
(a) the Toronto Stock Exchange, or (b) the primary exchange on which the Shares are then listed, as determined from by the Plan
Administrator, if (i) the Toronto Stock Exchange is no longer the Corporation’s primary exchange, or (ii) the Shares are
not listed on the Toronto Stock Exchange;


 


“Exercise Notice”
means a notice in writing, signed by a Participant and stating the Participant’s intention to exercise a particular Option;


 


“Exercise Price”
means the price at which an Option Share may be purchased pursuant to the exercise of an Option;


 


“Expiry Date” means
the expiry date specified in the Award Agreement (which shall not be later than the tenth anniversary of the Date of Grant) or, if not
so specified, means the tenth anniversary of the Date of Grant;


 


“In the Money Amount”
has the meaning given to it in Subsection 4.5(b);


 


“Insider” means an
 “insider” as defined in the rules of the Exchange from time to time;


 


“Market Price” at
any date in respect of the Shares shall be the volume weighted average trading price of Shares on the Exchange for the five trading days
immediately preceding the Date of Grant; provided that, for so long as the Shares are listed and posted for trading on the Exchange, the
Market Price shall not be less than the market price, as calculated under the policies of the Exchange; and provided, further, that with
respect to an Award made to a U.S. Taxpayer such Participant, the class of Shares and the number of Shares subject to such Award shall
be identified by the Board or the Committee prior to the start of the applicable five trading day period. In the event that such Shares
are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such Shares as determined by
the Board in its sole discretion and, with respect to an Award made to a U.S. Taxpayer, in accordance with Section 409A of the Code;


 






     


    – 6 –


    

 


“Option” means a
right to purchase Shares under Article 4 of this Plan that is non-assignable and non-transferable, unless otherwise approved by the
Plan Administrator;


 


“Option Shares” means
Shares issuable by the Corporation upon the exercise of outstanding Options;


 


“Participant” means
a Director, Employee or Consultant to whom an Award has been granted under this Plan;


 


“Performance Goals”
means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage
increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a subsidiary of the Corporation,
a division of the Corporation or a subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation
or a subsidiary of the Corporation relative to a market index, a group of other companies or a combination thereof, or on any other basis,
all as determined by the Plan Administrator in its discretion;


 


“Performance Share Unit”
or “PSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the
Corporation in accordance with Article 6;


 


“Person” means an
individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust,
body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;


 


“Plan” means this
Omnibus Equity Incentive Plan, as may be amended from time to time;


 


“Plan Administrator”
means the Board, or if the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2,
the Committee;


 


“PSU Service Year”
has the meaning given to it in Section 6.1;


 


“Restricted Share Unit”
or “RSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the
Corporation in accordance with Article 5;


 


“Retirement” means,
unless otherwise defined in the Participant’s written or other applicable employment agreement or in the Award Agreement, the termination
of the Participant’s working career at the age of 67 or such other retirement age, with consent of the Plan Administrator, if applicable,
other than on account of the Participant’s termination of service by the Corporation or its subsidiary for Cause;


 


“RSU Service Year”
has the meaning given to it in Section 5.1.


 


“Section 409A of the Code”
or “Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs, and other
interpretive authority issued thereunder;


 






     


    – 7 –


    

 


“Securities Laws”
means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket
orders in force from time to time that govern or are applicable to the Corporation or to which it is subject;


 


“Security Based Compensation
Arrangement” means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism
involving the issuance or potential issuance of Shares to Directors, officers, Employees and/or service providers of the Corporation or
any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of
a loan, guarantee or otherwise;


 


“Share” means one
(1) common share in the capital of the Corporation as constituted on the Effective Date or any share or shares issued in replacement
of such common share in compliance with Canadian law or other applicable law, and/or one share of any additional class of common shares
in the capital of the Corporation as may exist from time to time, or after an adjustment contemplated by Article 10, such other shares
or securities to which the holder of an Award may be entitled as a result of such adjustment;


 


“Share Unit” means
Deferred Share Units, Performance Share Units and Restricted Share Units as applicable, and “Share Unit” means any
one of them;


 


“Specified Employee”
means a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed or final regulations under
Section 409A, determined in accordance with procedures established by the Company and applied uniformly with respect to all plans
maintained by the Company that are subject to Section 409A.


 


“Subsidiary” means
an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity
in which the Corporation has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan
to be a subsidiary;


 


“Tax Act” has the
meaning set forth in Section 4.5(d);


 


“Termination Date”
means, subject to applicable law which cannot be waived:


 


		(a)	in the case of an Employee whose employment with the Corporation or a subsidiary of the Corporation terminates,
(i) the date designated by the Employee and the Corporation or a subsidiary of the Corporation as the “Termination Date”
(or similar term) in a written employment or other agreement between the Employee and Corporation or a subsidiary of the Corporation,
or (ii) if no such written employment or other agreement exists, the date designated by the Corporation or a subsidiary of the Corporation,
as the case may be, on which the Employee ceases to be an employee of the Corporation or the subsidiary of the Corporation, as the case
may be, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier
than the date notice of resignation was given; and in any event, the “Termination Date” shall be determined without including
any period of reasonable notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law
to provide to the Participant or any pay in lieu of notice of termination, severance pay or other damages paid or payable to the Participant;



 






     


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		(b)	in the case of a Consultant whose agreement or arrangement with the Corporation or a subsidiary of the
Corporation terminates, (i) the date designated by the Corporation or the subsidiary of the Corporation, as the “Termination
Date” (or similar term) or expiry date in a written agreement between the Consultant and Corporation or a subsidiary of the Corporation,
or (ii) if no such written agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case
may be, on which the Consultant ceases to be a Consultant or a service provider to the Corporation or the subsidiary of the Corporation,
as the case may be, or on which the Participant’s agreement or arrangement is terminated, provided that in the case of voluntary
termination by the Participant of the Participant’s consulting agreement or other written arrangement, such date shall not be earlier
than the date notice of voluntary termination was given; in any event, the “Termination Date” shall be determined without
including any period of notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to
provide to the Participant or any pay in lieu of notice of termination, termination fees or other damages paid or payable to the Participant;
and



 


		(c)	in the case of a Director, the date such individual ceases to be a Director, in each case, unless the
individual continues to be a Participant in another capacity.



 


Notwithstanding the foregoing, in the
case of a U.S. Taxpayer, a Participant’s “Termination Date” will be the date the Participant experiences a “separation
from service” with the Corporation or a subsidiary of the Corporation within the meaning of Section 409A of the Code.


 


“U.S.” or “United
States” means the United States of America, its territories and possessions, any State of the United States, and the District
of Columbia;


 


“U.S. Securities Act”
means the United States Securities Act of 1933, as amended” means the United States Securities Act of 1933, as amended;


 


“U.S. Taxpayer” shall
mean a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws.


 


		2.2	Interpretation



 


		(a)	Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion”
means the sole and absolute discretion of the Plan Administrator.



 


		(b)	As used herein, the terms “Article”, “Section”, “Subsection” and “clause”
mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.



 


		(c)	Words importing the singular include the plural and vice versa and words importing any gender include
any other gender.



 






     


    – 9 –


    

 


		(d)	Unless otherwise specified, time periods within or following which any payment is to be made or act is
to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging
the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event
an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken
or such payment shall be made by the immediately preceding Business Day.



 


		(e)	Unless otherwise specified, all references to money amounts are to Canadian currency.



 


		(f)	The headings used herein are for convenience only and are not to affect the interpretation of this Plan.



 


Article 3

ADMINISTRATION


 


		3.1	Administration



 


This Plan will be administered by the
Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:


 


		(a)	determine the individuals to whom grants under the Plan may be made;



 


		(b)	make grants of Awards under the Plan relating to the issuance of Shares (including any combination of
Options, Restricted Share Units, Performance Share Units or Deferred Share Units) in such amounts, to such Persons and, subject to the
provisions of this Plan, on such terms and conditions as it determines including without limitation:



 


		(i)	the time or times at which Awards may be granted;



 


		(ii)	the conditions under which:



 


		(A)	Awards may be granted to Participants; or



 


		(B)	Awards may be forfeited to the Corporation,



 


including any conditions relating to
the attainment of specified Performance Goals;


 


		(iii)	the number of Shares to be covered by any Award;



 


		(iv)	the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any
Awards;



 


		(v)	whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any
Award, and the nature of such restrictions or limitations, if any; and



 






     


    – 10 –


    

 


		(vi)	any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on
such factors as the Plan Administrator may determine;



 


		(c)	establish the form or forms of Award Agreements;



 


		(d)	cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator
may consider appropriate in accordance with the provisions of this Plan;



 


		(e)	construe and interpret this Plan and all Award Agreements;



 


		(f)	adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating
to this Plan, including rules and regulations relating to sub- plans established for the purpose of satisfying applicable foreign
laws or for qualifying for favorable tax treatment under applicable foreign laws; and



 


		(g)	make all other determinations and take all other actions necessary or advisable for the implementation
and administration of this Plan.



 


		3.2	Delegation to Committee



 


		(a)	The initial Plan Administrator shall be the Board.



 


		(b)	To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of
the Board (the “Committee”) all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including
the power to sub-delegate to any member(s) of the Committee or any specified officer(s) of the Corporation or its subsidiaries
all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to
it in the manner and on the terms authorized by the delegating party. Any decision made or action taken by the Committee or any sub-delegate
arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive and binding
on the Corporation and all subsidiaries of the Corporation, all Participants and all other Persons.



 


		3.3	Determinations Binding



 


Any decision made or action taken by
the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection
with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation, the affected Participant(s),
their legal and personal representatives and all other Persons.


 






     


    – 11 –


    

 


		3.4	Eligibility



 


All Directors, Employees and Consultants
are eligible to participate in the Plan, subject to Section 9.1(f). Participation in the Plan is voluntary and eligibility to participate
does not confer upon any Director, Employee or Consultant any right to receive any grant of an Award pursuant to the Plan. The extent
to which any Director, Employee or Consultant is entitled to receive a grant of an Award pursuant to the Plan will be determined in the
sole and absolute discretion of the Plan Administrator.


 


		3.5	Plan Administrator Requirements



 


Any Award granted under this Plan shall
be subject to the requirement that, if at any time the Plan Administrator shall determine that the listing, registration or qualification
of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent
or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation
is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder,
such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent
or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Without limiting the generality of
the foregoing, all Awards shall be issued pursuant to the registration requirements of the U.S. Securities Act, or pursuant an exemption
or exclusion from such registration requirements. Nothing herein shall be deemed to require the Corporation to apply for or to obtain
such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation
in complying with such legislation, rules, regulations and policies, including, without limitation, providing certificates, representations,
warrants or covenants reasonably requested by the Corporation in order to determine the availability of any application exemption from
the registration requirements of the U.S. Securities Act.


 


		3.6	Total Shares Subject to Awards



 


		(a)	Subject to adjustment as provided for in Article 10, and any subsequent amendment to this Plan, the
maximum aggregate number of Shares that may be issued pursuant to Awards granted under the Plan shall not exceed 4,280,530 Shares. Such
maximum number of Shares consists of (i) 2,747,515 Shares issuable pursuant to stock options previously granted and, if applicable,
outstanding under the Corporation’s stock option plan as of the Effective Date, which Awards are covered by this Plan, and (ii) 1,533,015
additional Shares that may be issued pursuant to Awards to be granted under this Plan. Shares delivered under the Plan shall be authorized
but unissued shares, treasury shares or shares purchased on the open market or by private purchase.



 


		(b)	To the extent any Awards (or portion(s) thereof) under this Plan terminate or are cancelled for any
reason prior to exercise in full, or are surrendered or settled by the Participant, any Shares subject to such Awards (or portion(s) thereof)
shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant
to the exercise of Awards granted under this Plan.



 


		(c)	Any Shares issued by the Corporation through the assumption or substitution of outstanding stock options
or other equity-based awards from an acquired company shall not reduce the number of Shares available for issuance pursuant to the exercise
of Awards granted under this Plan.



 






     


    – 12 –


    

 


		3.7	Limits on Grants of Awards



 


Notwithstanding anything in this Plan:


 


		(a)	the aggregate number of Shares:



 


		(i)	issuable to Insiders at any time, under all of the Corporation’s Security- Based Compensation Arrangements,
shall not exceed ten percent (10%) of the Corporation’s issued and outstanding Shares; and



 


		(ii)	issued to Insiders within any one (1) year period, under all of the Corporation’s Security
Based Compensation Arrangements, shall not exceed ten percent (10%) of the Corporation’s issued and outstanding Shares,



 


provided that the acquisition of Shares
by the Corporation for cancellation shall be disregarded for the purposes of determining non-compliance with this Section 3.7 for
any Awards outstanding prior to such purchase of Shares for cancellation; and


 


		(b)	Within any one financial year of the Corporation, (A) the aggregate fair value on the Date of Grant
of all Options granted to any one Director shall not exceed $100,000, and (B) the aggregate fair market value on the Date of Grant
of all Awards (including, for greater certainty, the fair market value of the Options) granted to any one Director under all of the Corporation’s
Security Based Compensation Arrangements shall not exceed $150,000; provided that such limits shall not apply to (i) Awards taken
in lieu of any cash retainer or meeting director fees, and (ii) a one-time initial grant to a Director upon such Director joining
the Board.



 


		3.8	Award Agreements



 


Each Award under this Plan will be evidenced
by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions
as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one officer of the Corporation is authorized
and empowered to execute and deliver, for and on behalf of the Corporation, an Award Agreement to a Participant granted an Award pursuant
to this Plan.


 


		3.9	Non-transferability of Awards



 


Except as permitted by the Plan Administrator
and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant, by will or as required
by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right
in such Awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same,
such Awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding
Award pass to a beneficiary or legal representative upon death of a Participant, the period in which such Award can be exercised by such
beneficiary or legal representative shall not exceed one year from the Participant’s death.


 






     


    – 13 –


    

 


Article 4

OPTIONS


 


		4.1	Granting of Options



 


The Plan Administrator may, from time
to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options
to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.


 


		4.2	Exercise Price



 


The Exercise Price per Share under each
Option shall not be less than the Market Price of the Shares at the time of grant. Notwithstanding anything else contained herein, in
no case will the Exercise Price per Share under each Option be less than the minimum prescribed by any Stock Exchange at the time of Grant.


 


		4.3	Term of Options



 


Subject to any accelerated termination
as set forth in this Plan, each Option expires on its Expiry Date.


 


		4.4	Vesting and Exercisability



 


		(a)	The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of
Options.



 


		(b)	Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination
of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement,
Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested
Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect
to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable.



 


		(c)	Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of
a fully completed Exercise Notice delivered to the Corporation.



 


		(d)	The Plan Administrator may provide at the time of granting an Option that the exercise of that Option
is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment
of specified Performance Goals.



 






     


    – 14 –


    

 


		4.5	Payment of Exercise Price



 


		(a)	Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in
the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully
paid by certified cheque, wire transfer, bank draft or money order payable to the Corporation or by such other means as might be specified
from time to time by the Plan Administrator, which may include (i) through an arrangement with a broker approved by the Corporation
(or through an arrangement directly with the Corporation) whereby payment of the Exercise Price is accomplished with the proceeds of the
sale of Shares deliverable upon the exercise of the Option, (ii) through the cashless exercise process set out in Section 4.5(b),
or (iii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Securities Laws, or
any combination of the foregoing methods of payment.



 


		(b)	Unless otherwise specified by the Plan Administrator and set forth in the particular Award Agreement,
if permitted by the Plan Administrator, a Participant may, in lieu of exercising an Option pursuant to an Exercise Notice, elect to surrender
such Option to the Corporation (a “Cashless Exercise”) in consideration for an amount from the Corporation equal to
(i) the Market Price of the Shares issuable on the exercise of such Option (or portion thereof) as of the date such Option (or portion
thereof) is exercised, less (ii) the aggregate Exercise Price of the Option (or portion thereof) surrendered relating to such Shares
(the “In-the-Money Amount”), by written notice to the Corporation indicating the number of Options such Participant
wishes to exercise using the Cashless Exercise, and such other information that the Corporation may require. Subject to Section 8.3,
the Corporation shall satisfy payment of the In-the-Money Amount by delivering to the Participant such number of Shares (rounded down
to the nearest whole number) having a fair market value equal to the In-the-Money Amount.



 


		(c)	No Shares will be issued or transferred until full payment therefor has been received by the Corporation,
or arrangements for such payment have been made to the satisfaction of the Plan Administrator.



 


		(d)	If a Participant surrenders Options through a Cashless Exercise pursuant to Section 4.5(b), to the
extent that such Participant would be entitled to a deduction under paragraph 110(1)(d) of the Income Tax Act (Canada)
(the “Tax Act”) in respect of such surrender if the election described in subsection 110(1.1) of the Tax Act were made
and filed (and the other procedures described therein were undertaken) on a timely basis after such surrender, the Corporation will cause
such election to be so made and filed (and such other procedures to be so undertaken).



 






     


    – 15 –


    

 


Article 5

RESTRICTED SHARE UNITS


 


		5.1	Granting of RSUs



 


		(a)	The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms
and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of a bonus or similar payment in respect
of services rendered by the applicable Participant in a taxation year (the “RSU Service Year”). The terms and conditions
of each RSU grant may be evidenced by an Award Agreement. Each RSU will consist of a right to receive a Share, cash payment, or a combination
thereof (as provided in Section 5.4(a)), upon the settlement of such RSU.



 


		(b)	The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 5
will be calculated by dividing (i) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Plan
Administrator, by (ii) the greater of (A) the Market Price of a Share on the Date of Grant; and (B) such amount as determined
by the Plan Administrator in its sole discretion.



 


		5.2	RSU Account



 


All RSUs received by a Participant shall
be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.


 


		5.3	Vesting of RSUs



 


The Plan Administrator shall have the
authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A, with
respect to a U.S. Taxpayer.


 


		5.4	Settlement of RSUs



 


		(a)	The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the
grant of RSUs, provided that with respect to a U.S. Taxpayer the settlement date will be set forth in the applicable RSU Award Agreement
and the terms will comply with Section 409A to the extent it is applicable. Subject to Section 11.6(d) below and except
as otherwise provided in an Award Agreement, on the settlement date for any RSU, the Corporation shall redeem each vested RSU for the
following at the election of the Participant but subject to the approval of the Plan Administrator:



 


		(i)	one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant
may direct,



 


		(ii)	a cash payment, or



 






     


    – 16 –


    


 


		(iii)	a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above.



 


		(b)	Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of RSUs
to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as
at the settlement date.



 


		(c)	Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s
payroll in the pay period that the settlement date falls within.



 


		(d)	Notwithstanding any other terms of this Plan but, in the case of a Participant who is a resident of Canada,
subject to Section 11.6(d) , no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall
be made in respect of any RSU, under this Section 5.4 any later than the final Business Day of the third calendar year following
the applicable RSU Service Year.



 


Article 6

PERFORMANCE SHARE UNITS


 


		6.1	Granting of PSUs



 


The Plan Administrator may, from time
to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs
to any Participant in respect of a bonus or similar payment in respect of services rendered by the applicable Participant in a taxation
year (the “PSU Service Year”). The terms and conditions of each PSU grant shall be evidenced by an Award Agreement,
provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Each PSU will consist
of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 6.6(a)), upon the achievement of such
Performance Goals during such performance periods as the Plan Administrator shall establish.


 


		6.2	Terms of PSUs



 


The Performance Goals to be achieved
during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a Participant’s
service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the
other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.


 






     


    – 17 –


    

 


		6.3	Performance Goals



 


The Plan Administrator will issue Performance
Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate,
divisional or individual goals, and may be applied to performance relative to an index or comparator group, or on any other basis determined
by the Plan Administrator. Following the Date of Grant, the Plan Administrator may modify the Performance Goals as necessary to align
them with the Corporation’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or
other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be
made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and
a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth
in the applicable Award Agreement.


 





		6.4	PSU Account



 


All PSUs received by a Participant shall
be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.


 


		6.5	Vesting of PSUs



 


The Plan Administrator shall have the
authority to determine any vesting terms applicable to the grant of PSUs.


 


		6.6	Settlement of PSUs



 


		(a)	The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant
of PSUs provided that, with respect to a U.S. Taxpayer, the settlement date(s) for the PSUs will be set forth in the PSU Award Agreement,
and the terms will comply with Section 409A to the extent it is applicable. Subject to Section 11.6(d) below and except
as otherwise provided in an Award Agreement, on the settlement date for any PSU, the Corporation shall redeem each vested PSU for the
following at the election of the Participant but subject to the approval of the Plan Administrator:



 


		(i)	one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant
may direct,



 


		(ii)	a cash payment, or



 


		(iii)	a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above.



 


		(b)	Any cash payments made under this Section 6.6 by the Corporation to a Participant in respect of PSUs
to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as
at the settlement date.



 


		(c)	Payment of cash to Participants on the redemption of vested PSUs may be made through the Corporation’s
payroll in the pay period that the settlement date falls within.



 






     


    – 18 –


    

 


		(d)	Notwithstanding any other terms of this Plan but subject to Section 11.6(d) below and except
as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment
shall be made in respect of any PSU, under this Section 6.6 any later than the final Business Day of the third calendar year following
the applicable PSU Service Year.






 


Article 7

DEFERRED SHARE UNITS


 


		7.1	Granting of DSUs



 


		(a)	The Board may fix from time to time a portion of the Director Fees that is to be payable in the form of
DSUs. In addition, each Electing Person is given, subject to the conditions stated herein, the right to elect in accordance with Section 7.1(b) to
participate in the grant of additional DSUs pursuant to this Article 7. An Electing Person who elects to participate in the grant
of additional DSUs pursuant to this Article 7 shall receive their Elected Amount (as that term is defined below) in the form of DSUs.
The “Elected Amount” shall be an amount, as elected by the Director, in accordance with applicable tax law, between
0% and 100% of any Director Fees that would otherwise be paid in cash (the “Cash Fees”).



 


		(b)	Each Electing Person who elects to receive their Elected Amount in the form of DSUs will be required to
file a notice of election in the form of Schedule A hereto (the “Election Notice”) with the Chief Financial Officer
of the Corporation: (i) in the case of an existing Electing Person, by December 31st in the year prior to the year
in which the services giving rise to the Director Fees are performed ; and (ii) in the case of a newly appointed Electing Person
who is not a U.S. Taxpayer, within 30 days of such appointment with respect to compensation paid for services to be performed after such
date. In the case of the first year in which an Electing Person who is a U.S. Taxpayer first becomes an Electing Person under the Plan
(or any plan required to be aggregated with the Plan under Section 409A), an initial Election Notice may be filed within 30 days
of such appointment only with respect to compensation paid for services to be performed after the end of the 30-day election period. If
no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount
of his or her Cash Fees in cash.



 


		(c)	Subject to Subsection 7.1(d), the election of an Electing Person under Subsection 7.1(b) shall be
deemed to apply to all Cash Fees paid subsequent to the filing of the Election Notice. In the case of an Electing Person who is a U.S.
Taxpayer, his or her election under Section 7.1(b) shall be deemed to apply to all Cash Fees that are earned after the Election
Date, subject to the limitations contained in 7.1(b). An Electing Person is not required to file another Election Notice for subsequent
calendar years



 






     


    – 19 –


    

 


		(d)	Each Electing Person who is not a U.S. Taxpayer is entitled once per calendar year to terminate his or
her election to receive DSUs by filing with the Chief Financial Officer of the Corporation a termination notice in the form of Schedule B.
Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a “black-out”
on trading. Thereafter, any portion of such Electing Person’s Cash Fees payable or paid in the same calendar year and, subject to
complying with Subsection 7.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing
Personterminates his or her participation in the grant of DSUs pursuant to this Article 7, he or she shall not be entitled to elect
to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs again until the calendar year following the year in
which the termination notice is delivered. An election by a U.S. Taxpayer to receive the Elected Amount in DSUs for any calendar year
(or portion thereof) is irrevocable for that calendar year after the expiration of the election period for that year and any termination
of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice
in the form of Schedule C is delivered.






 


		(e)	Any DSUs granted pursuant to this Article 7 prior to the delivery of a termination notice pursuant
to Section 7.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms
of the Plan.



 


		(f)	The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 7
will be calculated by dividing (i) the amount of Director Fees that are to be paid as DSUs, as determined by the Plan Administrator
or Director Fees that are to be paid in DSUs (including any Elected Amount), by (ii) the Market Price of a Share on the Date of Grant.



 


		(g)	In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions
of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Participant.



 


		7.2	DSU Account



 


All DSUs received by a Participant (which,
for greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Corporation,
as of the Date of Grant. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.


 


		7.3	Vesting of DSUs



 


Except as otherwise determined by the
Plan Administrator or as set forth in the particular Award Agreement, DSUs shall vest immediately upon grant.


 






     


    – 20 –


    

 


		7.4	Settlement of DSUs



 


		(a)	DSUs shall be settled on the date established in the Award Agreement; provided, however that if there
is no Award Agreement or the Award Agreement does not establish a date for the settlement of the DSUs, then, for a Participant who is
not a U.S. Taxpayer the settlement date shall be the date determined by the Participant (which date shall not be earlier than the Termination
Date), and for a Participant who is a U.S. taxpayer, subject to Section 11.6(d), the settlement date shall be as designated in the
Participant’s timely filed Election Notice (which date shall not be earlier than the “separation from service” (within
the meaning of Section 409A)), and if no such date is designated in the Election Notice, the settlement date will be the date of
the Participant’s separation from service. On the settlement date for any DSU, the Corporation shall redeem each vested DSU for:






 


		(i)	one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant
may direct; or



 


		(ii)	at the election of the Participant and subject to the approval of the Plan Administrator, a cash payment.



 


		(b)	Any cash payments made under this Section 7.4 by the Corporation to a Participant in respect of DSUs
to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as
at the settlement date.



 


		(c)	Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation’s
payroll or in such other manner as determined by the Corporation.



 


		7.5	No Additional Amount or Benefit



 


For greater certainty, neither a Participant
to whom DSUs are granted nor any person with whom such Participant does not deal at arm’s length (for purposes of the Tax Act) shall
be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted
or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the Market Price of the Shares to which
the DSUs relate.


 


Article 8

ADDITIONAL AWARD TERMS


 


		8.1	Dividend Equivalents



 


		(a)	Unless otherwise determined by the Plan Administrator or as set forth in the particular Award Agreement,
an Award of RSUs, PSUs and DSUs shall include the right for such RSUs, PSUs and DSUs be credited with dividend equivalents in the form
of additional RSUs, PSUs and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on
Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend
declared and paid per Share by the number of RSUs, PSUs and DSUs, as applicable, held by the Participant on the record date for the payment
of such dividend, by (b) the Market Price at the close of the first Business Day immediately following the dividend record date,
with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s account shall vest in proportion
to the RSUs, PSUs and DSUs to which they relate, and shall be settled in accordance with Subsections 5.4, 6.6, and 7.4 respectively.



 


		(b)	The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this
Plan shall be interpreted as creating such an obligation.



 






     


    – 21 –


    

 


		8.2	Black-out Period






 


In the event that an Award expires,
at a time when a scheduled blackout is in place or an undisclosed material change or material fact in the affairs of the Corporation exists,
the expiry of such Award will be the date that is 10 Business Days after which such scheduled blackout terminates or there is no longer
such undisclosed material change or material fact. The foregoing shall not apply to ISOs (as defined hereinafter) awarded to U.S. Taxpayers.


 


		8.3	Withholding Taxes



 


Notwithstanding any other terms of this
Plan, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator
determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in
respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction
of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum
amount as the Corporation or a subsidiary of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect
of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with
respect to the Award is required to be remitted to the relevant tax authority by the Corporation or a subsidiary of the Corporation, as
the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation or any Affiliate
may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant,
(b) require the sale, on behalf of the applicable Participant, of a number of Shares issued upon exercise, vesting, or settlement
of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter
into any other suitable arrangements for the receipt of such amount.


 


		8.4	Recoupment



 


Notwithstanding any other terms of this
Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of
any clawback, recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation, or as set out in
the Participant’s employment agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of
the Exchange. The Plan Administrator may at any time waive the application of this Section 8.4 to any Participant or category of
Participants.


 






     


    – 22 –


    

 


Article 9

TERMINATION OF EMPLOYMENT OR SERVICES


 


		9.1	Termination of Employee, Consultant or Director



 


Unless otherwise determined by the Plan
Administrator or as set forth in an employment agreement, Award Agreement or other written agreement:


 


		(a)	where a Participant’s employment, consulting agreement or arrangement is terminated or the Participant
ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant or termination by the
Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant that has not been exercised,
surrendered or settled as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date;






 


		(b)	where a Participant’s employment, consulting agreement or arrangement is terminated by the Corporation
or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or
with or without any or adequate compensation in lieu of such reasonable notice) then a portion of any unvested Options or other Awards
shall immediately vest, such portion to be equal to the number of unvested Options or other Awards held by the Participant as of the Termination
Date multiplied by a fraction the numerator of which is the number of days between the Date of Grant and the Termination Date and the
denominator of which is the number of days between the Date of Grant and the date any unvested Options or other Awards were originally
scheduled to vest, and for purposes of this calculation with respect to PSUs such portion will be determined based on the target number
of PSUs. Any vested Options may be exercised by the Participant at any time during the period that terminates on the earlier of: (A) the
Expiry Date of such Option; and (B) the date that is 90 days after the Termination Date. If an Option remains unexercised upon the
earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such
period. In the case of a vested Award other than an Option or DSU, such Award will be settled within 90 days after the Termination Date,
provided that for U.S. Taxpayers such Award will be settled within 90 days after the U.S. Taxpayer’s separation from service within
the meaning of Section 409A of the Code, subject to Section 11.6(d) hereof with respect to Specified Employees. DSUs will
be settled in accordance with Section 7.4(a) hereof;



 


		(c)	where a Participant’s employment, consulting agreement or arrangement terminates on account of his
or her becoming Disabled, then any Award held by the Participant that has not vested as of the date of the Participant’s Termination
Date shall vest on such date, and for this purpose the target number of PSUs will become vested. Any vested Option may be exercised by
the Participant at any time until the Expiry Date of such Option. Any vested Award other than an Option or DSU will be settled within
90 days after the Termination Date, subject to Section 11.6(d) hereof with respect to Specified Employees. DSUs will be settled
in accordance with Section 7.4(a);



 


		(d)	where a Participant’s employment, consulting agreement or arrangement is terminated by reason of
the death of the Participant, then any Award that is held by the Participant that has not vested as of the date of the death of such Participant
shall vest on such date, and for this purpose the target number of PSUs will become vested. Any vested Option may be exercised by the
Participant’s beneficiary or legal representative (as applicable) at any time during the period that terminates on the earlier of:
(A) the Expiry Date of such Option; and (B) the first anniversary of the date of the death of such Participant. If an Option
remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration
upon the termination of such period. In the case of a vested Award other than an Option or DSU, such Award will be settled with the Participant’s
beneficiary or legal representative (as applicable) within 12 months after the date of the Participant’s death. DSUs will be settled
in accordance with Section 7.4(a);



 






     


    – 23 –


    




 


		(e)	where a Participant’s employment, consulting agreement or arrangement is terminated due to the Participant’s
Retirement, then a portion of any unvested Options or other Awards shall immediately vest, such portion to be equal to the number of unvested
Options or other Awards held by the Participant as of the Termination Date multiplied by a fraction the numerator of which is the number
of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant
and the date any unvested Options or other Awards were originally scheduled to vest, and for purposes of this calculation with respect
to PSUs such portion will be determined based on the target number of PSUs. Any vested Option may be exercised by the Participant at any
time during the period that terminates on the earlier of: (A) the Expiry Date of such Option; and (B) the third anniversary
of the Participant’s date of Retirement. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall
be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award other than
an Option or DSU, such Award will be settled within 90 days after the Participant’s Retirement, provided that for U.S. Taxpayers
such Retirement also constitutes the U.S. Taxpayer’s separation from service within the meaning of Section 409A of the Code,
and such Award will be settled within 90 days after the U.S. Taxpayer’s separation from service, subject to Section 11.6(d) hereof
with respect to Specified Employees. DSUs will be settled in accordance with Section 7.4(a) hereof. Notwithstanding the foregoing,
if, following his or her Retirement, the Participant commences (the “Commencement Date”) employment, consulting or
acting as a director of the Corporation or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to
any Person that carries on or proposes to carry on a business competitive with the Corporation or any of its subsidiaries, any Option
or other Award held by the Participant that has not been exercised or settled as of the Commencement Date shall be immediately forfeited
and cancelled as of the Commencement Date;



 


		(f)	a Participant’s eligibility to receive further grants of Options or other Awards under this Plan
ceases as of:



 


		(i)	the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant
with written notification that the Participant’s employment, consulting agreement or arrangement is terminated, notwithstanding
that such date may be prior to the Termination Date; or



 


		(ii)	the date of the death, Disability or Retirement of the Participant;



 






     


    – 24 –


    

 


		(g)	notwithstanding Subsection 9.1(b), unless the Plan Administrator, in its discretion, otherwise determines,
at any time and from time to time, but with due regard for Section 409A, Options or other Awards are not affected by a change of
employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation
for so long as the Participant continues to be a Director, Employee or Consultant, as applicable, of the Corporation or a subsidiary of
the Corporation; and






 


		(h)	for greater certainty, in the case of an Award (other than an Option or DSU) granted to a U.S. Taxpayer
that is vested or that immediately vests (in whole or in part) as a result of a Participant’s termination of service other than
by reason of death, then such Award will, subject to Section 11.6(d), be settled as soon as administratively practicable following
the Participant’s separation from service, but in no event later than 90 days following the Participant’s separation from
service.



 


Article 10

EVENTS AFFECTING THE CORPORATION


 


		10.1	General



 


The existence of any Awards does not
affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization,
reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement,
merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation
or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or
transfer of all or any part of its assets or business, or to effect any plan, other corporate act or proceeding, whether of a similar
character or otherwise, whether or not any such action referred to in this Article 10 would have an adverse effect on this Plan or
on any Award granted hereunder.


 






     


    – 25 –


    

 


		10.2	Change in Control



 


Except as may be set forth in an employment
agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant:


 


		(a)	Subject to this Section 10.2, but notwithstanding anything else in this Plan or any Award Agreement,
the Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause
(i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value,
as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding
Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior
to or upon consummation of such merger or Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately
prior to the effectiveness of such merger or Change in Control; (iii) the termination of an Award in exchange for an amount of cash
and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization
of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date
of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the
exercise or settlement of such Award or realization of the Participant’s rights, then such Award may be terminated by the Corporation
without payment); (iv) the replacement of such Award with other rights or property selected by the Board of Directors in its sole
discretion where such replacement would not adversely affect the holder; or (v) any combination of the foregoing. In taking any of
the actions permitted under this Section 10.2(a), the Plan Administrator will not be required to treat all Awards similarly in the
transaction. Notwithstanding the foregoing, in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the
Canadian Taxpayer to receive (pursuant to this Subsection 10.2(a)) any property in connection with a Change in Control other than rights
to acquire shares of a corporation or units of a “mutual fund trust” (as defined in the Tax Act), of the Corporation or a
 “qualifying person” (as defined in the Tax Act) that does not deal at arm’s length (for purposes of the Tax Act) with
the Corporation, as applicable, at the time such rights are issued or granted.






 


		(b)	Notwithstanding Section 9.1, and except as otherwise provided in a written employment or other agreement
between the Corporation or a subsidiary of the Corporation and a Participant, if within 12 months following the completion of a transaction
resulting in a Change in Control, a Participant’s employment, consultancy or directorship is terminated by the Corporation or a
subsidiary of the Corporation without Cause:



 


		(i)	any unvested Awards held by the Participant at the Termination Date shall immediately vest; and



 


		(ii)	any vested Awards of Participants may, subject to Sections 5.4(d) and 6.6(d) (where applicable),
be exercised, surrendered or settled by such Participant at any time during the period that terminates on the earlier of: (A) the
Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date, provided that any vested Awards (other than
Options) granted to U.S. Taxpayers will be settled within 90 days of the Participant’s “separation from service”. Any
Award that has not been exercised, surrendered or settled at the end of such period will be immediately forfeited and cancelled.



 


		(c)	Notwithstanding Subsection 10.2(a) and unless otherwise determined by the Plan Administrator, if,
as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards,
other than an Option held by a Canadian Taxpayer for the purposes of the Tax Act, granted under this Plan at the time of and subject to
the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion
of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as
determined by the Plan Administrator, acting reasonably, provided that any vested Awards granted to U.S. Taxpayers will be settled within
90 days of the Change in Control.



 






     


    – 26 –


    







 


		(d)	It is intended that any actions taken under this Section 10.2 will comply with the requirements of
Section 409A of the Code with respect to Awards granted to U.S. Taxpayers and any such actions only will be undertaken in a manner
that complies with Section 409A of the Code.



 


		10.3	Reorganization of Corporation’s Capital



 


Should the Corporation effect a subdivision
or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is
in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change
in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may
be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations
of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps
to be taken as it may consider to be equitable and appropriate to that end.


 


		10.4	Other Events Affecting the Corporation



 


In the event of an amalgamation, combination,
arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease
of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards
in order to adjust the number and/or type of Shares that may be acquired, or by reference to which such Awards may be settled, on the
vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants
holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps to be taken as it
may consider to be equitable and appropriate to that end.


 


		10.5	Immediate Acceleration of Awards



 


In taking any of the steps provided
in Sections 10.3 and 10.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator
determines that the steps provided in Sections 10.3 and 10.4 would not preserve proportionately the rights, value and obligations of the
Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but
is not required to, permit the immediate vesting of any unvested Awards.


 


		10.6	Issue by Corporation of Additional Shares



 


Except as expressly provided in this
Article 10, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares
of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made
with respect to the number of Shares that may be acquired as a result of a grant of Awards.


 






     


    – 27 –


    

 


		10.7	Fractions



 


No fractional Shares will be issued
pursuant to an Award. Accordingly, if, as a result of any adjustment under this Article 10 or a dividend equivalent, a Participant
would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment
or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.


 


Article 11

U.S. TAXPAYERS


 


		11.1	Provisions for U.S. Taxpayers



 


Options granted under this Plan to U.S.
Taxpayers may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code (“ISOs”).
Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option. If an Award Agreement fails to
designate an Option as either an ISO or non-qualified stock option, the Option will be a non-qualified stock option. In the event that
the Plan is not approved by shareholders of the Corporation within twelve (12) months before or after the date on which the Plan is adopted
by the Board, any ISO granted under the Plan automatically will be deemed to be a non-qualified stock option. The Corporation shall not
be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an ISO.
Non- qualified stock options will be granted to a U.S. Taxpayer only if (i) such U.S. Taxpayer performs services for the Corporation
or any corporation or other entity in which the Corporation has a direct or indirect controlling interest or otherwise has a significant
ownership interest, as determined under Section 409A, such that the Option will constitute an option to acquire “service recipient
stock” within the meaning of Section 409A, or (ii) such option otherwise is exempt from Section 409A.


 


		11.2	ISOs



 


Subject to any limitations in Section 3.6,
the aggregate number of Shares reserved for issuance in respect of granted ISOs shall not exceed 4,280,530 Shares, and the terms and conditions
of any ISOs granted to a U.S. Taxpayer on the Date of Grant hereunder, including the eligible recipients of ISOs, shall be subject to
the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the
Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may only be
granted to an individual who is an employee of the Corporation, or of a “parent corporation” or “subsidiary corporation”
of the Corporation, as such terms are defined in Sections 424(e) and (f) of the Code. No ISO may be granted more than ten (10) years
after the earlier of (i) the date on which the Plan is adopted by the Board or (ii) the date on which the Plan is approved by
the shareholders of the Corporation. An ISO granted to a U.S. Taxpayer may be exercised during such U.S. Taxpayer’s lifetime only
by such U.S. Taxpayer. An ISO may not be assigned, transferred, pledged, hypothecated or otherwise disposed of by a U.S. Taxpayer, except
by the laws of descent and distribution.


 






     


    – 28 –


    

 


		11.3	ISO Grants to 10% Shareholders



 


Notwithstanding anything to the contrary
in this Plan, if an ISO is granted to a person who owns shares representing more than 10% of the voting power of all classes of shares
of the Corporation or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Section 424(e) and
(f) of the Code, on the Date of Grant, the term of the Option shall not exceed five years from the time of grant of such Option and
the Exercise Price shall be at least 110% of the Market Price of the Shares subject to the Option.


 


		11.4	$100,000 Per Year Limitation for ISOs



 


To the extent the aggregate Market Price
as at the Date of Grant of the Shares for which ISOs are exercisable for the first time by any person during any calendar year (under
all plans of the Corporation and any “parent corporation” or “subsidiary corporation”, as such terms are defined
in Section 424(e) and (f) of the Code) exceeds US$100,000, such excess ISOs shall be treated as non-qualified stock options.


 


		11.5	Disqualifying Dispositions



 


Each person awarded an ISO under this
Plan shall notify the Corporation in writing immediately after the date he or she makes a disposition or transfer of any Shares acquired
pursuant to the exercise of such ISO if such disposition or transfer is made (a) within two years from the Date of Grant or (b) within
one year after the date such person acquired the Shares. Such notice shall specify the date of such disposition or other transfer and
the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the person in such disposition or
other transfer. The Corporation may, if determined by the Plan Administrator and in accordance with procedures established by it, retain
possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable person until the end of the later of
the periods described in (a) or (b) above, subject to complying with any instructions from such person as to the sale of such
Shares.


 


		11.6	Section 409A of the Code



 


		(a)	This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the
extent required to preserve the intended tax consequences of this Plan. Any reference in this Plan to Section 409A of the Code shall also
include any regulation promulgated thereunder or any other formal guidance issued by the Internal Revenue Service with respect to Section
409A of the Code. Each Award shall be construed and administered such that the Award either (A) qualifies for an exemption from the requirements
of Section 409A of the Code or (B) satisfies the requirements of Section 409A of the Code. If an Award is subject to Section 409A of the
Code, (I) distributions shall only be made in a manner and upon an event permitted under section 409A of the Code, (II) payments to be
made upon a termination of employment or service shall only be made upon a “separation from service” under Section 409A of
the Code, (III) unless the Award specifies otherwise, each installment payment shall be treated as a separate payment for purposes of
Section 409A of the Code, and (IV) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution
is made except in accordance with Section 409A of the Code.



 






     


    – 29 –


    

 


			 To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award will
be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment,
settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation
reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences
of this Plan in light of Section 409A of the Code. In no event will the Corporation or any of its subsidiaries or Affiliates be liable
for any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply
with Section 409A of the Code.



 


		(b)	All terms of the Plan that are undefined or ambiguous must be interpreted in a manner that complies with
Section 409A of the Code if necessary to comply with Section 409A of the Code.



 


		(c)	The Plan Administrator, in its sole discretion, may permit the acceleration of the time or schedule of
payment of a U.S. Taxpayer’s vested Awards in the Plan under circumstances that constitute permissible acceleration events under
Section 409A of the Code and notwithstanding anything to the contrary in the Plan, acceleration of the time or schedule of payment
of a U.S. Taxpayer’s Awards will be undertaken only in a manner permitted under Section 409A of the Code, to the extent an
Award is subject to Section 409A of the Code.



 


		(d)	Notwithstanding any provisions of the Plan to the contrary, in the case of any “specified employee”
within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under
Section 409A of the Code made in connection with a “separation from service” within the meaning set forth in Section 409A
of the Code may not be made prior to the date which is six months after the date of separation from service (or, if earlier, the date
of death of the U.S. Taxpayer). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon practicable
following such six-month anniversary of such separation from service.



 


		11.7	Section 83(b) Election



 


If a Participant makes an election pursuant
to Section 83(b) of the Code with respect to an Award of Shares subject to vesting or other forfeiture conditions, the Participant
shall be required to promptly file a copy of such election with the Corporation.


 


		11.8	Application of Article 11 to U.S. Taxpayers



 


For greater certainty, the provisions
of this Article 11 shall only apply to U.S. Taxpayers.


 






     


    – 30 –


    

 


Article 12

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN


 


		12.1	Amendment, Suspension, or Termination of the Plan



 


The Plan Administrator may from time
to time, without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate
the Plan or any Awards granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, that:


 


		(a)	no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder
may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent
of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable
Securities Laws or Exchange requirements; and



 


		(b)	any amendment that would cause an Award held by a U.S. Taxpayer to be subject to income inclusion under
Section 409A of the Code shall be null and void ab initio with respect to the U.S. Taxpayer unless the consent of the U.S.
Taxpayer is obtained.



 


		12.2	Shareholder Approval



 


Notwithstanding Section 12.1 and
subject to any rules of the Exchange, approval of the holders of Shares shall be required for any amendment, modification or change
that:


 


		(a)	increases the percentage of Shares reserved for issuance under the Plan as set out in Section 3.6(a) and
3.6(b), except pursuant to the provisions under Article 10 which permit the Plan Administrator to make equitable adjustments in the
event of transactions affecting the Corporation or its capital;



 


		(b)	increases or removes the 9% limits on Shares issuable or issued to Insiders as set forth in Subsection
3.7(a);



 


		(c)	reduces the exercise price of an Option Award (for this purpose, a cancellation or termination of an Option
Award of a Participant prior to its Expiry Date for the purpose of reissuing an Option Award to the same Participant with a lower exercise
price shall be treated as an amendment to reduce the exercise price of an Option Award) except pursuant to the provisions in the Plan
which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;



 


		(d)	extends the term of an Option Award beyond the original Expiry Date (except where an Expiry Date would
have fallen within a blackout period applicable to the Participant or within 10 Business Days following the expiry of such a blackout
period);



 






     


    – 31 –


    

 


		(e)	permits an Option Award to be exercisable beyond 10 years from its Date of Grant (except where an Expiry
Date would have fallen within a blackout period of the Corporation);



 


		(f)	increases or removes the limits on the participation of Directors;



 


		(g)	permits Awards to be transferred to a Person;



 


		(h)	changes the eligible participants of the Plan; or



 


		(i)	deletes or reduces the range of amendments which require approval of shareholders under this Section 12.2.



 


		12.3	Permitted Amendments



 


Without limiting the generality of Section 12.1,
but subject to Section 12.2, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the
Plan for the purposes of:


 


		(a)	making any amendments to the general vesting provisions of each Award;



 


		(b)	making any amendments to add covenants of the Corporation for the protection of Participants, as the case
may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights
or interests of the Participants, as the case may be;



 


		(c)	making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to
matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants,
it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant
resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to
the interests of the Participants and Directors; or



 


		(d)	making such changes or corrections which, on the advice of counsel to the Corporation, are required for
the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error,
provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and
interests of the Participants.



 


Article 13

MISCELLANEOUS


 


		13.1	Legal Requirement



 


The Corporation is not obligated to
grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator,
in its sole discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable
statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may
then be listed.


 






     


    – 32 –


    

 


		13.2	No Other Benefit



 


No amount will be paid to, or in respect
of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit
be conferred upon, or in respect of, a Participant for such purpose.


 


		13.3	Rights of Participant



 


No Participant has any claim or right
to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee,
Consultant or Director. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any
Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.


 


		13.4	Corporate Action



 


Nothing contained in this Plan or in
an Award shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate
or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.


 


		13.5	Conflict



 


In the event of any conflict between
the provisions of this Plan and an Award Agreement, the provisions of the Award Agreement shall govern. In the event of any conflict between
or among the provisions of this Plan or any Award Agreement, on the one hand, and a Participant’s employment agreement with the
Corporation or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of the employment agreement or other
written agreement shall prevail.


 


		13.6	Anti-Hedging Policy



 


By accepting an Award each Participant
acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps,
collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Awards.


 


		13.7	Participant Information



 


Each Participant shall provide the Corporation
with all information (including personal information) required by the Corporation in order to administer the Plan. Each Participant acknowledges
that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of
the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant’s
jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes
the Corporation to make such disclosure on the Participant’s behalf.


 






     


    – 33 –


    

 


		13.8	Participation in the Plan



 


The participation of any Participant
in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges
other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a
condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement
of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of
the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and Directors
and they are advised to consult with their own tax advisors.


 


		13.9	International Participants



 


With respect to Participants who reside
or work outside Canada and the United States, the Plan Administrator may, in its sole discretion, amend, or otherwise modify, without
shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions
of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise
modified provisions.


 


		13.10	Successors and Assigns



 


The Plan shall be binding on all successors
and assigns of the Corporation and its subsidiaries.


 


		13.11	General Restrictions or Assignment



 


Except as required by law, the rights
of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged
and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless
otherwise approved by the Plan Administrator.


 


		13.12	Severability



 


The invalidity or unenforceability of
any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision
shall be severed from the Plan.


 


		13.13	Notices



 


All written notices to be given by a
Participant to the Corporation shall be delivered personally, e- mail or mail, postage prepaid, addressed as follows:


 


Perpetua Resources Corp.

Suite 201 – 4050S 8th Street

Boise, Idaho

83702


Attention: Chief Financial Officer


 






     


    – 34 –


    







 


All notices to a Participant will be
addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate
a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the
date of delivery, and if sent by mail, on the fifth Business Day following the date of mailing. Any notice given by either the Participant
or the Corporation is not binding on the recipient thereof until received.


 


		13.14	Effective Date



 


This Plan becomes effective on a date
to be determined by the Plan Administrator, subject to the approval of the shareholders of the Corporation.


 


		13.15	Governing Law



 


This Plan and all matters to which reference
is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws
of Canada applicable therein, without any reference to conflicts of law rules.


 


		13.16	Submission to Jurisdiction



 


The Corporation and each Participant
irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect
of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any
issuance of Shares made in accordance with the Plan.


 






     


     


    

 


Schedule
A


 


PERPETUA
RESOURCES CORP.

OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)


 


ELECTION
NOTICE


 


All capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Plan.


 


Pursuant to the Plan, I hereby elect to participate
in the grant of DSUs pursuant to Article 7 of the Plan and to receive ________% of my Cash Fees in the form of DSUs. Except in the
case of newly eligible Directors, this election must be made by December 31st of the year prior to the year in which the
services giving rise to my Cash Fees are performed.


 


If I am a U.S. Taxpayer, I hereby further
elect for any DSUs subject to this Election Notice to be settled: [Check only one of the two choices below]


 


		 ̈	in the calendar year in which my separation from service as defined under Section 409A of the Code
(“Separation from Service”) occurs, but not earlier than the date of my Separation from Service;



 


OR


 


		 ̈	in the calendar year immediately following the year in which my Separation from Service occurs but in
all cases on or before December 31st of such calendar year.



 


I acknowledge that, notwithstanding the foregoing,
in the event of my death prior to settlement of DSUs, for purposes of Section 409A of the Code settlement will be deemed to occur
as a result of my death and my DSUs will be settled within the period permitted under Section 409A of the Code.


 


I confirm that:


 


		(a)	I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.



 


		(b)	I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms
of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will
make all appropriate withholdings as required by law at that time.



 


		(c)	The value of DSUs is based on the value of the Shares of the Corporation and therefore is not guaranteed.



 


		(d)	To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar
year to which it applies and that any revocation or termination of this election after the expiration of the election period will not
take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the
Corporation.



 






     


     - 2 -


    

 


The foregoing is only a brief outline of certain
key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.


 


	 	 	 
	Date	 	(Name of Participant)


 


	 	 	 
	 	 	(Signature of Participant)


 






     


     


    

 


Schedule
B


 


PERPETUA
RESOURCES CORP.

OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)


 


ELECTION
TO TERMINATE RECEIPT OF ADDITIONAL DSUs


 


All capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Plan.


 


Notwithstanding my previous election in the form
of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in
accordance with Article 6.6(d) of the Plan.


 


I understand that the DSUs already granted under
the Plan cannot be redeemed except in accordance with the Plan.


 


I confirm that I have received and reviewed a
copy of the terms of the Plan and agree to be bound by them.


 


	 	 	 
	Date	 	(Name of Participant)


 


	 	 	 
	 	 	(Signature of Participant)


 


		Note:	An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar
year.



 






     


     


    

 


Schedule
C


 


PERPETUA
RESOURCES CORP.

OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”)


 


ELECTION
TO TERMINATE RECEIPT OF ADDITIONAL DSUs (U.S. TAXPAYERS)


 


All capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Plan.


 


Notwithstanding my previous election in the form
of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice
shall be paid in DSUs in accordance with Article 5 of the Plan.


 


I understand that this election to terminate receipt
of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice
with the Corporation.


 


I understand that the DSUs already granted under
the Plan cannot be redeemed except in accordance with the Plan.


 


I confirm that I have received and reviewed a
copy of the terms of the Plan and agree to be bound by them.


 


	 	 	 
	Date	 	(Name of Participant)


 


	 	 	 
	 	 	(Signature of Participant)


 


		Note:	An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar
year