Metalla Royalty & Streaming Ltd.: Exhibit 4.1 - Filed by newsfilecorp.com






METALLA ROYALTY & STREAMING LTD.


2019 SHARE COMPENSATION PLAN 
(Approved by
Shareholders on •, 2019) 

	1. 	
      DEFINITIONS AND INTERPRETATION

	 	 	 	 
	1.1 	
      Definitions: For purposes of the Plan, unless the
      context requires otherwise, the following words and terms shall have the
      following meanings:

	 	 	 	 
		(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 	 
		(b) 	
      “Account” has the meaning attributed to that term
      in section 4.8;

	 	 	 	 
		(c) 	
      “Administrators” means the Board or such other
      persons as may be designated by the Board from time to time;

	 	 	 	 
		(d) 	
      “Affiliate” has the meaning attributed to that
      term in the Securities Act (British Columbia)

	 	 	 	 
		(e) 	
      “Associate” has the meaning attributed to that
      term in the Securities Act (British Columbia);

	 	 	 	 
		(f) 	
      “Award Date” means the date or dates on which an
      award of Restricted Share Units is made to a Participant in accordance
      with section 4.1;

	 	 	 	 
		(g) 	
      “Blackout Period” means the period during which
      designated directors, officers and employees of the Corporation cannot
      trade the Common Shares pursuant to the Corporation’s policy respecting
      restrictions on directors’, officers’ and employee trading which is in
      effect at that time (which, for greater certainty, does not include the
      period during which a cease trade order is in effect to which the
      Corporation or in respect of an insider, that insider is
  subject);

	 	 	 	 
		(h) 	
      “Board” means the board of directors of the
      Corporation from time to time;

	 	 	 	 
		(i) 	
      “Business Day” means each day other than a
      Saturday, Sunday or statutory holiday in Vancouver, British Columbia,
      Canada;

	 	 	 	 
		(j) 	
      “Change of Control” means:

	 	 	 	 
			(i) 	
      the acceptance of an Offer by a sufficient number of
      holders of voting shares in the capital of the Corporation to constitute
      the offeror, together with persons acting jointly or in concert with the
      offeror, a shareholder of the Corporation being entitled to exercise more
      than 50% of the voting rights attaching to the outstanding voting shares
      in the capital of the Corporation (provided that prior to the Offer, the
      offeror was not entitled to exercise more than 50% of the voting rights
      attaching to the outstanding voting shares in the capital of the
      Corporation),

	 	 	 	 
			(ii) 	
      the completion of a consolidation, merger or amalgamation
      of the Corporation with or into any other corporation whereby the voting
      shareholders of the Corporation immediately prior to the consolidation,
      merger or amalgamation receive less than 50% of the voting rights
      attaching to the outstanding voting shares of the consolidated, merged or
      amalgamated corporation or any parent entity,
or







- 2 - 

	 		(iii) 	
      the completion of a sale whereby all or substantially all
      of the Corporation’s undertakings and assets become the property of any
      other entity and the voting shareholders of the Corporation immediately
      prior to that sale hold less than 50% of the voting rights attaching to
      the outstanding voting securities of that other entity immediately
      following that sale;

	 	 	 	 
	 	(k) 	
      “Clawback Policy” means the clawback policy of the
      Corporation as determined by the Board, and as it may be amended,
      replaced, or restated from time to time;

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

	 	 	 	 
	 	(m) 	
      “Common Shares” means the common shares of the
      Corporation;

	 	 	 	 
	 	(n) 	
      “Consultant” means an individual (other than an
      employee or a director of the Corporation) that:

	 	 	 	 
	 			
      (A) is engaged to provide on an ongoing bona fide basis,
      consulting,  technical, management or other services to the
      Corporation or to an Affiliate of the Corporation;

	 	 	 	 
	 			
      (B) such services are not provided in relation to an
      offer or sale of securities of the Corporation in a capital-raising
      transaction, and do not promote or maintain a market for the Corporation’s
      securities; without limiting the foregoing, consultants providing investor
      relations services are not Consultants or Eligible Persons under the
      Plan;

	 	 	 	 
	 			
      (C) provides the services under a written contract
      between the Corporation or the Affiliate and the individual or the
      company, as the case may be;

	 	 	 	 
	 			
      (D) in the reasonable opinion of the Corporation, spends
      or will spend a significant amount of time and attention on the affairs
      and business of the Corporation or an Affiliate of the Corporation;
    and

	 	 	 	 
	 			
      (E) has a relationship with the Corporation or an
      Affiliate of the Corporation that enables the individual to be
      knowledgeable about the business and affairs of the Corporation;

	 	 	 	 
	 	(o) 	
      “Corporation” means Metalla Royalty &
      Streaming Ltd., a corporation existing under the Canada Business
      Corporations Act and the successors thereof;

	 	 	 	 
	 	(p) 	
      “Discounted Market Price” means the Market Price
      of the Common Shares, less a discount of up to 25% if the Market Price is
      $0.50 or less; up to 20% if the Market Price is between $2.00 and $0.51;
      and up to 15% if the Market Price is greater than
$2.00;







- 3 - 

		(q) 	
      “Effective Date” means •, 2019;

				
		(r) 	
      “Eligible Person” means:

				
	 		(i) 	
      any officer or employee of the Corporation and/or any
      officer or employee of any Subsidiary of the Corporation and any director
      of the Corporation and/or any director of any Subsidiary of the
      Corporation; and

				
			(ii) 	
      a Consultant;

				
		(s) 	
      “Event of Termination” means an event whereby a
      Participant ceases to be an Eligible Person and shall be deemed to have
      occurred by the giving of any notice of termination of employment or
      service (whether voluntary or involuntary and whether with or without
      cause), retirement, or any cessation of employment or service for any
      reason whatsoever, including disability or death;

				
	 	(t) 	
      “Exchange” means any stock exchange or quotation
      system in Canada where the Common Shares are listed on or through which
      the Common Shares are listed or quoted;

				
		(u) 	
      “Grant Date” means the date on which a grant of
      Options is made to a Participant in accordance with section 5.1;

				
		(v) 	
      “insider” has the meaning attributed to that term
      in the Securities Act (British Columbia);

				
	 	(w) 	
      “Insider Participant” means a Participant who is
      (i) an insider of the Corporation or any of its Subsidiaries, and (ii) an
      associate of any person who is an insider by virtue of (i);

				
	 	(x) 	
      “Market Price” means, as of any date, the closing
      price of the Common Shares on the Exchange for the last market trading day
      prior to the date of grant of the Option or if the Common Shares are not
      listed on a stock exchange, the Market Price shall be determined in good
      faith by the Administrators;

				
	 	(y) 	
      “Market Value” means, on any date, the volume
      weighted average price of the Common Shares traded on the Exchange for the
      five (5) consecutive trading days prior to such date;

				
	 	(z) 	
      “Offer” means a bona fide arm’s length offer made
      to all holders of voting shares in the capital of the Corporation to
      purchase, directly or indirectly, voting shares in the capital of the
      Corporation;

				
		(aa) 	
      “Option” means an option granted to an Eligible
      Person under the Plan to purchase Common Shares;

				
		(bb) 	
      “Option Agreement” has the meaning ascribed to
      that term in section 3.2;

				
		(cc) 	
      “Participant” means an Eligible Person selected by
      the Administrators to participate in the Plan in accordance with section 3.1 hereof;







- 4 - 

		(dd) 	
      “Payout Date” means the day on which the
      Corporation pays to a Participant the Market Value of the Restricted Share
      Units that have become vested and payable;

	 	 	 
		(ee) 	
      “Plan” means this share compensation plan, as
      amended, replaced or restated from time to time;

	 	 	 
		(ff) 	
      “reserved for issuance” refers to Common Shares
      that may be issued in the future upon the vesting of Restricted Share
      Units which have been awarded and upon the exercise of Options which have
      been granted;

	 	 	 
		(gg) 	
      “Restricted Share Unit” means a right granted in
      accordance with section 4.1 hereof to receive one Common
      Share that becomes vested in accordance with section 4.3;

	 	 	 
		(hh) 	
      “Restricted Share Unit Agreement” has the meaning
      ascribed to that term in section 3.2;

	 	 	 
		(ii) 	
      “Restricted Share Unit Deferral Agreement” has the
      meaning ascribed to that term in section 4.5;

	 	 	 
		(jj)	
      “Share 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 Common Shares to directors, officers and employees of the
      Corporation and any of its Subsidiaries or to Consultants;

	 	 	 
		(kk)	
      “Subsidiary” has the meaning ascribed thereto in
      the Securities Act (British Columbia) and “Subsidiaries”
      shall have a corresponding meaning;

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

	 	 	 
		(mm)	
      “U.S.
      Participant” means a Participant who is a citizen of the United States
      or a resident of the United States, as defined in section 7701(a)(30)(A)
      and section 7701(b)(1) of the Code and any other Participant who is
      subject to tax under the Code with respect to compensatory awards granted
      pursuant to the Plan;

	 	 	 
		(nn)	
      “U.S. Person” means a “U.S. person”, as such term
      is defined in Regulation S under the 1933 Act; and

	 	 	 
		(oo)	
      “Withholding Obligations” has the meaning ascribed
      to that term in section 4.6.

	 	 	 
	1.2 	
      Headings: The headings of all articles, sections,
      and paragraphs in the Plan are inserted for convenience of reference only
      and shall not affect the construction or interpretation of the
  Plan.

	 	 	 
	1.3 	
      Context, Construction: Whenever the singular or
      masculine are used in the Plan, the same shall be construed as being the
      plural or feminine or neuter or vice versa where the context so
      requires.







- 5 - 

	1.4 	
      References to this Plan: The words “hereto”,
      “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or
      refer to the Plan as a whole and not to any particular article, section,
      paragraph or other part hereof.

	 	 	 
	1.5 	
      Currency: All references in this Plan or in any
      agreement entered into under this Plan to “dollars”, “$” or lawful
      currency shall be references to Canadian dollars, unless the context
      otherwise requires.

	 	 	 
	2. 	
      PURPOSE AND ADMINISTRATION OF THE PLAN

	 	 	 
	2.1 	
      Purpose: The purpose of the Plan is to advance the
      interests of the Corporation and its Subsidiaries, and its shareholders
      by: (i) ensuring that the interests of Eligible Persons are aligned with
      the success of the Corporation and its Subsidiaries; (ii) encouraging
      stock ownership by Eligible Persons; and (iii) providing compensation
      opportunities to attract, retain and motivate Eligible Persons.

	 	 	 
	2.2 	
      Common Shares Subject to the Plan:

	 	 	 
		(a) 	
      The total number of Common Shares reserved and available
      for grant and issuance pursuant to this Plan shall not exceed 10% of the
      issued and outstanding Common Shares from time to time (together with
      those Common Shares issuable pursuant to any other Share Compensation
      Arrangement, including the Restricted Share Units that may be awarded
      under section 4);

	 	 	 
		(b) 	
      The number of Common Shares issuable under the Plan to
      any one Participant (together with those Common Shares issuable pursuant
      to any other Share Compensation Arrangement) in a 12 month period shall
      not exceed 5% of the issued and outstanding Common Shares from time to
      time;

	 	 	 
		(c) 	
      The number of Common Shares issuable under the Plan to
      Insider Participants (together with those Common Shares issuable pursuant
      to any other Share Compensation Arrangement) shall not, at any time,
      exceed 10% of the issued and outstanding Common Shares; and

	 	 	 
		(d) 	
      The number of Common Shares issuable under the Plan to
      any one Consultant within a 12 month period (together with those Common
      Shares that are issued pursuant to any other Share Compensation
      Arrangement) shall not, at any time, exceed 2% of the issued and
      outstanding Common Shares.

	 	 	 
	2.3 	
      Administration of the Plan: The Plan shall be
      administered by the Administrators, through the recommendation of the
      Compensation Committee of the Board. Subject to any limitations of the
      Plan, the Administrators shall have the power and authority to:

	 	 	 
		(a) 	
      adopt rules and regulations for implementing the
    Plan;

	 	 	 
		(b) 	
      determine the eligibility of persons to participate in
      the Plan, when Restricted Share Units and Options to Eligible Persons
      shall be awarded or granted, the number of Restricted Share Units and
      Options to be awarded or granted, the vesting criteria for each award of
      Restricted Share Units and the vesting period for each grant of
      Options;







- 6 - 

		(c) 	
      interpret and construe the provisions of the Plan and any
      agreement or instrument under the Plan;

	 	 	 
		(d) 	
      subject to regulatory requirements, make exceptions to
      the Plan in circumstances which they determine to be
exceptional;

	 	 	 
		(e) 	
      require that any Participant provide certain
      representations, warranties and certifications to the Corporation to
      satisfy the requirements of applicable laws, including without limitation,
      if applicable, exemptions from the registration requirements of the 1933
      Act and applicable state securities laws; and

	 	 	 
		(f) 	
      make all other determinations and take all other actions
      as they determine to be necessary or desirable to implement, administer
      and give effect to the Plan.

	 	 	 
	3. 	
      ELIGIBILITY AND PARTICIPATION IN PLAN

	 	 	 
	3.1 	
      The Plan and Participation: The Plan is hereby
      established for Eligible Persons. Restricted Share Units may be awarded
      and Options may be granted to any Eligible Person as determined by the
      Administrators in accordance with the provisions hereof. The Corporation
      and each Participant acknowledge that they are responsible for ensuring
      and confirming that such Participant is a bona fide Eligible Person
      entitled to receive Options or Restricted Share Units, as the case may
      be.

	 	 	 
	3.2 	
      Agreements: All Restricted Share Units awarded
      hereunder shall be evidenced by a restricted share unit agreement
      (“Restricted Share Unit Agreement”) between the Corporation and the
      Participant, substantially in the form set out in Exhibit A or in such other form as the Administrators
      may approve from time to time. All Options granted hereunder shall be
      evidenced by an option agreement (“Option Agreement”) between the
      Corporation and the Participant, substantially in the form as set out in Exhibit B or in such other form as the
      Administrators may approve from time to time.

	 	 	 
	4. 	
      AWARD OF RESTRICTED SHARE UNITS

	 	 	 
	4.1 	
      Award of Restricted Share Units: Subject to
      section 2.2, the total number of Restricted Share
      Units that may be awarded pursuant to this section shall not exceed
      1,770,806 Restricted Share Units.

	 	 	 
		
      The Administrators may, at any time and from time to
      time, award Restricted Share Units to Eligible Persons. In awarding any
      Restricted Share Units, the Administrators shall determine:

	 	 	 
		(a) 	
      to whom Restricted Share Units pursuant to the Plan will
      be awarded;

	 	 	 
		(b) 	
      the number of Restricted Share Units to be awarded and
      credited to each Participant’s Account;

	 	 	 
		(c) 	
      the Award Date; and

	 	 	 
	 	(d) 	subject to section 4.3 hereof, the applicable
    vesting criteria.
	 	 	
       
		 	
       Upon the award of Restricted Share Units, the
      number of Restricted Share Units awarded to a Participant shall be
      credited to the Participant’s Account effective as of the Award
    Date.







- 7 - 

	4.2 	
      Restricted Share Unit Agreement: Upon the award of
      each Restricted Share Unit to a Participant, a Restricted Share Unit
      Agreement shall be delivered by the Administrators to the
    Participant.

	 	 	 
	4.3 	
      Vesting:

	 	 	 
		(a) 	
      Subject to subsections (c) and (d) below, at the time of the award of Restricted Share
      Units, the Administrators shall determine in their sole discretion the
      vesting criteria applicable to such Restricted Share Units.

	 	 	 
		(b) 	
      For greater certainty, the vesting of Restricted Share
      Units may be determined by the Administrators to include criteria such as
      performance vesting, in which the number of Common Shares to be delivered
      to a Participant for each Restricted Share Unit that vests may fluctuate
      based upon the Corporation’s performance and/or the market price of the
      Common Shares, in such manner as determined by the Administrators in their
      sole discretion.

	 	 	 
		(c) 	
      Each Restricted Share Unit shall be subject to vesting in
      accordance with the terms set out in the Restricted Share Unit
      Agreement.

	 	 	 
		(d) 	
      Notwithstanding anything to the contrary in this Plan,
      all vesting and issuances or payments, as applicable, in respect of a
      Restricted Share Unit shall be completed no later than December 15 of the
      third calendar year commencing after the Award Date for such Restricted
      Share Unit.

	 	 	 
	4.4 	
      Blackout Periods: Should the date of vesting of a
      Restricted Share Unit fall within a Blackout Period or within nine
      Business Days following the expiration of a Blackout Period, such date of
      vesting shall be automatically extended without any further act or
      formality to that date which is the tenth Business Day after the end of
      the Blackout Period, such tenth Business Day to be considered the date of
      vesting for such Restricted Share Unit for all purposes under the Plan.
      Notwithstanding section 6.4 hereof, the ten
      Business Day period referred to in this section 4.4 may not be extended by
      the Board.

	 	 	 
	4.5 	
      Vesting and Settlement: As soon as practicable
      after the relevant date of vesting of any Restricted Share Units awarded
      under the Plan and with respect to a U.S. Participant, no later than 60
      days thereafter, but subject to subsection 4.3(d), a
      Participant shall be entitled to receive and the Corporation shall issue
      or pay (at its discretion):

	 	 	 
		(a) 	
      a lump sum payment in cash equal to the number of vested
      Restricted Share Units recorded in the Participant’s Account multiplied by
      the Market Value of a Common Share on the Payout Date;

	 	 	 
		(b) 	
      the number of Common Shares required to be issued to a
      Participant upon the vesting of such Participant’s Restricted Share Units
      in the Participant’s Account, duly issued as fully paid and non-assessable
      shares and such Participant shall be registered on the books of the
      Corporation as the holder of the appropriate number of Common Shares;
      or







- 8 - 

		(c) 	
      any combination of the foregoing.

	 	 	 
		
      Notwithstanding the foregoing, the Administrators may
      permit a U.S. Participant to defer the payment of shares following the
      vesting of Restricted Share Units, provided that such deferral is made
      pursuant to a written deferral election form (the “Restricted Share
      Unit Deferral Agreement”) between the Corporation and the U.S.
      Participant that complies with the requirements of Section 409A of the
      Code, substantially in the form as set out in Exhibit
      D or in such other form as the Administrators may approve from time to
      time.

	 	 	 
	4.6 	
      Taxes and Source Deductions: the Corporation or an
      affiliate of the Corporation may take such reasonable steps for the
      deduction and withholding of any taxes and other required source
      deductions which the Corporation or the affiliate, as the case may be, is
      required by any law or regulation of any governmental authority whatsoever
      to remit in connection with this Plan, any Restricted Share Units or any
      issuance of Common Shares (“Withholding Obligations”). Without
      limiting the generality of the foregoing, the Corporation may, at its
      discretion: (i) deduct and withhold those amounts it is required to remit
      pursuant to the Withholding Obligations from any cash remuneration or
      other amount payable to the Participant, whether or not related to the
      Plan, the vesting of any Restricted Share Units or the issue of any Common
      Shares; (ii) allow the Participant to make a cash payment to the
      Corporation equal to the amount required to be remitted, pursuant to the
      Withholding Obligations, which amount shall be remitted by the Corporation
      to the appropriate governmental authority for the account of the
      Participant; or (iii) settle a portion of vested Restricted Share Units of
      a Participant in cash equal to the amount the Corporation is required to
      remit, pursuant to the Withholding Obligations, which amount shall be
      remitted by the Corporation to the appropriate governmental authority for
      the account of the Participant. Where the Corporation considers that the
      steps undertaken in connection with the foregoing result in inadequate
      withholding or a late remittance of taxes, the delivery of any Common
      Shares to be issued to a Participant on vesting of any Restricted Share
      Units may be made conditional upon the Participant (or other person)
      reimbursing or compensating the Corporation or making arrangements
      satisfactory to the Corporation for the payment to it in a timely manner
      of all taxes required to be remitted, pursuant to the Withholding
      Obligations, for the account of the Participant.

	 	 	 
	4.7 	
      Rights Upon an Event of Termination:

	 	 	 
		(a) 	
      If an Event of Termination has occurred in respect of any
      Participant, any and all Common Shares corresponding to any vested
      Restricted Share Units in the

	 	 	 
			
      Participant’s Account shall be issued as soon as
      practicable after the Event of Termination to the former Participant in
      accordance with section 4.5 hereof. With respect to
      each Restricted Share Unit of a U.S. Participant, such Restricted Share
      Unit will be settled and shares issued as soon as practicable following
      the date of vesting of such Restricted Share Unit as set forth in the
      applicable Restricted Share Unit Agreement, but in all cases within 60
      days following such date of vesting or as otherwise specified in the
      applicable Restricted Share Unit Deferral Agreement.

	 	 	 
		(b) 	
      If an Event of Termination has occurred in respect of any
      Participant, any unvested Restricted Share Units in the Participant’s
      Account shall, unless otherwise determined by the Administrators in their
      discretion, forthwith and automatically be forfeited by the Participant
      and cancelled. With respect to any Restricted Share Unit of a U.S.
      Participant, if the Administrators determine, in their discretion, to
      waive vesting conditions applicable to a Restricted Share Unit that is
      unvested at the time of an Event of Termination, such Restricted Share
      Unit shall not be forfeited or cancelled, but instead will be deemed to be
      vested and settled and shares delivered following the date of vesting of
      such Restricted Share Unit as set forth in the applicable Restricted Share
      Unit Agreement or as otherwise specified in the applicable Restricted
      Share Unit Deferral Agreement.







- 9 - 

		(c) 	
      Notwithstanding the foregoing subsection 4.7(b), if a Participant retires in accordance with the
      Corporation’s retirement policy, at such time, any unvested
      performance-based Restricted Share Units in the Participant’s Account
      shall not be forfeited by the Participant or cancelled and instead shall
      be eligible to become vested in accordance with the vesting conditions set
      forth in the applicable Restricted Share Unit Agreement after such
      retirement (as if retirement had not occurred) or as otherwise specified
      in the applicable Restricted Share Unit Deferral Agreement, but only if
      the performance vesting criteria, if any, are met on the applicable
      date.

	 	 	 
		(d) 	
      For greater certainty, if a Participant’s employment is
      terminated for just cause, each unvested Restricted Share Unit in the
      Participant’s Account shall forthwith and automatically be forfeited by
      the Participant and cancelled.

	 	 	 
		(e) 	
      For the purposes of this Plan and all matters relating to
      the Restricted Share Units, the date of the Event of Termination shall be
      determined without regard to any applicable severance or termination pay,
      damages, or any claim thereto (whether express, implied, contractual,
      statutory, or at common law).

	 	 	 
	4.8 	
      Restricted Share Unit Accounts: A separate
      notional account for Restricted Share

	 	 	 
		
      Units shall be maintained for each Participant (an
      “Account”). Each Account will be credited with Restricted Share
      Units awarded to the Participant from time to time pursuant to section 4.1 hereof by way of a bookkeeping entry in the books
      of the Corporation. On the vesting of the Restricted Share Units pursuant
      to section 4.3 hereof and the corresponding issuance
      of Common Shares to the Participant pursuant to section 4.5 hereof, or on the forfeiture and cancellation of
      the Restricted Share Units pursuant to section 4.7
      hereof, the applicable Restricted Share Units credited to the
      Participant’s Account will be cancelled.

	 	 	 
	4.9 	
      Record Keeping: the Corporation shall maintain
      records in which shall be recorded:

	 	 	 
		(a) 	
      the name and address of each Participant;

	 	 	 
		(b) 	
      the number of Restricted Share Units credited to each
      Participant’s Account;

	 	 	 
		(c) 	
      any and all adjustments made to Restricted Share Units
      recorded in each Participant’s Account; and

	 	 	 
		(d) 	
      any other information which the Corporation considers
      appropriate to record in such records.







- 10 - 

	5. 	
      GRANT OF OPTIONS

	 	 	 
	5.1 	
      Grant of Options: Subject to section 2.2, the total number of Common Shares reserved and
      available for grant pursuant to this section on exercise of Options
      (together with those Common Shares issuable pursuant to any other Share
      Compensation Arrangement) shall not exceed 10% of the number of issued and
      outstanding Common Shares from time to time.

	 	 	 
		
      The Administrators may at any time and from time to time
      grant Options to Eligible Persons. In granting any Options, the
      Administrators shall determine:

	 	 	 
		(a) 	
      to whom Options pursuant to the Plan will be
    granted;

	 	 	 
		(b) 	
      the number of Options to be granted, the Grant Date and
      the exercise price of each Option;

	 	 	 
		(c) 	
      the expiration date of each Option; and

	 	 	 
		(d) 	
      subject to section 5.3 hereof, the
      applicable vesting criteria,

	 	 	 
		
      provided, however that the exercise price for a Common
      Share pursuant to any Option shall not be less than the Discounted Market
      Price on the Grant Date in respect of that Option, and with respect to
      Options granted to U.S. Participants, the exercise price shall not be less
      than the closing price of the Common Shares on any exchange in Canada
      where Common Shares are listed on the last trading day prior to the Grant
      Date.

	 	 	 
	5.2 	
      Option Agreement: Upon each grant of Options to a
      Participant, an Option Agreement shall be delivered by the Administrators
      to the Participant.

	 	 	 
	5.3 	
      Vesting:

	 	 	 
		
      The Administrators may determine when any Option will
      become exercisable and may determine that Options shall be exercisable in
      instalments or pursuant to a vesting schedule. The Option Agreement will
      disclose any vesting conditions prescribed by the
Administrators.

	 	 	 
	5.4 	
      Term of Option/Blackout Periods: The term of each
      Option shall be determined by the Administrators; provided that no Option
      shall be exercisable after ten years from the Grant Date. Should the term
      of an Option expire on a date that falls within a Blackout Period or
      within nine Business Days following the expiration of a Blackout Period,
      such expiration date shall be automatically extended without any further
      act or formality to that date which is the tenth Business Day after the
      end of the Blackout Period, such tenth Business Day to be considered the
      expiration date for such Option for all purposes under the Plan.
      Notwithstanding section 6.4 hereof, the ten
      Business Day period referred to in this section 5.4 may not be extended by
      the Board.

	 	 	 
	5.5 	
      Exercise of Option:

	 	 	 
		
      Options that have vested in accordance with the
      provisions of this Plan and the applicable Option Agreement may be
      exercised at any time, or from time to time, during their term and subject
      to the provisions of section 5.9 hereof as to any
      number of whole Common Shares that are then available for purchase
      thereunder; provided that no partial exercise may be for less than 100
      whole Common Shares. Options may be exercised by delivery of a written
      notice of exercise to the Administrators, substantially in the form
      attached to this Plan as Exhibit C, with respect to the Options, or by any
      other form or method of exercise acceptable to the
  Administrators.







- 11 - 

	5.6 	
      Payment and Issuance: Upon actual receipt by the
      Corporation or its agent of the materials required by subsection 5.5 and receipt by the Corporation of a cheque or
      other form of acceptable payment for the aggregate exercise price, the
      number of Common Shares in respect of which the Options are exercised will
      be issued as fully paid and non-assessable shares and the Participant
      exercising the Options shall be registered on the books of the Corporation
      as the holder of the appropriate number of Common Shares. No person or
      entity shall enjoy any part of the rights or privileges of a holder of
      Common Shares which are subject to Options until that person or entity
      becomes the holder of record of those Common Shares. No Common Shares will
      be issued by the Corporation prior to the receipt of payment by the
      Corporation for the aggregate exercise price for the Options being
      exercised.

	 	 
	5.7 	
      Cashless Exercise: Without limiting the foregoing
      section 5.6, unless otherwise determined by the
      Administrators or not compliant with any applicable laws or rules of any
      applicable securities exchange or market, a Participant may elect a
      cashless exercise in a notice of exercise in accordance with the
      following: (i) cashless exercise of Options shall only be available to a
      Participant who intends to immediately sell the Common Shares issuable
      upon exercise of such Options in Canada and the proceeds of sale will be
      sufficient to satisfy the exercise price of the Options, and (ii) if an
      eligible Participant elects to exercise the Options through cashless
      exercise and complies with any relevant protocols approved by the
      Administrators, a sufficient number of the Common Shares issued upon
      exercise of the Options will be sold in Canada by a designated broker on
      behalf of the Participant to satisfy the exercise price of the Options,
      the exercise price of the Options will be delivered to the Corporation and
      the Participant will receive only the remaining unsold Common Shares from
      the exercise of the Options and the net proceeds of the sale after
      deducting the exercise price of the Options, applicable taxes and any
      applicable fees and commissions, all as determined by the Administrators
      from time to time. The Corporation shall not deliver the Common Shares
      issuable upon a cashless exercise of Options until receipt of the exercise
      price therefor, whether by a designated broker selling the Common Shares
      issuable upon exercise of such Options through a short position or such
      other method determined by the Administrators in compliance with
      applicable laws. For greater certainty in this section
      5.7, the Participant acknowledges that the TSX Venture
      Exchange does not permit cashless exercise.

	 	 
	5.8 	
      Taxes and Source Deductions: The Corporation or an
      affiliate of the Corporation may take such reasonable steps for the
      deduction and withholding of any taxes and other required source
      deductions which the Corporation or the affiliate, as the case may be, is
      required by any law or regulation of any governmental authority whatsoever
      to remit pursuant to the Withholding Obligations in connection with this
      Plan, any Options or any issuance of Common Shares. Without limiting the
      generality of the foregoing, the Corporation may, at its discretion: (i)
      deduct and withhold those amounts it is required to remit, pursuant to the
      Withholding Obligations, from any cash remuneration or other amount
      payable to the Participant, whether or not related to the Plan, the
      exercise of any Options or the issue of any Common Shares; or (ii) allow
      the Participant to make a cash payment to the Corporation equal to the
      amount required to be remitted, pursuant to the Withholding Obligations,
      which amount shall be remitted by the Corporation to the appropriate
      governmental authority for the account of the Participant. Where the
      Corporation considers that the steps undertaken in connection with the
      foregoing result in inadequate withholding or a late remittance of taxes,
      the delivery of any Common Shares to be issued to a Participant on the
      exercise of Options may be made conditional upon the Participant (or other
      person) reimbursing or compensating the Corporation or making arrangements
      satisfactory to the Corporation for the payment in a timely manner of all
      taxes required to be remitted, pursuant to the Withholding Obligations,
      for the account of the Participant.







- 12 - 

	5.9 	
      Rights Upon an Event of Termination:

	 	 	 	 
		(a) 	
      If an Event of Termination has occurred in respect of a
      Participant, any unvested Options, to the extent not available for
      exercise as of the date of the Event of Termination, shall, unless
      otherwise determined by the Administrators in their discretion, forthwith
      and automatically be cancelled, terminated and not available for exercise
      without further consideration or payment to the Participant.

	 	 	 	 
		(b) 	
      Except as otherwise stated herein or otherwise determined
      by the Administrators in their discretion (provided such determination
      does not exceed a maximum of one year), upon the occurrence of an Event of
      Termination in respect of a Participant, any vested Options granted to the
      Participant that are available for exercise may be exercised only before
      the earlier of:

	 	 	 	 
			(i) 	
      the expiry of the Option; and

	 	 	 	 
			(ii) 	
      six months after the date of the Event of
    Termination.

	 	 	 	 
		(c) 	
      Notwithstanding the foregoing subsections 5.9(a) and (b), if a Participant’s employment is
      terminated for just cause, each Option held by the Participant, whether or
      not then exercisable, shall forthwith and automatically be cancelled and
      may not be exercised by the Participant.

	 	 	 	 
		(d) 	
      For the purposes of this Plan and all matters relating to
      the Options, the date of the Event of Termination shall be determined
      without regard to any applicable severance or termination pay, damages, or
      any claim thereto (whether express, implied, contractual, statutory, or at
      common law).

	 	 	 	 
	5.10 	
      Record Keeping: The Corporation shall maintain an
      Option register in which shall be recorded:

	 	 	 	 
		(a) 	
      the name and address of each holder of Options;

	 	 	 	 
		(b) 	
      the number of Common Shares subject to Options granted to
      each holder of Options;

	 	 	 	 
		(c) 	
      the term of the Option and exercise price, including
      adjustments for each Option granted; and

	 	 	 	 
		(d) 	
      any other information which the Corporation considers
      appropriate to record in such register.







- 13 - 

	6. 	
      GENERAL

	 	 	 
	6.1 	
      Effective Date of Plan: The Plan shall be
      effective as of the Effective Date.

	 	 	 
	6.2 	
      Change of Control: If there is a Change of Control
      transaction then, notwithstanding any other provision of this Plan except
      subsection 4.3(d) which will continue to apply in
      all circumstances, the Administrators may, in their sole discretion,
      determine that any or all unvested Restricted Share Units and any or all
      Options (whether or not currently exercisable) shall vest or become
      exercisable, as applicable, at such time and in such manner as may be
      determined by the Administrators in their sole discretion such that
      Participants under the Plan shall be able to participate in the Change of
      Control transaction, including, at the election of the holder thereof, by
      surrendering such Restricted Share Units and Options to the Corporation or
      a third party or exchanging such Restricted Share Units or Options, for
      consideration in the form of cash and/or securities, to be determined by
      the Administrators in their sole discretion. Notwithstanding the
      foregoing, with respect to Options of U.S. Participants, any exchange,
      substitution or amendment of such Options will occur only to the extent
      and in a manner that will not result in the imposition of taxes under
      Section 409A of the Code, and with respect to Restricted Share Units of
      U.S. Participants, any surrender or other modification of Restricted Share
      Units will occur only to the extent such surrender or other modification
      will not result in the imposition of taxes under Section 409A of the
      Code.

	 	 	 
	6.3 	
      Reorganization Adjustments:

	 	 	 
		
      (a) In the event of any declaration by the Corporation of
      any stock dividend payable in securities (other than a dividend which may
      be paid in cash or in securities at the option of the holder of Common
      Shares), or any subdivision or consolidation of Common Shares,
      reclassification or conversion of Common Shares, or any combination or
      exchange of securities, merger, consolidation, recapitalization,
      amalgamation, plan of arrangement, reorganization, spin off involving the
      Corporation, distribution (other than normal course cash dividends) of
      company assets to holders of Common Shares, or any other corporate
      transaction or event involving the Corporation or the Common Shares, the
      Administrators, in the Administrators’ sole discretion, may, subject to
      any relevant resolutions of the Board, and without liability to any
      person, make such changes or adjustments, if any, as the Administrators
      consider fair or equitable, in such manner as the Administrators may
      determine, to reflect such change or event including, without limitation,
      adjusting the number of Options and Restricted Share Units outstanding
      under this Plan, the type and number of securities or other property to be
      received upon exercise or redemption thereof, and the exercise price of
      Options outstanding under this Plan, provided that the value of any Option
      or Restricted Share Unit immediately after such an adjustment, as
      determined by the Administrators, shall not exceed the value of such
      Option or Restricted Share Unit prior thereto, as determined by the
      Administrators.

	 	 	 
		
      (b) Notwithstanding the foregoing, with respect to
      Options and Restricted Share Units of U.S. Participants, such changes or
      adjustments will be made in a manner so as to not result in the imposition
      of taxes under Section 409A of the Code and will comply with the
      requirements in subsection 4.3(d).







- 14 - 

		(c) 	
      The Corporation shall give notice to each Participant in
      the manner determined, specified or approved by the Administrators of any
      change or adjustment made pursuant to this section and, upon such notice,
      such adjustment shall be conclusive and binding for all
purposes.

	 	 	 	 
		(d) 	
      The Administrators may from time to time adopt rules,
      regulations, policies, guidelines or conditions with respect to the
      exercise of the power or authority to make changes or adjustments pursuant
      to section 6.2 or section 6.3(a). The Administrators, in making any
      determination with respect to changes or adjustments pursuant to section 6.2 or section 6.3(a) shall
      be entitled to impose such conditions as the Administrators consider or
      determine necessary in the circumstances, including conditions with
      respect to satisfaction or payment of all applicable taxes (including, but
      not limited to, withholding taxes).

	 	 	 	 
	6.4 	
      Amendment or Termination of Plan:

	 	 	 	 
		
      The Board may amend this Plan or any Restricted Share
      Unit or any Option at any time without the consent of Participants
      provided that such amendment shall:

	 	 	 	 
		(a) 	
      not adversely alter or impair any Restricted Share Unit
      previously awarded or any Option previously granted except as permitted by
      the provisions of section 6.3 hereof, and, with
      respect to Restricted Share Units and Options of U.S. Participants, such
      amendment will not result in the imposition of taxes under Section
      409A;

	 	 	 	 
		(b) 	
      be subject to any regulatory approvals including, where
      required, the approval of the Exchange; and

	 	 	 	 
		(c) 	
      be subject to shareholder approval, where required by the
      requirements of the Exchange, provided that shareholder approval shall not
      be required for the following amendments:

	 	 	 	 
			(i) 	
      amendments of a “housekeeping nature”, including any
      amendment to the Plan or a Restricted Share Unit or Option that is
      necessary to comply with applicable laws, tax or accounting provisions or
      the requirements of any regulatory authority or stock exchange and any
      amendment to the Plan or a Restricted Share Unit or Option to correct or
      rectify any ambiguity, defective provision, error or omission therein,
      including any amendment to any definitions therein;

	 	 	 	 
			(ii) 	
      amendments that are necessary or desirable for Restricted
      Share Units or Options to qualify for favourable treatment under any
      applicable tax law;

	 	 	 	 
			(iii) 	
      a change to the vesting provisions of any Restricted
      Share Unit or any Option (including any alteration, extension or
      acceleration thereof);

	 	 	 	 
			(iv) 	
      a change to the termination provisions of any Option or
      Restricted Share Units (for example, relating to termination of
      employment, resignation, retirement or death) that does not entail an
      extension beyond the original expiration date (as such date may be
      extended by virtue of section 5.4);







- 15 - 


			(v) 	the introduction of features to the
      Plan that would permit the Corporation to, instead of issuing Common
      Shares from treasury upon the vesting of the Restricted Share Units,
      retain a broker and make payments for the benefit of Participants to such
      broker who would purchase Common Shares in the open market for such
      Participants; 
	  	  	  	  	  	  	  	  	  	  
			(vi) 	the amendment of this Plan as it
      relates to making lump sum payments to Participants upon the vesting of
      the Restricted Share Units; 
	  	  	  	  	  	  	  	  	  	  
	  	  	(vii) 	the amendment of the cashless
      exercise feature set out in this Plan; and 
	  	  	  	  	  	  	  	  	  	  
			(viii) 	change the application of section 6.3 hereof (Reorganization Adjustments) and section 6.2 (Change of Control), and 
	  	  	  	  	  	  	  	  	  	  
		(d) 	be subject to disinterested
      shareholder approval in the event of any reduction in the exercise price
      of any Option granted under the Plan to an Insider Participant. 
	  	  	  	  	  	  	  	  	  	  
		For greater certainty, shareholder
      approval shall be required in circumstances where an amendment to the Plan
      would: 
	  	  	  	  	  	  	  	  	  	  
		(a) 	change from a fixed maximum
      percentage of issued and outstanding Common Shares to a fixed maximum
      number of Common Shares; 
	  	  	  	  	  	  	  	  	  	  
	  	(b) 	increase the limits in section 2.2; 	  	  	  	  
	  	  	  	  	  	  	  	  	  	  
		(c) 	reduce the exercise price of any
      Option (including any cancellation of an Option for the purpose of
      reissuance of a new Option at a lower exercise price to the same person);
    
	  	  	  	  	  	  	  	  	  	  
		(d) 	extend the term of any Option beyond
      the original term (except if such period is being extended by virtue of
      section 5.4 hereof); or 
	  	  	  	  	  	  	  	  	  	  
	  	(e) 	amend this section 6.4. 	  	  	  	  
	  	  	  	  	  	  	  	  	  	  
	6.5 	Termination: The
      Administrators may terminate this Plan at any time in their absolute
      discretion. If the Plan is so terminated, no further Restricted Share
      Units shall be awarded and no further Options shall be granted, but the
      Restricted Shares Units then outstanding and credited to Participants’
      Accounts and the Options then outstanding shall continue in full force and
      effect in accordance with the provisions of this Plan. Any termination of
      this Plan shall occur in a manner that will not result in the imposition
      of taxes on a U.S. Participant under Section 409A. 
	  	  	  	  	  	  	  	  	  	  
	6.6 	Transferability: A Participant
      shall not be entitled to transfer, assign, charge, pledge or hypothecate,
      or otherwise alienate, whether by operation of law or otherwise, the
      Participant’s Restricted Share Units or Options or any rights the
      Participant has under the Plan. 
	  	  	  	  	  	  	  	  	  	  
	6.7 	Rights as a Shareholder: Under
      no circumstances shall the Restricted Share Units or Options be considered
      Common Shares nor shall they entitle any Participant to exercise voting
      rights or any other rights attaching to the ownership of Common Shares
      (including, but not limited to, the right to dividend equivalent
      payments). 







- 16 - 

	6.8 	
      Credits for Dividends: Unless otherwise determined
      by the Administrators, whenever cash or other dividends are paid on Common
      Shares, additional Restricted Share Units will be automatically granted to
      each Participant who holds Restricted Share Units on the record date for
      such dividends. The number of such Restricted Share Units (rounded to the
      nearest whole Restricted Share Units) to be credited to such Participant
      as of the date on which the dividend is paid on the Common Shares shall be
      an amount equal to the quotient obtained when (i) the aggregate value of
      the cash or other dividends that would have been paid to such Participant
      if the Participant’s Restricted Share Units as of the record date for the
      dividend had been Common Shares, is divided by (ii) the Market Value of
      the Common Shares as of the date on which the dividend is paid on the
      Common Shares. Restricted Share Units granted to a Participant shall be
      subject to the same vesting conditions (time and performance (as
      applicable)) as the Restricted Share Units to which they relate.

	 	 	 
	6.9 	
      No Effect on Employment, Rights or
  Benefits:

	 	 	 
		(a) 	
      The terms of employment shall not be affected by
      participation in the Plan.

	 	 	 
		(b) 	
      Nothing contained in the Plan shall confer or be deemed
      to confer upon any Participant the right to continue as a director,
      officer, employee or Consultant nor interfere or be deemed to interfere in
      any way with any right of the Corporation, the Board or the shareholders
      of the Corporation to remove any Participant from the Board or of the
      Corporation or any Subsidiary to terminate any Participant’s employment or
      agreement with a Consultant at any time for any reason
  whatsoever.

	 	 	 
		(c) 	
      Under no circumstances shall any person who is or has at
      any time been a Participant be able to claim from the Corporation or any
      Subsidiary any sum or other benefit to compensate for the loss of any
      rights or benefits under or in connection with this Plan or by reason of
      participation in this Plan.

	 	 	 
	6.10 	
      Market Value of Common Shares: The Corporation
      makes no representation or warranty as to the future market value of any
      Common Shares. No Participant shall be entitled, either immediately or in
      the future, either absolutely or contingently, to receive or obtain any
      amount or benefit granted to or to be granted for the purpose of reducing
      the impact, in whole or in part, of any reduction in the market value of
      the shares of the Corporation or a corporation related thereto.

	 	 	 
	6.11 	
      Compliance with Applicable Law:

	 	 	 
		(a) 	
      If any provision of the Plan contravenes any law or any
      order, policy, by-law or regulation of any regulatory body having
      jurisdiction, then such provision shall be deemed to be amended to the
      extent necessary to bring such provision into compliance therewith.
      Notwithstanding the foregoing, the Corporation shall have no obligation to
      register any securities provided for in this Plan under the 1933
    Act.

	 	 	 
		(b) 	
      The award of Restricted Share Units, the grant of Options
      and the issuance of Common Shares under this Plan shall be carried out in
      compliance with applicable statutes and with the regulations of
      governmental authorities and any applicable stock exchange. If the
      Administrators determine in their discretion that, in order to comply with
      any such statutes or regulations, certain action is necessary or desirable
      as a condition of or in connection with the award of a Restricted Share
      Unit, the grant of an Option or the issue of a Common Share upon the
      vesting of a Restricted Share Unit or exercise of an Option, as
      applicable, that Restricted Share Unit may not vest in whole or in part
      and that Option may not be exercised in whole or in part, as applicable,
      unless that action shall have been completed in a manner satisfactory to
      the Administrators. In addition, unless the Restricted Share Units, the
      Options and the Common Shares issuable pursuant to the Restricted Share
      Units and Options, as applicable, have been registered under the 1933 Act
      and any applicable U.S. state securities laws, all rights of a Participant
      under this Plan shall be subject to and conditioned upon the availability
      of exemptions or exclusions from the registration requirements of the 1933
      Act and any applicable U.S. state securities laws, as determined by the
      Corporation in its sole discretion.







- 17 - 

		(c) 	
      If the Common Shares are listed on the TSX Venture
      Exchange and the award of Restricted Share Units or grant of Options and
      the issuance of Common Shares under this Plan is made to a director,
      officer, promoter or other insider of the Corporation, and unless the
      respective award, grant or issuance or is qualified by prospectus, or
      issued under a securities take-over bid, rights offering, amalgamation, or
      other statutory procedure, then the Restricted Share Unit Agreement or
      Option Agreement will bear an Exchange Hold Period, and the following
      legend will be inserted onto the first page of the Restricted Share Unit
      Agreement or Option Agreement:

	 	 	 
			
      “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE
      EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE
      SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON
      EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
      TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR
      OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL
      _______________, 20_____[i.e., four months and one day after the date of
      grant].

	 	 	 
	6.12 	
      Governing Law: This Plan shall be governed by and
      construed in accordance with the laws of the Province of British Columbia
      and the laws of Canada applicable therein, and with respect to U.S.
      Participants, the Code.

	 	 	 
	6.13 	
      Subject to Approval: The Plan is adopted subject
      to the approval of the Exchange and any other required regulatory
      approval. To the extent a provision of the Plan requires regulatory
      approval which is not received, such provision shall be severed from the
      remainder of the Plan until the approval is received and the remainder of
      the Plan shall remain in effect.

	 	 	 
	6.14 	
      Special Terms and Conditions Applicable to U.S.
      Participants: Options issued to U.S. Participants are intended to be
      exempt from Section 409A of the Code pursuant to Treas. Reg. Section
      1.409A-1(b)(5)(i)(A) and the Plan and such Options will be construed and
      administered accordingly. Options may be issued to U.S. Participants under
      the Plan only if the shares with respect to the Options qualify as
      “service recipient stock” as defined in Treas. Reg. Section
      1.409A-1(b)(5)(E)(iii). Restricted Share Units awarded to U.S.
      Participants are intended to be compliant with Section 409A of the Code
      and such Restricted Share Units will be construed and administered
      accordingly. 







- 18 - 

		Any waiver or acceleration of vesting
      under the Plan or any Restricted Share Unit Agreement for a U.S.
      Participant may occur only to the extent that such acceleration or waiver
      will not result in the imposition of taxes under Section 409A of the Code.
      Any payments made under this Plan or any Restricted Share Unit Agreement
      to a U.S. Participant as a result of a termination of employment that are
      deemed to be subject to Section 409A of the Code shall occur only if such
      termination constitutes a “separation from service” as defined in Treas.
      Reg. 1.409A-1(h). Additionally, any payments resulting from a separation
      from service made to a U.S. Participant who is a “specified employee” as
      defined in Treas. Reg. 1.409A-1(i) shall be subject to the six month delay
      in payments required by Treas. Reg. 1.409A-1(3)(v) if such payments are
      deemed to be subject to Section 409A of the Code. Although the Corporation
      intends Options and Restricted Share Units granted to U.S. Participants to
      be exempt from or compliant with Section 409A, the Corporation makes no
      representation or guaranty as to the tax treatment of such Options and
      Restricted Share Units. Each U.S. Participant (and any beneficiary or the
      estate of the Participant, as applicable) is solely responsible and liable
      for the satisfaction of all taxes and penalties that may be imposed on or
      for the account of such U.S. Participant in connection with this Plan.
      Neither the Corporation nor any affiliate, nor any employee or director of
      the Corporation or an affiliate, shall have any obligation to indemnify or
      otherwise hold such U.S. Participant, beneficiary or estate harmless from
      any or all such taxes or penalties. 
	  	  	  
	6.15 	Clawback Provision:
      Notwithstanding any other provision of this Plan, any Restricted Share
      Unit or Option issued, granted, or awarded to any Participant, and any
      Common Shares issued thereunder, and any amount received by any
      Participant with respect to any such Restricted Share Unit, Option, or
      Common Shares, shall be subject to cancellation, rescission, forfeiture,
      recovery, or other action in accordance with the terms of the
      Corporation’s Clawback Policy. The Corporation will have a right to
      cancel, rescind, or otherwise recover from such Participant for the
      benefit of the Corporation, and such Participant will be required to
      forfeit or repay to the Corporation the amount determined by the
      Administrators in accordance with the Clawback Policy. 
	  	  	  
	ADOPTED the • day of •, 2019. 	  






EXHIBIT A 

[Insert if required: WITHOUT PRIOR WRITTEN APPROVAL
OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES
LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES
ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR
OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR
OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL
_______________, 20____ [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT].


RESTRICTED SHARE UNIT AGREEMENT 

Notice is hereby given that, effective this ________day of
________________, __________ (the “Restricted Share Grant Date”) Metalla
Royalty & Streaming Ltd. (the “Corporation”) has granted to
___________________________________________(the
“Participant”),______________Restricted Share Units pursuant to the
Corporation’s Share Compensation Plan (the “Plan”), a copy of which has
been provided to the Participant. 

Restricted Share Units are subject to the following terms: 

	 	(a) 	
      Pursuant to the Plan and as compensation to the
      Participant, the Corporation hereby grants to the Participant, as of the
      Restricted Share Grant Date, the number of Restricted Share Units set
      forth above.

	 	 	 	 
	 	(b) 	
      The granting and vesting of the Restricted Share Units
      and the payment by the Corporation of any payout in respect of any Vested
      Restricted Share Units (as defined below) are subject to the terms and
      conditions of the Plan, all of which are incorporated into and form an
      integral part of this Restricted Share Unit Agreement.

	 	 	 	 
		(c) 	
      The Restricted Share Units shall become vested restricted
      share units (the “Vested Restricted Share Units”) in accordance
      with the following schedule:

	 	 	 	 
	 		(i) 	
      • on the 6 month anniversary of the Restricted Share
      Grant Date;

	 	 	 	 
	 		(ii) 	
      •on the 12 month anniversary of the Restricted Share
      Grant Date;

	 	 	 	 
	 		(iii) 	
      •on the 18 month anniversary of the Restricted Share
      Grant Date; and

	 	 	 	 
	 		(iv) 	
      • on the 24 month anniversary of the Restricted Share
      Grant Date (each a “Vesting Date”).

	 	 	 	 
		(d) 	
      As soon as reasonably practicable and no later than 60
      days following the Vesting Date, or, if the Participant is not a U.S.
      Participant (as defined in the Plan), such later date mutually agreed to
      by the Corporation and the Participant, the Participant shall be entitled
      to receive, and the Corporation shall issue or provide, a payout with
      respect to those Vested Restricted Share Units in the Participant’s
      Account to which the Vesting Date relates (each a “Payout
      Date”):







- 2 - 

	 		(i) 	
      a lump sum payment in cash equal to the number of vested
      Restricted Share Units recorded in the Participant’s Account multiplied by
      the Market Value of a Common Share on the Payout Date;

	 	 	 	 
			(ii) 	
      the number of Common Shares required to be issued to a
      Participant upon the vesting of such Participant’s Restricted Share Units
      in the Participant’s Account, duly issued as fully paid and non-assessable
      shares and such Participant shall be registered on the books of the
      Corporation as the holder of the appropriate number of Common Shares;
      or

	 	 	 	 
	 		(iii) 	
      any combination of the foregoing.

	 	 	 	 
	 			
      subject to any applicable Withholding
  Obligations.

	 	 	 	 
	 	(e) 	
      The Participant acknowledges that:

	 	 	 	 
	 		(i) 	
      he or she has received and reviewed a copy of the Plan;
      and

	 	 	 	 
	 		(ii) 	
      the Restricted Share Units have been granted to the
      Participant under the Plan and are subject to all of the terms and
      conditions of the Plan to the same effect as if all of such terms and
      conditions were set forth in this Restricted Share Unit Agreement,
      including with respect to termination and forfeiture as set out in Section 4.7 of the Plan.



Notwithstanding anything to the contrary in this Restricted
Share Unit Agreement:

	 	(a) 	
      all vesting and issuances or payments, as applicable, in
      respect of a Restricted Share Unit evidenced hereby shall be completed no
      later than December 15 of the third calendar year commencing after the
      Restricted Share Grant Date; and

	 	 	 
	 	(b) 	
      any Restricted Share Unit issued, granted, or awarded to
      the Participant, and any shares issued thereunder, and any amount received
      by the Participant with respect to any such Restricted Share Unit or
      shares, shall be subject to cancellation, rescission, forfeiture,
      recovery, or other action in accordance with the terms of the clawback
      policy of the Corporation as it may be amended, replaced, or restated from
      time to time (the “Clawback Policy”). The Corporation will have a
      right to cancel, rescind, or otherwise recover from the Participant for
      the benefit of the Corporation, and the Participant will forfeit or repay
      to the Corporation the amount determined by the Administrators in
      accordance with the Clawback Policy. The Participant agrees and consents
      to the Corporation’s application, implementation and enforcement of (a)
      the Clawback Policy or any similar policy established by the Corporation
      that may apply to the Participant and (b) any provision of applicable law
      relating to cancellation, rescission, forfeiture, recovery, or other
      action, and expressly agrees that the Corporation may take such actions as
      are necessary to effectuate the Clawback Policy, any similar policy (as
      applicable to the Participant) or applicable law without further consent
      or action being required by the Participant. To the extent that the terms
      of this Restricted Share Unit Agreement and the Clawback Policy or any
      similar policy conflict, then the terms of such policy shall
    prevail.







- 3 - 

	 	The grant of the Restricted Share Units
      evidenced hereby is made subject to the terms and conditions of the Plan.
      The Participant agrees that he/she may suffer tax consequences as a result
      of the grant of these Restricted Share Units and the vesting of the
      Restricted Share Units. The Participant acknowledges that he/she is not
      relying on the Corporation for any tax advice and has had an adequate
      opportunity to obtain advice of independent tax counsel.



In the event of any inconsistency between the terms of this
Restricted Share Unit Agreement and the Plan, the terms of the Plan shall
prevail unless otherwise determined in the Plan. 

METALLA ROYALTY & STREAMING LTD. 

	 	 	 
	Authorized Signatory 	 	Signature of Participant 
	 	 	 
	  	 	Name of Participant 






EXHIBIT B 

[Insert if required: WITHOUT PRIOR WRITTEN APPROVAL
OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES
LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES
ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR
OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR
OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL
_______________, 20____ [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT].


OPTION AGREEMENT 

Notice is hereby given that, effective this ________day of
________________, __________(the “Effective Date”) Metalla Royalty &
Streaming Ltd. (the “Corporation”) has granted to
___________________________________________(the “Participant”), Options
to acquire ______________Common Shares (the “Optioned Shares”) up
to 4:30 p.m. Pacific Time on the __________day of ____________________,
__________(the “Option Expiry Date”) at an exercise price of Cdn$
____________per Optioned Share pursuant to the Corporation’s Share Compensation
Plan (the “Plan”), a copy of which is attached hereto. 

Optioned Shares may be acquired as follows: 

	 	(a) 	
      [insert vesting provisions, if applicable];
    and

	 	 	 
	 	(b) 	
      [insert hold period when
  required].



The grant of the Options evidenced hereby and the Option Expiry
Date thereof, is made subject to the terms and conditions of the Plan. The
Participant agrees that he/she may suffer tax consequences as a result of the
grant of these Options, the exercise of the Options and the disposition of
Optioned Shares. The Participant acknowledges that he/she is not relying on the
Corporation for any tax advice and has had an adequate opportunity to obtain
advice of independent tax counsel. 

Notwithstanding anything to the contrary in this Option
Agreement, any Option granted to the Participant, and any Optioned Shares issued
thereunder, and any amount received by the Participant with respect to any such
Option or Optioned Shares, shall be subject to cancellation, rescission,
forfeiture, recovery, or other action in accordance with the terms of the
clawback policy of the Corporation as it may be amended, replaced, or restated
from time to time (the “Clawback Policy”). The Corporation will have a
right to cancel, rescind, or otherwise recover from such Participant for the
benefit of the Corporation, and such Participant will be required to forfeit or
repay to the Corporation the amount determined by the Administrators in
accordance with the Clawback Policy. The Participant agrees and consents to the
Corporation’s application, implementation and enforcement of (a) the Clawback
Policy or any similar policy established by the Corporation that may apply to
the Participant and (b) any provision of applicable law relating to
cancellation, rescission, forfeiture, recovery, or other action, and expressly
agrees that the Corporation may take such actions as are necessary to effectuate
the Clawback Policy, any similar policy (as applicable to the Participant) or
applicable law without further consent or action being required by the
Participant. To the extent that the terms of this Option Agreement and the
Clawback Policy or any similar policy conflict, then the terms of such policy
shall prevail. 




- 2 - 

In the event of any inconsistency between the terms of this
Option Agreement and the Plan, the terms of the Plan shall prevail. 

METALLA ROYALTY & STREAMING LTD. 

	 	 	 
	Authorized Signatory 	 	Signature of Participant 
	 	 	 
	  	 	Name of Participant 






EXHIBIT C 

NOTICE OF OPTION EXERCISE 

	TO: 	METALLA ROYALTY &
      STREAMING LTD. (the “Corporation”) 	 
	FROM: 		 
	DATE: 		 


The undersigned hereby irrevocably gives notice, pursuant to
the Corporation’s Share Compensation Plan (the “Plan”), of the exercise
of the Options to acquire and hereby subscribes for: 

[check one] 

	[ ] 	
      (a) all of the Optioned Shares; or

	 	 
	[ ] 	
      (b) _______________ of the Optioned
  Shares,



which are the subject of the Option Agreement attached hereto.


Calculation of total Exercise Price: 

	(i) 	number of Optioned Shares to be acquired on
      _______________ Optioned Shares exercise 	
	  	  	  
	(ii) 	multiplied by the Exercise Price per Optioned
      Share: 	$ ______________
	  	  	  
	 	TOTAL EXERCISE PRICE, enclosed herewith (unless this is a
      cashless exercise): 	$ ______________


I hereby: 

	[ ] 	(a) 	unless this is a cashless exercise,
      enclose a cheque payable to “Metalla Royalty & Streaming Ltd.” for the
      aggregate Exercise Price plus the amount of the estimated Withholding
      Obligations and agree that I will reimburse the Corporation for any amount
      by which the actual Withholding Obligations exceed the estimated
      Withholding Obligations; or 
	  	  	  
	[ ] 	(b) 	advise the Corporation that I am
      exercising the above Options on a cashless exercise basis, in compliance
      with the procedures established from time to time by the Administrators
      for cashless exercises of Options under the Plan. I will consult with the
      Corporation to determine what additional documentation, if any, is
      required in connection with my cashless exercise of the above Options. I
      agree to comply with the procedures established by the Corporation for
      cashless exercises and all terms and conditions of the Plan. Please
      prepare the Optioned Shares certificates, if any, issuable in connection
      with this exercise in the following name(s): 
	  	  	  
	  	  		 
	 	 






- 2 - 

_______________________________
Signature of Participant


_______________________________
Name of Participant 

Letter and consideration/direction received on
________________, 20 _____. 

METALLA ROYALTY & STREAMING LTD. 

	By: 		 
	 	[Name] 	 
	 	[Title] 	 






EXHIBIT D 

RESTRICTED SHARE UNIT DEFERRAL AGREEMENT


	TO: 	METALLA ROYALTY & STREAMING LTD. (the
      “Corporation”) 	 
	FROM: 	 
    	 
	DATE: 	 
    	 


I, the undersigned participant, acknowledge that the
Corporation may grant or has granted to me an award of Restricted Share Units
under the Metalla Royalty & Streaming Ltd. Share Compensation Plan (the
“Plan”) that will vest according to the vesting schedule set out in the
Restricted Share Unit Agreement.

I hereby irrevocably elect to defer the payout of vested
Restricted Share Units as set forth below (select and complete either Option 1
or Option 2). By making this election, I understand and agree that my
election may not be changed. 

	[ ] 	
      Option 1: Deferral of Restricted Share Units Awarded
      in Next Calendar Year.



I hereby elect to defer the payout of _____% of any Restricted
Share Units awarded to me under the Plan in the next calendar year until
the date selected below: 


	  	[ ] 	1 year after each vesting date applicable to
      such Restricted Share Units. 	  
	  	[ ] 	2 years after each vesting date applicable to
      such Restricted Share Units. 	  
	  	[ ] 	3 years after each vesting date applicable to
      such Restricted Share Units. 	  
	  	[ ] 	4 years after each vesting date applicable to
      such Restricted Share Units. 	  
	  	[ ] 	5 years after each vesting date applicable to
      such Restricted Share Units. 	  
	  	  	 	  
	[ ] 	Option 2: Deferral of Restricted
      Share Units that Vest 12 Months or More After Date of
      Election.



I was awarded Restricted Share Units pursuant to the Restricted
Share Unit Award Agreement dated ___________(must be no earlier than 29 days
prior to the date of this election). I hereby elect to defer the payout of
_____% of the Restricted Share Units awarded to me under the Plan that vest 12
months or more after the date of this election until the date selected below:


	 	[ ] 	
      1 year after each vesting date applicable to such
      Restricted Share Units.

	 	[ ] 	
      2 years after each vesting date applicable to such
      Restricted Share Units.

	 	[ ] 	
      3 years after each vesting date applicable to such
      Restricted Share Units.

	 	[ ] 	
      4 years after each vesting date applicable to such
      Restricted Share Units.

	 	[ ] 	
      5 years after each vesting date applicable to such
      Restricted Share Units.



In the event of my death, any Restricted Share Units that have
vested but are subject to the deferral election above shall be paid to the
following beneficiary in accordance with the timing of such election: 

	Name: 	 	 






- 2 - 

	Address: 	 	 
	 	 	 
	Relationship: 	 	 


I have read and understand the terms of the Plan and this
Restricted Share Deferral Agreement. By signing this form, I hereby elect to
defer the payout of the Restricted Share Units as set forth above to which I may
become entitled to receive upon vesting of such Restricted Share Units. I
UNDERSTAND THAT THE AMOUNT OF DEFERRAL, AND THE TIMING OF THE PAYMENT ELECTIONS
I MAKE, MAY NOT BE ALTERED. I also acknowledge that the Administrators of
the Plan have complete discretion to administer and interpret the Plan.
Notwithstanding the elections set forth above, I understand that the
Administrators may, in their sole discretion, elect to terminate this deferral
arrangement and accelerate the timing of the payment to me of my deferred
Restricted Share Units to the extent that the Administrators determine it is
permitted or required to do so under Section 409A of the Code. The deferral
arrangement described in this form is intended to comply with Section 409A of
the Code and shall be interpreted accordingly.

METALLA ROYALTY & STREAMING LTD. 

	 	 	 
	Authorized Signatory 	 	Signature of Participant 
	 	 	 
	  	 	Name of Participant