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EXHIBIT 2.3
 MFC BANCORP LTD.
 - and -
 COMPUTERSHARE TRUST COMPANY OF CANADA
 SUPPLEMENTAL INDENTURE
 4.4% Convertible Unsecured Subordinated Bonds
 Dated as of October 27, 2005




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MFC BANCORP LTD.
   COMPUTERSHARE TRUST COMPANY OF CANADA
  WHEREAS
 AND WHEREAS
 AND WHEREAS
 THIS INDENTURE WITNESSES THAT
 ARTICLE 1  INTERPRETATION
 1.1 Definitions.




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- 2 - 1.2 Applicable Law.
  1.3 Schedules.
  
 ARTICLE 2  AMENDMENTS
 2.1 General.
  2.2 Maturity Date.
  2.3 Interest Payment Date.
  2.4 Specimen and Forms.
  2.5 Exchange of Bond Certificates.




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- 3 -   2.6 Full Force and Effect.
  2.7 Further Acts.
  ARTICLE 3  EXECUTION AND FORMAL DATE
 3.1 Counterpart Execution.
  3.2 Formal Date.




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- 4 - IN WITNESS WHEREOF
 MFC BANCORP LTD.Per:
    
    /s/ Michael J. SmithAuthorized SignatoryPer:Authorized SignatoryCOMPUTERSHARE TRUST COMPANY OF CANADAPer:
    
    /s/ SignedAuthorized SignatoryPer:
    
    /s/ SignedAuthorized Signatory




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SCHEDULE A
SPECIMEN BOND CERTIFICATE
 MFC BANCORP LTD.
  THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE
NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT).
 NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES
OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE SECURITIES LAWS.
 
 Issue Date
    
    January 7, 2004Principal Amount
    
    EURO
 MFC BANCORP LTD.




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- 2 -  MFC BANCORP LTD.
 Per:Authorized Signatory
 Computershare Trust Company of Canada
 COMPUTERSHARE TRUST COMPANY OF CANADA
 Per:Authorized Signatory
 Per:Authorized Signatory




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(FORM OF REGISTRATION PANEL)
  Date of Registration
    
    In Whose Name Registered
    
    Signature of Trustee or Registrar




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[FORM OF REVERSE OF BOND]
 4.4% Convertible Unsecured Subordinated Bond
 1.
    
    Interest
 (a)
    
    The Company shall pay simple interest on each Bond in arrears in biannual
installments on the Interest Payment Dates commencing on December 31, 2004 at the rate
of 4.4% per annum computed on the basis of a 365 day year. Subject to the terms and
conditions of the Indenture hereinafter referred to, interest shall accrue from and
including the most recent date to which interest has been paid or made available for
payment or, if no interest has been paid or made available for payment, from and
including January 7, 2004. The interest so payable will, subject to certain exceptions
provided in the Indenture, be paid to the person in whose name this Bond is registered
at the close of business on the tenth day preceding each Interest Payment Date whether
or not such day is a business day. Interest shall cease to accrue on (and excluding)
the earlier of (i) the Maturity Date; or (ii) any Conversion Date, Redemption Date or
other date on which interest shall cease to accrue in accordance with the Indenture.
 (b)
    
    If the principal amount hereof or any portion of the principal amount hereof is
not paid when due (whether upon acceleration pursuant to Section 7.1 of the Indenture,
upon the Redemption Date pursuant to paragraph 6 hereof or upon the Maturity Date) or
if interest is not paid when due upon the Interest Payment Dates provided for in
Section 1(a) hereof, or if Common Shares are not delivered when due upon the conversion
of this Bond then in each such case the Company shall pay interest on the overdue
amount at the rate of 4.4% per annum, which interest (to the extent payment of such
interest shall be legally enforceable) shall accrue from the date such overdue amount
was due to, but excluding, the date payment of such amount, including interest thereon,
has been made or duly provided for.
 2.
    
    Method of PaymentSubject to the terms and conditions of the Indenture and certain exceptions contained
therein, the Company will make payments as set forth in the Indenture. Holders must
surrender Bonds to the Trustee to collect payments in respect of the Bonds, other than
payments of interest only. The Company will pay cash amounts in euros and may make such
cash payments by cheque, electronic transfer of funds or other method acceptable to the
Trustee. Interest will be payable at the office of the Trustee or the Paying Agent, except
that, at the option of the Company, payment of interest may be made by electronic transfer
of funds or by cheque mailed first-class mail to the address of the person entitled thereto
at such address as shall appear in the principal register for the Bonds.3.
    
    RegistrarInitially, Computershare Trust Company of Canada (the Trustee) will act as registrar and
Paying Agent. The Company may appoint and change any Paying Agent upon notice




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- 2 - to the Trustee and the Bond holders. The Company or any Subsidiary or Affiliate of the
Company may act as Paying Agent.
 4.
    
    IndentureThe Company issued the Bonds under an Indenture dated as of January 7, 2004, as amended,
(the Indenture) between the Company and the Trustee. Capitalized terms used herein and
not defined herein have the meanings ascribed thereto in the Indenture. If there is an
inconsistency between the terms of this Bond and the terms set out in the Indenture, the
terms of the Indenture will govern. The Indenture is incorporated by reference in this Bond.5.
    
    SubordinationThe indebtedness evidenced by this Bond is subordinated in right of payment, to the extent
and in the manner provided in the Indenture, to the prior payment in full of all Senior
Indebtedness whether outstanding at the date of the Indenture or thereafter created,
incurred, assumed or guaranteed.6.
    
    Redemption at the Option of the CompanyAt any time on or after December 31, 2005, the Company may, at its option, redeem the Bonds
in whole at any time or in part from time to time at a redemption price equal to 100% of the
principal amount thereof plus accrued and unpaid interest thereon (less any withholding or
other tax required by law to be deducted) to but excluding the Redemption Date (the
Redemption Price).If fewer than all the Bonds are to be redeemed, the Bonds will be redeemed in principal
amounts of  1,000 or integral multiples of  1,000 pro rataor by another method that
complies with the requirements of any exchange on which the Bonds are listed or quoted and
that the Trustee shall deem equitable.7.
    
    Notice of RedemptionNotice of redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each holder of Bonds to be redeemed to the holders registered address.
If cash sufficient to satisfy the Redemption Price of all Bonds (or portions thereof) to be
redeemed on the Redemption Date are deposited with the Trustee prior to or on the Redemption
Date, on and after such Redemption Date, interest shall cease to accrue on such Bonds or
portions thereof.Bonds in denominations larger than  1,000 principal amount may be redeemed in part but
only in integral multiples of 1,000 principal amount.8.
    
    ConversionSubject to and conditional upon the Company obtaining any necessary regulatory approval for
the Conversion Privilege, a holder of a Bond may convert it into Common




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Shares at any time prior to the close of business on the Maturity Date in accordance with
the Indenture, provided that if the Bond is called for redemption, the holder is entitled to
convert it at any time before the close of business on the last business day prior to the
Redemption Date.The Conversion Price shall be (i) 16.53 if the Bonds are converted on or before June 30,
2004, (ii) 17.36 if the Bonds are converted after June 30, 2004 but on or before June 30,
2005, (iii) 18.23 if the Bonds are converted after June 30, 2005 but on or before June 30,
2006, (iv) 19.14 if the Bonds are converted after June 30, 2006 but on or before June 30,
2007, (v) 20.09 if the Bonds are converted after June 30, 2007 but on or before June 30,
2008, (vi) 21.10 if the Bonds are converted after June 30, 2008 but on or before June 30,
2009 and (vii) 22.15 if the Bonds are converted after June 30, 2009. The Conversion Price
is subject to adjustment upon the occurrence of certain events described in the Indenture,
including the events described below.Subject to the Indenture, to convert a Bond, a holder must: (1) complete and manually sign a
conversion notice in the form attached as Schedule C to the Indenture and deliver such
notice to the Trustee, (2) surrender the Bond to the Trustee, (3) furnish appropriate
endorsements and transfer documents if required by the Trustee or the Company, and (4) pay
any transfer or similar tax, if required.A Bond holder may elect to convert a portion of a Bond, plus interest accrued and unpaid
thereon (less any withholding or other tax required by law to be deducted) as calculated in
accordance with Section 2.5 of the Indenture, if the principal amount of such portion is
1,000 or an integral multiple of 1,000. No payment or adjustment will be made for
dividends or other distributions on the Common Shares except as provided in the Indenture.Within five business days of surrender of any Bonds to be converted and subject to the
Company obtaining all approvals as set forth in Section 4.12 of the Indenture, the Company
shall issue or cause to be issued and deliver or cause to be delivered to the holder whose
Bond is so surrendered, or on his or her written order, a certificate or certificates in the
name or names of the person or persons specified in such notice for the number of Common
Shares deliverable upon the conversion of such Bond (or specified portion thereof). Such
conversion shall be deemed to have been effected immediately prior to the close of business
on the date such Bonds were surrendered for conversion and at such time the rights of the
holder of such Bond as such holder shall cease and the person or persons in whose name or
names any certificate or certificates for Common Shares shall be deliverable upon such
conversion shall be deemed to have become on such date the holder or holders of record of
the Common Shares represented thereby; provided, however, that no such surrender on any date
when the share transfer registers for Common Shares of the Company shall be closed shall be
effective until the close of business on the next succeeding day on which such share
transfer registers are open and such conversion shall be at the Conversion Price in effect
at the close of business on such next succeeding day.




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- 4 - If the Company is a party to a consolidation, amalgamation, merger or binding share
exchange, a transfer of distributions or certain other transactions described in the
Indenture, the right to convert a Bond may be changed into a right to convert it into
securities, property or assets (including cash) of the Company or another person.9.
    
    Denominations; Transfer; ExchangeThe Bonds are issued in denominations of 1,000 and integral multiples thereof. A holder may
transfer or exchange Bonds in accordance with the Indenture. The Trustee may require a
holder, among other things, to furnish appropriate endorsements and transfer documents and
to pay any taxes and fees required by law or permitted by the Indenture. The Trustee need
not transfer or exchange any Bonds selected for redemption (except, in the case of a Bond to
be redeemed in part, the portion of the Bond not to be redeemed) for a period of 15 days
before a selection of Bonds to be redeemed or any Bonds that the Company may have acquired
in any manner whatsoever.10.
    
    Persons Deemed OwnersThe registered holder of this Bond may be treated as the owner of this Bond for all
purposes.11.
    
    Unclaimed Money or SecuritiesSubject to applicable law, the Trustee shall return to the Company upon written request any
money or securities held by the Trustee for the payment of any amount with respect to the
Bonds that remains unclaimed for six years after the date upon which payment became due.
After return to the Company, holders entitled to the money or securities must look to the
Company for payment as general creditors unless an applicable abandoned property law
designates another person.12.
    
    Amendments; WaiverSubject to certain exceptions set forth in the Indenture, the Indenture or the Bonds may be
amended by majority resolution of the Bond holders. Without the consent of any Bond holder,
the Company and the Trustee may amend the Indenture or the Bonds: to cure any ambiguity,
defect or inconsistency provided, however that such amendment does not adversely affect the
rights of any holder; to provide for the succession of another person to the Company, or
successive successions, and the assumption by the successor person of the covenants,
agreements and obligations of the Company, in compliance with, or otherwise to comply with,
Article 9 or Section 4.9 of the Indenture; to make any change that does not adversely affect
the rights of any Bond holder; to add to the covenants or obligations of the Company under
the Indenture or to surrender any right, power or option conferred in the Indenture upon the
Company; or to comply with any requirement under the Trust Indenture Legislation.




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- 5 - 13.
    
    Defaults and RemediesUnder the Indenture, events of default include (i) a default in the payment of interest in
cash when due on the Bond and the continuance of such default for 15 business days; (ii)
default in the payment of the principal amount, Redemption Price or any other amounts
payable on any Bond when the same becomes due and payable, whether at maturity of such Bond,
upon redemption or otherwise and such default continues for five business days; (iii)
failure by the Company to comply with any material term, covenant or other agreements in the
Bonds or the Indenture and such failure continues for 30 days after receipt by the Company
of a Notice of Default; (iv) failure to deliver Common Shares in accordance with the terms
of the Indenture when such Common Shares are required to be delivered upon conversion of a
Bond and such failure is not remedied for a period of 10 days; (v) default by the Company
under the terms of any agreement or instrument evidencing or under which the Company has at
the date of the Indenture or thereafter outstanding any indebtedness for borrowed money and
such indebtedness shall be accelerated so that the same shall be or become due and payable
prior to the date on which the same would otherwise become due and payable and the aggregate
amount thereof so accelerated exceeds 10 million and such acceleration is not rescinded or
annulled within five business days after written notice thereof to the Company from the
Trustee or to the Company and the Trustee from the holders of at least 50% in aggregate
principal amount of the Bonds then outstanding in accordance with the Indenture unless that
default has been cured or waived within 30 days; provided however, that, if such default
under such agreement or instrument is remedied or cured by the Company or waived by the
holders of such indebtedness, then the Event of Default under the Indenture by reason
thereof shall be deemed likewise to have been thereupon remedied, cured or waived without
further action upon the part of the Trustee or any of such holders; and (vi) certain events
of bankruptcy or insolvency by the Company. If an Event of Default occurs and is continuing,
the Trustee, or the holders of at least 50% in aggregate principal amount of the Bonds at
the time outstanding, by notice in writing to the Company (and to the Trustee if given by
the holders) may declare all the Bonds to be due and payable immediately. Certain events of
bankruptcy or insolvency are events of default which will result in the Bonds becoming due
and payable immediately upon the occurrence of such events of default.Bond holders may not enforce the Indenture or the Bonds except as provided in the Indenture.
The Trustee may refuse to enforce the Indenture of the Bonds unless it receives reasonable
indemnity and sufficient funds. Subject to certain limitations, holders of a majority in
aggregate principal amount of the Bonds at the time outstanding may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Bond holders notice of any
continuing Event of Default in certain circumstances if it determines that withholding
notice is in the Bond holders interests.14.
    
    Trustee Dealings with the CompanySubject to certain limitations imposed by the Trust Indenture Legislation, a Trustee, in its
individual or any other capacity, may become the owner or pledgee of Bonds and may otherwise
deal with and collect obligations owed to it by the Company or its Affiliates




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- 6 - and may otherwise deal with the Company or its Affiliates with the same rights it would have
if it were not a Trustee.15.
    
    No Recourse Against OthersA director, officer, employee or shareholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Bonds or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Bond, each Bond holder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Bonds.16.
    
    AuthenticationThis Bond shall not be valid until an authorized signatory of the Trustee manually signs the
Trustees certificate of authentication on the other side of this Bond.17.
    
    Governing LawTHIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE
OF BRITISH COLUMBIA, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE PROVINCE OF
BRITISH COLUMBIA.




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FORM OF ASSIGNMENT
 FOR VALUE RECEIVED, THE UNDERSIGNED SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO:
 NAME OF TRANSFEREE:
 OF:
 ADDRESS OF TRANSFEREE:
 THE FOLLOWING SECURITIES OF MFC BANCORP LTD. (THE ISSUER):
 Description of Security(Includes Class of Shares andPar Value, if any, rate andmaturity of Bonds,
    
    CertificateNmber of Shares or Principal
    
    Debentures or Other
    
    orAmount of Other Securities
    
    Securities)
    
    Serial Number4.4% Convertible UnsecuredSubordinated Bondsmaturing December 31, 2019
 HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS:
 
 (This Space Should Be Left Blank)
 
 ATTORNEY OF THE UNDERSIGNED TO TRANSFER THE AFOREMENTIONED SECURITIES ON THE BOOKS OF THE
ISSUER WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
 DATED
AT

THIS

DAY OF
, MONTH YEAR
 *SPACE FOR GUARANTEES
OF SIGNATURES:PERSON(S) EXECUTING THE POWER SIGN HERE
 READ CAREFULLY
 
 *THE NAME OF THE REGISTERED HOLDER AND SIGNATORY TO THIS FORM MUST CORRESPOND WITH THE NAME AS
WRITTEN ON THE BOOKS OF THE ISSUER WITHOUT ANY CHANGE. THE SIGNATURE (S) OF THE REGISTERED HOLDER
AND SIGNATORY EXECUTING THIS ASSIGNMENT MUST BE GUARANTEED BY A CANADIAN CHARTERED BANK, OR A
GUARANTEE UNDER THE NORTH AMERICAN STAMP, SEMP OR MSP MEDALLION PROGRAMS.




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SCHEDULE B
FORM OF REDEMPTION NOTICE
 MFC BANCORP LTD.
 4.4% CONVERTIBLE UNSECURED SUBORDINATED BONDS
 REDEMPTION NOTICE
 To:
    
    Holders of 4.4% Convertible Unsecured Subordinated Bonds (the
Bonds) of MFC Bancorp Ltd. (the Company)Note:
    
    All capitalized terms used herein have the meaning ascribed thereto
in the Indenture mentioned below, unless otherwise indicated and all
references to  shall be to lawful money of the European Union,
unless otherwise indicated.
 Indenture Trustee   Redemption Date    Redemption
Price Total Redemption Price
  Computershare Trust Company of Canada




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DATED:
 MFC BANCORP LTD.
 Per:Authorized Signatory




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SCHEDULE C
FORM OF NOTICE OF CONVERSION
 CONVERSION NOTICE
 To:
    
    MFC BANCORP LTD.c/o Computershare Trust Company of Canada510 Burrard StreetVancouver, British Columbia, Canada V6C 3B9Note:
    
    All capitalized terms used herein have the meaning ascribed thereto
in the Indenture mentioned below, unless otherwise indicated and all
references to  shall be to lawful money of the European Union,
unless otherwise indicated.
 
   
 NOTE:
    
    IF COMMON SHARES ARE TO BE ISSUED IN THE NAME OF A PERSON OTHER THAN
THE HOLDER, THE SIGNATURE OF THE REGISTERED HOLDER AND SIGNATORY
EXECUTING THIS NOTICE MUST BE GUARANTEED BY A CANADIAN CHARTERED
BANK, OR A GUARANTEE UNDER THE NORTH AMERICAN STAMP, SEMP OR MSP
MEDALLION PROGRAMS.
  Name:
 (Address)
 (Address)
 Name of guarantor:
 Authorized signature: