exv4w13



 






GOLDCORP INC.




- and -




CIBC MELLON TRUST COMPANY




COMMON SHARE PURCHASE WARRANT INDENTURE







Providing for the Issue of





64,136,974 Series “B” Common Share Purchase Warrants




April 15, 2005




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1 INTERPRETATION
	 	 	3	 
	1.1 Definitions
	 	 	3	 
	1.2 Words Importing the Singular
	 	 	7	 
	1.3 Interpretation not Affected by Headings
	 	 	7	 
	1.4 Day not a Business Day
	 	 	7	 
	1.5 Time of the Essence
	 	 	7	 
	1.6 Governing Law
	 	 	7	 
	1.7 Meaning of “outstanding” for Certain Purposes
	 	 	7	 
	1.8 Currency
	 	 	7	 
	1.9 Termination
	 	 	8	 
	ARTICLE 2 ISSUE OF WARRANTS
	 	 	8	 
	2.1 Issue of Warrants
	 	 	8	 
	2.2 Form and Terms of Warrants
	 	 	8	 
	2.3 Signing of Warrant Certificates
	 	 	9	 
	2.4 Certification by the Warrant Agent
	 	 	9	 
	2.5 Warrantholder not a Shareholder, etc.
	 	 	9	 
	2.6 Issue in Substitution for Lost Warrant Certificates
	 	 	9	 
	2.7 Warrants to Rank Pari Passu
	 	 	10	 
	2.8 Registration and Transfer of Warrants
	 	 	10	 
	2.9 Registers Open for Inspection
	 	 	11	 
	2.10 Exchange of Warrants
	 	 	12	 
	2.11 Ownership of Warrants
	 	 	12	 
	2.12 Adjustment of Exchange Basis
	 	 	12	 
	2.13 Rules Regarding Calculation of Adjustment of Exchange Basis
	 	 	16	 
	2.14 Postponement of Subscription
	 	 	18	 
	2.15 Notice of Adjustment
	 	 	19	 
	2.16 No Action after Notice
	 	 	19	 
	2.17 Purchase of Warrants for Cancellation
	 	 	19	 
	2.18 Optional Purchases by the Company
	 	 	20	 
	2.19 Protection of Warrant Agent
	 	 	20	 
	2.20 Legended Warrant Certificates
	 	 	20	 
	ARTICLE 3 EXERCISE OF WARRANTS
	 	 	22	 
	3.1 Method of Exercise of Warrants
	 	 	22	 
	3.2 No Fractional Shares
	 	 	23	 
	3.3 Effect of Exercise of Warrants
	 	 	24	 
	3.4 Cancellation of Warrant Certificates
	 	 	24	 
	3.5 Subscription for less than Entitlement
	 	 	24	 
	3.6 Expiration of Warrant
	 	 	25	 
	ARTICLE 4 COVENANTS FOR WARRANTHOLDERS’ BENEFIT
	 	 	25	 
	4.1 General Covenants of the Company
	 	 	25	 
	4.2 Securities Qualification Requirements
	 	 	26	 
	4.3 Warrant Agent’s Remuneration and Expenses
	 	 	26	 
	4.4 Performance of Covenants by Warrant Agent
	 	 	26	 
	ARTICLE 5 ENFORCEMENT
	 	 	27	 
	5.1 Suits by Warrantholders
	 	 	27	 
	5.2 Limitation of Liability
	 	 	27	 






 









 





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	ARTICLE 6 MEETINGS OF WARRANTHOLDERS
	 	 	28	 
	6.1 Right to Convene Meetings
	 	 	28	 
	6.2 Notice
	 	 	28	 
	6.3 Chairman
	 	 	28	 
	6.4 Quorum
	 	 	28	 
	6.5 Power to Adjourn
	 	 	29	 
	6.6 Show of Hands
	 	 	29	 
	6.7 Poll and Voting
	 	 	29	 
	6.8 Regulations
	 	 	30	 
	6.9 Company, Warrant Agent and Counsel may be Represented
	 	 	30	 
	6.10 Powers Exercisable by Extraordinary Resolution
	 	 	30	 
	6.11 Meaning of “Extraordinary Resolution”
	 	 	31	 
	6.12 Powers Cumulative
	 	 	32	 
	6.13 Minutes
	 	 	32	 
	6.14 Instruments in Writing
	 	 	32	 
	6.15 Binding Effect of Resolutions
	 	 	33	 
	6.16 Holdings by the Company or Subsidiaries of the Company Disregarded
	 	 	33	 
	ARTICLE 7 SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES
	 	 	34	 
	7.1 Provision for Supplemental Indentures for Certain Purposes
	 	 	34	 
	7.2 Successor Companies
	 	 	35	 
	ARTICLE 8 CONCERNING THE WARRANT AGENT
	 	 	35	 
	8.1 Trust Indenture Legislation
	 	 	35	 
	8.2 Rights and Duties of Warrant Agent
	 	 	35	 
	8.3 Evidence, Experts and Advisers
	 	 	36	 
	8.4 Securities, Documents and Monies Held by Warrant Agent
	 	 	38	 
	8.5 Actions by Warrant Agent to Protect Interests
	 	 	38	 
	8.6 Warrant Agent not Required to Give Security
	 	 	38	 
	8.7 Protection of Warrant Agent
	 	 	38	 
	8.8 Replacement of Warrant Agent
	 	 	39	 
	8.9 Conflict of Interest
	 	 	40	 
	8.10 Acceptance of Trusts
	 	 	40	 
	8.11 Warrant Agent not to be Appointed Receiver
	 	 	41	 
	8.12 Authorization to Carry on Business
	 	 	41	 
	ARTICLE 9 GENERAL
	 	 	41	 
	9.1 Notice to the Company and the Warrant Agent
	 	 	41	 
	9.2 Notice to the Warrantholders
	 	 	43	 
	9.3 Discretion of Directors
	 	 	43	 
	9.4 Satisfaction and Discharge of Indenture
	 	 	43	 
	9.5 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders
	 	 	44	 
	9.6 Counterparts and Formal Date
	 	 	45	 
	 
	 	 	 	 
	SCHEDULE “A” — FORM OF WARRANT CERTIFICATE
	 	 	A-1	 






 









 






	 	 	 	 	 
	SCHEDULE “B” — FORM OF DECLARATION FOR REMOVAL OF LEGEND
	 	 	B-1	 






 









 





     THIS WARRANT INDENTURE dated as of April 15, 2005,



B E T W E E N:





	   	GOLDCORP INC.,

a corporation incorporated under the laws of
the Province of Ontario,
	 
	   	(hereinafter called the “Company”),





A N D





	   	CIBC MELLON TRUST COMPANY,

a trust company incorporated under the laws
of Canada,
	 
	   	(hereinafter called the “Warrant Agent”).





RECITALS




WHEREAS:





	 	A.  	Wheaton River Minerals Ltd. (“Wheaton”) and the Warrant Agent executed a common share
purchase warrant indenture dated August 25, 2003, providing for the issuance of 23,809,524
Series “B” Common Share Purchase Warrants (the “Wheaton Warrants”), a supplemental
indenture dated October 14, 2003 providing for the issuance of an additional 19,050,000
Wheaton Warrants and a supplemental indenture dated January 8, 2004 providing for the
issuance of an additional 21,516,000 Wheaton Warrants;
	 
	 	B.  	The Company together with Goldcorp Acquisition ULC (“Goldcorp ULC”), a wholly-owned
subsidiary of the Company, acquired approximately 82% of the common shares of Wheaton
pursuant to a formal take-over bid made by the Company and Goldcorp ULC on December 29,
2004 which expired on February 28, 2004 (the “Goldcorp Offer”);
	 
	 	C.  	On March 14, 2005, Wheaton, the Company and Goldcorp ULC entered into an arrangement
agreement providing for the acquisition by the Company of all common shares of Wheaton not
acquired under the Goldcorp Offer by way of a plan of arrangement (the “Plan of
Arrangement”) pursuant to section 182 of the Business Corporations Act (the “OBCA”)
involving Wheaton, Wheaton shareholders, the Company and Goldcorp Acquisition (Wheaton)
Ltd. (“Goldcorp Subco”), a wholly-owned subsidiary of Goldcorp;




 









 











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	 	D.  	The Plan of Arrangement provides that all of the issued and outstanding Wheaton
Warrants will be cancelled and the Company will issue to each holder thereof one common
share purchase warrant of the Company exercisable for 0.25 of a common share of the Company
for each of such holder’s Wheaton Warrants so cancelled at a price of $3.10 per 0.25 of a
share at any time prior to 5:00 p.m. (Toronto time) on August 25, 2008, all upon the terms
and conditions herein set forth (the “Series B Warrants” or the “Warrants”);
	 
	 	E.  	Goldcorp ULC transferred all of its assets and liabilities, including any acquired
Wheaton common shares, to the Company on March 21, 2005 and
Goldcorp ULC was dissolved effective as of April 12, 2005;
	 
	 	F.  	Effective the date hereof, the Plan of Arrangement was completed and Goldcorp Subco and
Wheaton were amalgamated under the provisions of subsection 177(1) of the OBCA (the
resulting entity hereinafter referred to as “Amalgamated Wheaton”);
	 
	 	G.  	On the date hereof, Amalgamated Wheaton transferred all of its assets and liabilities
to the Company and the dissolution of Amalgamated Wheaton was commenced under the
provisions of the OBCA;
	 
	 	H.  	The Company is duly authorized to create and issue the Warrants to be issued under the
Plan of Arrangement as herein provided;
	 
	 	I.  	All things necessary have been done and performed to make the Warrants, when certified
by the Warrant Agent and issued as provided in this indenture, legal, valid and binding
upon the Company with the benefits of and subject to the terms of this indenture;
	 
	 	J.  	The foregoing recitals are made as statements of fact by the Company and not by the
Warrant Agent;
	 
	 	K.  	The Warrant Agent has agreed to enter into this indenture and to hold all rights,
interests and benefits contained herein for and on behalf of those persons who become
holders of Warrants issued pursuant to this indenture from time to time on the terms and
conditions set forth herein;









          NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given
and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and
declared as follows:



 









 





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ARTICLE 1




INTERPRETATION





	1.1  	Definitions





          In this indenture, unless there is something in the subject matter or context inconsistent
therewith:




	   	“Applicable Legislation” means the provisions of the statutes of Canada and its provinces
and the regulations under those statutes relating to trust indentures and/or the rights,
duties or obligations of corporations and trustees under trust indentures as are from time
to time in force and applicable to this indenture;
	 
	   	“Business Day” means a day that is not a Saturday, Sunday, a day on which banks are closed
in the City of Toronto, Ontario or civic or statutory holiday in the City of Toronto,
Ontario;
	 
	   	“Capital Reorganization” has the meaning ascribed thereto in subsection 2.12(4);
	 
	   	“Common Shares” means fully paid and non-assessable common shares without nominal or par
value in the capital of the Company;
	 
	   	“Common Share Reorganization” has the meaning ascribed thereto in subsection 2.12(1);
	 
	   	“Company” means Goldcorp Inc., a corporation incorporated under the laws of the Province of
Ontario, and its lawful successors from time to time;
	 
	   	“Company’s Auditors” means the chartered accountant or firm of chartered accountants duly
appointed as auditor or auditors of the Company from time to time;
	 
	   	“counsel” means a barrister, solicitor or attorney (who may be an employee of the Company)
or a firm of barristers and solicitors or attorneys (who may be counsel for the Company), in
both cases acceptable to the Warrant Agent;
	 
	   	“Current Market Price” at any date, means the weighted average price per share at which the
Common Shares have traded:






	 	(i)  	on the TSX;
	 
	 	(ii)  	if the Common Shares are not listed on the TSX, on any stock exchange upon
which the Common Shares are listed as may be selected for this purpose by the
directors, acting reasonably; or




 









 











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	 	(iii)  	if the Common Shares are not listed on any stock exchange, on any
over-the-counter market;






	   	during the 20 consecutive trading days (on each of which at least 500 Common Shares are
traded in board lots) ending the 2nd trading day before such date and the weighted average
price shall be determined by dividing the aggregate sale price of all Common Shares sold in
board lots on the exchange or market, as the case may be, during the 20 consecutive trading
days by the number of Common Shares sold or, if not traded on any recognized market or
exchange, as determined by the directors of the Company acting reasonably;
	 
	   	“director” means a member of the board of directors of the Company for the time being, and
unless otherwise specified herein, reference to “action by the board of directors” means
action by the board of directors of the Company as a board or, whenever duly empowered,
action by a committee of the board;
	 
	   	“Dividends Paid in Ordinary Course” means cash dividends declared payable on the Common
Shares in any fiscal year of the Company to the extent that such cash dividends do not
exceed, 5% of the Exercise Price and for such purpose the amount of any dividend paid in
shares shall be the aggregate stated capital of such shares and the amount of any dividend
paid in other than cash or shares shall be the fair market value of such dividend as
determined by resolution passed by the board of directors of the Company, subject, if
applicable, to the prior consent of any stock exchange or any other over-the-counter market
on which the Common Shares are traded and for such purpose the amount of any dividends paid
in other than cash or shares shall be the fair market value of such dividend as determined
by the directors;
	 
	   	“Exchange Basis” means, as at any time, the number of Common Shares or other classes of
shares or securities which a Warrantholder is entitled to receive upon the exercise of the
rights attached to the Warrants pursuant to the provisions of this indenture and which, as
at the date hereof, is equal to 0.25 of a Common Share per Warrant;
	 
	   	“Exercise Date” with respect to any Warrant means the date on which such Warrant is
surrendered for exercise in accordance with the provisions of Article 3;
	 
	   	“Exercise Price” means $3.10 for each 0.25 of a Common Share, subject to adjustment in
accordance with the provisions of this indenture;
	 
	   	“extraordinary resolution” has the meaning ascribed thereto in sections 6.11 and 6.14;
	 
	   	"NYSE” means the New York Stock Exchange;
	 
	   	“person” means an individual, a corporation, a partnership, a syndicate, a trustee or any
unincorporated organization and words importing persons are intended to have a similarly
extended meaning;





 









 





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	   	“Regulation S” means Regulation S under the Securities Act;
	 
	   	“Rights Offering” has the meaning ascribed thereto in subsection 2.12(2);
	 
	   	“Rights Offering Price” has the meaning ascribed thereto in subsection 2.13(2);
	 
	   	“Rights Period” has the meaning ascribed thereto in subsection 2.12(2);
	 
	   	“Securities Act” means the Securities Act of 1933, as amended, of the United States;
	 
	   	"Securities Laws” means, as applicable, the securities laws, regulations, rules, rulings and
orders in each of the each of the provinces of British Columbia, Alberta, Saskatchewan,
Manitoba, Ontario, Québec, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland
and Labrador, provided that a holder of Warrant is located in such province, and the United
States and each of the states of the United States, the applicable policy statements issued
by the securities regulators in each of the provinces and territories of Canada and the
United States and each of the states of the United States, and the rules of the TSX and the
NYSE;
	 
	   	“Series B Warrants” means the Series B common share purchase warrants issued hereunder
entitling the holders thereof to purchase Common Shares on the basis of 0.25 of a Common
Share for each whole Share Purchase Warrant upon payment of the Exercise Price; provided
that in each case the number and/or class of shares or securities receivable on the exercise
of the Series B Warrants may be subject to increase or decrease or change in accordance with
the terms and provisions hereof;
	 
	   	“Special Distribution” has the meaning ascribed thereto in subsection 2.12(3);
	 
	   	“shareholder” means an owner of record of one or more Common Shares or shares of any other
class or series in the capital of the Company;
	 
	   	“Subject Securities” means the Common Shares issuable upon exercise of the Warrants and the
Common Shares or other securities or property issuable upon the exercise of the Warrants as
a result of any adjustment to the subscription rights pursuant to Article 2 hereof;
	 
	   	“subsidiary of the Company” or “Subsidiary” means a corporation, a majority of the
outstanding voting shares of which is owned, directly or indirectly, by the Company or by
one or more subsidiaries of the Company and, as used in this definition, “voting shares”
means shares of a class or classes ordinarily entitled to vote for the election of the
majority of the directors of a corporation irrespective of whether or not shares of any
other class or classes shall have or might have the right to vote for directors by reason of
the happening of any contingency;





 









 





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	   	“this Warrant Indenture”, “this indenture”, “herein”, “hereby”, and similar expressions mean
and refer to this Warrant Indenture and any indenture, deed or instrument supplemental or
ancillary hereto; and the expressions “Article”, “section” or “subsection” followed by a
number or letter mean and refer to the specified Article, section or subsection of this
indenture;
	 
	   	“Time of Expiry” means, in respect of the Warrants, 5:00 p.m. (Toronto time) on August 25,
2008;
	 
	   	“trading day” means a day on which the TSX (or such other exchange on which the Common
Shares are listed and which forms the primary trading market for such shares) is open for
trading, and if the Common Shares are not listed on a stock exchange, a day on which an
over-the-counter market where such shares are traded is open for business;
	 
	   	“Transfer Agent” means the transfer agent or agents for the time being of the Common Shares;
	 
	   	"TSX” means the Toronto Stock Exchange;
	 
	   	“U.S. Person” means a U.S. person as that term is defined in Regulation S;
	 
	   	“United States” means the United States as that term is defined in Regulation S;
	 
	   	“Warrant Agent” means CIBC Mellon Trust Company, a trust company incorporated under the laws
of Canada, or any lawful successor thereto including through operation of section 8.8;
	 
	   	“Warrant Certificates” means the certificates representing the Warrants substantially in the
form attached as Schedule “A” hereto or such other form as may be approved under section
2.6, evidencing Warrants;
	 
	   	“Warrantholders” or “holders” means the persons whose names are entered for the time being
in the register maintained pursuant to section 2.8;
	 
	   	“Warrantholders’ Request” means an instrument, signed in one or more counterparts by
Warrantholders entitled to acquire, in the aggregate, at least 25% of the aggregate number
of all Warrants then outstanding, which requests the Warrant Agent to take some action or
proceeding specified therein;
	 
	   	“Warrants” means the Series B Warrants; and
	 
	   	“written order of the Company”, “written request of the Company”, “written consent of the
Company”, “certificate of the Company” and any other document required to be signed by the
Company, means, respectively, a written order, request, consent, certificate or other
document signed in the name of the Company by any officer and director of the Company, and
may consist of one or more instruments so executed.





 









 





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	1.2  	Words Importing the Singular





          Unless elsewhere otherwise expressly provided or unless the context otherwise requires, words
importing the singular include the plural and vice versa and words importing the masculine gender
include the feminine and neuter genders.




	1.3  	Interpretation not Affected by Headings





          The division of this indenture into Articles, sections, subsections and paragraphs, the
provision of a table of contents and the insertion of headings are for convenience of reference
only and shall not affect the construction or interpretation of this indenture.




	1.4  	Day not a Business Day





          In the event that any day on or before which any action is required or permitted to be taken
hereunder is not a Business Day, then such action shall be required or permitted to be taken on or
before the requisite time on the next succeeding day that is a Business Day.




	1.5  	Time of the Essence





          Time shall be of the essence in all respects in this indenture, the Warrants and the Warrant
Certificates.




	1.6  	Governing Law





          This indenture, the Warrants and the Warrant Certificates shall be construed and enforced in
accordance with the laws of the Province of Ontario and the federal laws of Canada applicable
therein and shall be treated in all respects as Ontario contracts.




	1.7  	Meaning of “outstanding” for Certain Purposes





          Every Warrant represented by a Warrant Certificate certified and delivered by the Warrant
Agent hereunder shall be deemed to be outstanding until it shall be cancelled or delivered to the
Warrant Agent for cancellation or until the Time of Expiry; provided that where a new Warrant
Certificate has been issued pursuant to section 2.6 hereof to replace one which is lost, mutilated,
stolen or destroyed, the Warrants represented by only one of such Warrant Certificates shall be
counted for the purpose of determining the aggregate number of Warrants outstanding.




	1.8  	Currency





          Unless otherwise stated, all dollar amounts referred to in this indenture are in Canadian
dollars.



 









 





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	1.9  	Termination





          This indenture shall continue in full force and effect until the earlier of: (a) the Time of
Expiry; and (b) the date that no Warrants are outstanding hereunder; provided that this indenture
shall continue in effect thereafter, if applicable, until the Company and the Warrant Agent have
fulfilled all of their respective obligations under this indenture.



ARTICLE 2




ISSUE OF WARRANTS





	2.1  	Issue of Warrants





          A total of 64,136,974 Series B Warrants entitling the registered holders thereof to acquire an
aggregate of 16,034,243 Common Shares are hereby created and authorized to be issued hereunder at
the Exercise Price upon the terms and conditions herein set forth and shall be executed by the
Company and certified by or on behalf of the Warrant Agent upon the written order of the Company
and delivered by the Company in accordance with sections 2.3 and 2.4.




	2.2  	Form and Terms of Warrants





     (1) The Warrant Certificates for the Warrants shall be substantially in the form attached as
Schedule “A” hereto, subject to the provisions of this indenture, with such additions, variations
and changes as may be required or permitted by the terms of this Indenture, and which may from time
to time be agreed upon by the Warrant Agent and the Company, and shall have such legends,
distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent,
prescribe. Except as hereinafter provided in this Article 2, all Series B Warrants shall, save as
to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed,
lithographed, photocopied or be partially in one form or another, as the Company may determine. No
change in the form of the Warrant Certificate shall be required by reason of any adjustment made
pursuant to this Article 2 in the number and/or class of securities or type of securities which may
be acquired pursuant to the Warrants.



     (2) Each Warrant authorized to be issued hereunder shall entitle the registered holder thereof
to acquire (subject to sections 2.12 and 2.13) upon due exercise and upon the due execution of the
subscription form endorsed on the reverse side of the Warrant Certificate or other instrument of
subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe
and upon payment of the Exercise Price, 0.25 of a Common Share or such other kind and amount of
shares or securities or property, calculated pursuant to the provisions of sections 2.12 and 2.13,
as the case may be, at any time after the date of issuance of such Warrants and prior to the Time
of Expiry, in accordance with the provisions of this indenture.



 









 





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     (3) Fractional Warrants shall not be issued or otherwise provided for.




	2.3  	Signing of Warrant Certificates





          The Warrant Certificates shall be signed by any one of the directors or officers of the
Company and may, but need not be under the corporate seal of the Company or a reproduction thereof.
The signature of any such director or officer may be mechanically reproduced in facsimile and
Warrant Certificates bearing such facsimile signatures shall be binding upon the Company as if they
had been manually signed by such director or officer. Notwithstanding that the person whose manual
or facsimile signature appears on any Warrant Certificate as a director or officer may no longer
hold office at the date of issue of the Warrant Certificate or at the date of certification or
delivery thereof, any Warrant Certificate signed as aforesaid shall, subject to section 2.4 be
valid and binding upon the Company and the registered holder thereof will be entitled to the
benefits of this indenture.




	2.4  	Certification by the Warrant Agent





     (1) No Warrant Certificate shall be issued or, if issued, shall be valid for any purpose or
entitle the registered holder to the benefits hereof or thereof until it has been certified by
manual signature by or on behalf of the Warrant Agent and such certification by the Warrant Agent
upon any Warrant Certificate shall be conclusive evidence as against the Company that the Warrant
Certificate so certified has been duly issued hereunder and the holder is entitled to the benefits
hereof.



     (2) The certification of the Warrant Agent on the Warrant Certificates issued hereunder shall
not be construed as a representation or warranty by the Warrant Agent as to the validity of this
indenture or the Warrants (except the due certification thereof) and the Warrant Agent shall in no
respect be liable or answerable for the use made of the Warrants or any of them or of the
consideration therefor except as otherwise specified herein.




	2.5  	Warrantholder not a Shareholder, etc.





          Nothing in this indenture or the holding of a Warrant evidenced by a Warrant Certificate shall
be construed as conferring upon a Warrantholder any right or interest whatsoever as a shareholder,
including but not limited to the right to vote at, to receive notice of, or to attend meetings of
shareholders or any other proceedings of the Company, nor entitle the holder to any right or
interest in respect thereof except as herein and in the Warrants expressly provided.




	2.6  	Issue in Substitution for Lost Warrant Certificates





     (1) In the event that any Warrant Certificates issued and certified under this indenture shall
become mutilated or be lost, destroyed or stolen, the Company, subject to applicable law, and
subsection 2.6(2), shall issue and thereupon the Warrant Agent shall certify and deliver a new
Warrant Certificate of like denomination, date and tenor as the one mutilated, lost, destroyed or
stolen in exchange for, in place of and upon



 









 





- 10 -




cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such
lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in
a form approved by the Warrant Agent and Warrants evidenced by it will entitle the holder thereof
to the benefits hereof and shall rank equally in accordance with its terms with all other Warrant
Certificates issued or to be issued hereunder.




     (2) The applicant for the issue of a new Warrant Certificate pursuant to this section 2.6
shall bear the cost of the issue thereof and in the case of mutilation shall as a condition
precedent to the issue thereof, deliver to the Warrant Agent the mutilated Warrant Certificate, and
in the case of loss, destruction or theft shall, as a condition precedent to the issue thereof,
furnish to the Company and to the Warrant Agent such evidence of ownership and of the loss,
destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be
satisfactory to the Company and to the Warrant Agent in their sole discretion, and such applicant
shall be required to furnish an indemnity or security in amount and form satisfactory to the
Company and the Warrant Agent in their sole discretion and shall pay the reasonable charges of the
Company and the Warrant Agent in connection therewith.




	2.7  	Warrants to Rank Pari Passu





          Except as specifically provided in subsections 2.2(3) and 2.12(6) hereof, all Warrants shall
rank pari passu, whatever may be the actual date of issue or the class of same.




	2.8  	Registration and Transfer of Warrants





     (1) The Company will cause to be kept by the Warrant Agent at the principal stock transfer
offices of the Warrant Agent in the cities of Toronto, Ontario and Vancouver, British Columbia:




	 	(a)  	a register of holders in which shall be entered in alphabetical
order the names and addresses of the holders of Warrants and particulars of the
Warrants held by them and the Warrant Agent shall be entitled to rely on such
register in connection with the exchange, transfer, exercise or deemed exercise
of any Warrant or Warrants pursuant to the terms of this indenture or the terms
thereof; and
	 
	 	(b)  	a register of transfers in which all transfers of Warrants and
the date and other particulars of each such transfer shall be entered.





     (2) No transfer of any Warrant will be valid unless entered on the register of transfers
referred to in subsection 2.8(1) hereof, upon surrender to the Warrant Agent of the Warrant
Certificate evidencing such Warrant, and a duly completed and executed Transfer of Warrants form
attached to the Warrant Certificate executed by the registered holder or his executors,
administrators or other legal representatives or his or their attorney duly appointed by an
instrument in writing in form and execution



 









 





- 11 -




satisfactory to the Warrant Agent, and, upon compliance with such requirements and such other
reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the
register of transfers by the Warrant Agent.




     (3) The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant
Certificate evidencing such Warrant as required by subsection 2.8(2) hereof and upon compliance
with all other conditions in respect thereof required by this indenture or by law, be entitled to
be entered on the register of holders referred to in subsection 2.8(1) hereof, as the owner of such
Warrant free from all equities or rights of set-off or counterclaim between the Company and the
transferor or any previous holder of such Warrant, except in respect of equities of which the
Company is required to take notice by statute or by order of a court of competent jurisdiction.



     (4) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any
transfer, or enter the name of any transferee, of any Warrant on the registers referred to in
subsection 2.8(1) hereof, if such transfer would constitute a violation of the securities laws of
any jurisdiction or the rules, regulations or policies of any regulatory authority having
jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable securities
legislation unless otherwise notified in writing by the Company. No duty shall rest with the
Warrant Agent to determine compliance of the transferee or transferor of any Warrant with
applicable securities legislation.



     (5) Any Warrant Certificate issued to a transferee in transfers contemplated by this section
2.8 shall bear the appropriate legend as set forth in subsection 2.20(b).



     (6) If a Warrant Certificate tendered for transfer bears the legend set forth in section 2.20,
the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant
Agent with the Warrant Certificate and: (A) an effective registration statement under the
Securities Act and applicable United States state securities laws covering any such transaction has
been filed, or (B) the Company has received an acceptable legal opinion stating that such
transaction is exempt from registration, or (C) the Company otherwise satisfies itself that such
transaction is exempt from registration.



     (7) If a Warrant Certificate tendered for transfer does not bear the legend set forth in
section 2.20 and such transfer is not otherwise exempt, the Warrant Agent shall not register such
transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and a
duly executed and completed Transfer of Warrants form attached to the Warrant Certificate, and the
offer of the securities being transferred was made to a person not in the United States and that is
not a U.S. Person.




	2.9  	Registers Open for Inspection





          The registers referred to in subsection 2.8(1) shall be open at all reasonable times during
business hours on a Business Day for inspection by the Company, the Warrant Agent or any
Warrantholder. The Warrant Agent shall, from time to time when requested to do so in writing by
the Company, furnish the Company with a



 









 





- 12 -




list of the names and addresses of holders of Warrants entered in the register of holders kept
by the Warrant Agent and showing the number of Subject Securities which might then be acquired upon
the exercise of the Warrants held by each such holder.





	2.10  	Exchange of Warrants





     (1) Warrant Certificates may, upon compliance with the reasonable requirements of the Warrant
Agent, be exchanged for Warrant Certificates in any other authorized denomination representing in
the aggregate an equal number of Warrants as the number of Warrants represented by the Warrant
Certificates being exchanged. The Company shall sign and the Warrant Agent shall certify, in
accordance with sections 2.3 and 2.4, all Warrant Certificates necessary to carry out the exchanges
contemplated herein.



     (2) Warrant Certificates may be exchanged only at the principal stock transfer offices of the
Warrant Agent in the cities of Toronto, Ontario or Vancouver, British Columbia or at any other
place that is designated by the Company with the approval of the Warrant Agent. Any Warrant
Certificates tendered for exchange shall be surrendered to the Warrant Agent and cancelled.



     (3) Except as otherwise herein provided, the Warrant Agent may charge Warrantholders
requesting an exchange a reasonable sum for each Warrant Certificate issued; and payment of such
charges and reimbursement of the Warrant Agent or the Company for any and all taxes or governmental
or other charges required to be paid shall be made by the party requesting such exchange as a
condition precedent to such exchange.




	2.11  	Ownership of Warrants





          The Company and the Warrant Agent and their respective agents may deem and treat the holder of
any Warrant Certificate as the absolute owner of that Warrant represented thereby for all purposes
and the Company and the Warrant Agent and their respective agents shall not be affected by any
notice or knowledge to the contrary. The holder of any Warrant shall be entitled to the rights
evidenced by that Warrant free from all equities or rights of set-off or counterclaim between the
Company and the original or any intermediate holder thereof and all persons may act accordingly and
the receipt from any holder for the Common Shares or monies obtainable pursuant thereto shall be a
good discharge to the Company and the Warrant Agent for the same and neither the Company nor the
Warrant Agent shall be bound to inquire into the title of any holder.




	2.12  	Adjustment of Exchange Basis





          The Exchange Basis shall be subject to adjustment from time to time in the events and in the
manner provided as follows:



     (1) If and whenever at any time after the date hereof and prior to the Time of Expiry the
Company shall:



 









 





- 13 -





	 	(a)  	issue Common Shares or securities exchangeable for or
convertible into Common Shares to all or substantially all the holders of the
Common Shares as a stock dividend or other distribution (other than as a
Dividend Paid in the Ordinary Course or a distribution of Common Shares upon
exercise of the Warrants or pursuant to the exercise of directors, officers or
employee stock options granted under stock option plans of the Company), or
	 
	 	(b)  	subdivide, redivide or change its then outstanding Common
Shares into a greater number of shares, or
	 
	 	(c)  	reduce, combine or consolidate its then outstanding Common
Shares into a lesser number of shares,






	 	   	(any of such events in these clauses (a), (b) or (c) being called a “Common Share
Reorganization”), then the Exchange Basis in effect on the effective date of such
subdivision or consolidation, or on the record date of such stock dividend or other
distribution, as the case may be, shall be adjusted by multiplying the Exchange
Basis in effect immediately prior to such effective or record date by a fraction:
(i) the numerator of which shall be the total number of Common Shares outstanding on
such date immediately after giving effect to such Common Share Reorganization
(including, in the case where securities exchangeable for or convertible into Common
Shares are distributed, the number of Common Shares that would have been outstanding
had such securities been exchanged for or converted into Common Shares on such
record date, assuming in any case where such securities are not then convertible or
exchangeable but subsequently become so, that they were convertible or exchangeable
on the record date on the basis upon which they first become convertible or
exchangeable), and (ii) the denominator of which shall be the total number of Common
Shares outstanding on such date before giving effect to such Common Share
Reorganization. The resulting product, adjusted to the nearest 1/100th, shall
thereafter be the Exchange Basis until further adjusted as provided in this Article
2.





     (2) If and whenever at any time after the date hereof and prior to the Time of Expiry, the
Company fixes a record date for the distribution to all or substantially all of the holders of
Common Shares of rights, options or warrants entitling them for a period expiring not more than 45
days after such record date (the “Rights Period”), to subscribe for or purchase Common Shares, or
securities exchangeable for or convertible into Common Shares, at a price per share to the holder
(or at an exchange or conversion price per share) of less than 95% of the Current Market Price for
the Common Shares on such record date (any of such events being called a “Rights Offering”), then
the Exchange Basis shall be adjusted effective immediately after such record date for the Rights
Offering by multiplying the Exchange Basis in effect immediately prior to such record date by a
fraction:



 









 





- 14 -


	 	(a)  	the numerator of which shall be the number of Common Shares
which would be outstanding after giving effect to the Rights Offering (assuming
the exercise of all of the rights, warrants or options under the Rights
Offering and assuming the exchange or conversion into Common Shares of all
exchangeable or convertible securities issued upon exercise of such rights,
warrants or options, if any), and
	 
	 	(b)  	the denominator of which shall be the aggregate of:






	 	(i)  	the total number of Common Shares outstanding
as of the record date for the Rights Offering, and
	 
	 	(ii)  	a number of Common Shares arrived at by
dividing






	 	(A)  	the amount equal to the aggregate
consideration payable on the exercise of all of the rights,
warrants and options under the Rights Offering plus the
aggregate consideration, if any, payable on the exchange or
conversion of the exchangeable or convertible securities issued
upon exercise of such rights, warrants or options (assuming the
exercise of all rights, warrants and options under the Rights
Offering and assuming the exchange or conversion into Common
Shares of all exchangeable or convertible securities issued upon
exercise of such rights, warrants and options);






	 	   	by






	 	(B)  	the Current Market Price of the
Common Shares as of the record date for the Rights Offering.



The resulting product, adjusted to the nearest 1/100th, shall thereafter be the Exchange Basis
until further adjusted in accordance with this Article 2. Any Common Shares owned by or held for
the account of the Company or any of its subsidiaries or a partnership in which the Company is
directly or indirectly a party to will be deemed not to be outstanding for the purpose of any
computation. If, at the date of expiry of the rights, options or warrants subject to the Rights
Offering, less than all the rights, options or warrants have been exercised, then the Exchange
Basis shall be readjusted effective immediately after the date of expiry to the Exchange Basis
which would have been in effect on the date of expiry if only the rights, options or warrants
issued had been those exercised. If at the date of expiry of the rights of exchange or conversion
of any securities issued pursuant to the Rights Offering less than all of such securities have been
exchanged or converted into Common Shares, then the Exchange Basis shall be readjusted effective
immediately after the date of expiry to the Exchange Basis which would have been in effect on the
date of expiry if only the exchangeable or convertible




 









 







- 15 -




securities issued had been those securities actually exchanged for or converted into Common Shares.




     (3) If and whenever at any time after the date hereof and prior to the Time of Expiry the
Company shall fix a record date for the issue or distribution to all or substantially all the
holders of its outstanding Common Shares of:




	 	(a)  	shares of the Company of any class other than Common Shares; or
	 
	 	(b)  	rights, options or warrants (other than rights, options or
warrants issued pursuant to a Rights Offering) to acquire Common Shares or
securities exchangeable for or convertible into Common Shares; or
	 
	 	(c)  	evidences of indebtedness; or
	 
	 	(d)  	cash, securities or any property or other assets,





and if such issuance or distribution does not constitute a Dividend Paid in the Ordinary Course, a
Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein
called a “Special Distribution”), the Exchange Basis shall be adjusted effective immediately after
the record date for the Special Distribution by multiplying the Exchange Basis in effect on such
record date by a fraction:





	 	(i)  	the numerator of which shall be the number of
Common Shares outstanding on such record date multiplied by the Current
Market Price of the Common Shares on such record date, and
	 
	 	(ii)  	the denominator of which shall be:






	 	(A)  	the product of the number of
Common Shares outstanding on such record date and the Current
Market Price of the Common Shares on such record date, less
	 
	 	(B)  	the fair market value, as
determined by action by the directors acting reasonably and in
good faith (whose determination shall be conclusive), to the
holders of the Common Shares of the shares, rights, options,
warrants, evidences or indebtedness or property or other assets
issued or distributed in the Special Distribution, provided that no such adjustment shall be made if the result of such adjustment would be to
decrease the Exchange Basis in effect immediately before such record date. The resulting product,
adjusted to the nearest 1/100th, shall thereafter be the Exchange Basis until further adjusted as
provided in this Article 2. Any shares owned by or held for the account of the Company or its
subsidiaries or a partnership of which the Company is






 









 









- 16 -




directly or indirectly a party to shall be deemed not to be outstanding for the purpose of any such
computation.




     (4) If and whenever at any time after the date hereof and prior to the Time of Expiry there
shall be a reclassification of Common Shares at any time outstanding or change of the Common Shares
into other shares or into other securities (other than a Common Share Reorganization), or a
consolidation, amalgamation or merger of the Company with or into any other corporation or other
entity (other than a consolidation, amalgamation or merger which does not result in any
reclassification of the outstanding Common Shares or a change of the Common Shares into other
shares), or a transfer (other than to a Subsidiary) of the undertaking or assets of the Company as
an entirety or substantially as an entirety to another corporation or other entity (any of such
events being herein called a “Capital Reorganization”), any Warrantholder who thereafter shall
exercise his right to receive Common Shares pursuant to Warrant(s) shall be entitled to receive,
and shall accept in lieu of the number of Subject Securities to which such holder was theretofore
entitled upon such exercise, the aggregate number of shares, other securities or other property
which such holder would have been entitled to receive as a result of such Capital Reorganization
if, on the effective date or record date thereof, as the case may be, the Warrantholder had been
the registered holder of the number of Subject Securities to which such holder was theretofore
entitled upon exercise. If appropriate, adjustments shall be made as a result of any such Capital
Reorganization in the application of the provisions set forth in this Article 2 with respect to the
rights and interests thereafter of Warrantholders to the end that the provisions set forth in this
Article 2 shall thereafter correspondingly be made applicable as nearly as may reasonably be in
relation to any shares, other securities or other property thereafter deliverable upon the exercise
of any Warrant. Any such adjustment shall be made by and set forth in an indenture supplemental
hereto approved by the directors and by the Warrant Agent and entered into pursuant to the
provisions of this indenture and shall for all purposes be conclusively deemed to be an appropriate
adjustment.



     (5) Forthwith upon the occurrence of any of the events referred to in the preceding
subsections above, the Company shall:




	 	(a)  	file with the Warrant Agent a certificate of the Company
specifying the required adjustment; and
	 
	 	(b)  	give notice to the Warrantholders of the required adjustment.





     (6) Any adjustment to the Exchange Basis as set forth herein shall also include a
corresponding adjustment to the Exercise Price which shall be calculated by multiplying the
Exercise Price by a fraction: (i) the numerator of which shall be the Exchange Basis prior to the
adjustment, and (ii) the denominator of which shall be the Exchange Basis after the adjustment.




	2.13  	Rules Regarding Calculation of Adjustment of Exchange Basis
	 
	   	For the purposes of section 2.12:




 









 











- 17 -




     (1) The adjustments provided for in section 2.12 shall be cumulative and such adjustments
shall be made successively whenever an event referred to therein shall occur, subject to the
following subsections of this section 2.13.



     (2) If the purchase price provided for in any Rights Offering (the “Rights Offering Price”) is
decreased, the Exchange Basis shall forthwith be changed so as to increase the Exchange Basis to
such Exchange Basis as would have been obtained had the adjustment to the Exchange Basis made
pursuant to subsection 2.12(2) upon the issuance of such Rights Offering been made upon the basis
of the Rights Offering Price as so decreased, provided that the provisions of this subsection shall
not apply to any decrease in the Rights Offering Price resulting from provisions in any such Rights
Offering designed to prevent dilution if the event giving rise to such decrease in the Rights
Offering Price itself requires an adjustment to the Exchange Basis pursuant to the provisions of
section 2.12.



     (3) No adjustment in the Exchange Basis shall be required unless such adjustment would result
in a change of at least one-one hundredth of a Common Share based on the prevailing Exchange Basis
provided, however, that any adjustments which, except for the provisions of this subsection would
otherwise have been required to be made, shall be carried forward and taken into account in any
subsequent adjustment.



     (4) No adjustment in the Exchange Basis shall be made in respect of any event described in
section 2.12, other than the events referred to in paragraphs (b) and (c) of subsection (1)
thereof, if Warrantholders are entitled to participate in such event on the same terms, mutatis
mutandis, as if Warrantholders had exercised their Warrants prior to or on the effective date or
record date of such event, any such participation being subject to regulatory approval.



     (5) No adjustment in the Exchange Basis shall be made pursuant to section 2.12 in respect of
the issue from time to time of Common Shares purchasable on exercise of the Warrants or in respect
of the issue from time to time of a Dividend Paid in the Ordinary Course of Common Shares to
holders of Common Shares who exercise an option or election to receive substantially equivalent
dividends in Common Shares in lieu of receiving a cash dividend, and any such issue shall be deemed
not to be a Common Share Reorganization.



     (6) If a dispute shall at any time arise with respect to adjustments provided for in section
2.12, such dispute shall, absent manifest error, be conclusively determined by the Company’s
Auditors, or if they are unable or unwilling to act, by such other firm of independent chartered
accountants as may be selected by the directors and any further determination, absent manifest
error, shall be binding upon the Company, the Warrant Agent and the Warrantholders.



     (7) If the Company shall set a record date to determine the holders of the Common Shares for
the purpose of entitling them to receive any dividend or distribution or any subscription or
purchase rights and shall, thereafter and before the distribution to




 










 






- 18 -




such shareholders of any such dividend, distribution, or subscription or purchase rights,
legally abandon its plan to pay or deliver such dividend, distribution, or subscription or purchase
rights, then no adjustment in the Exchange Basis shall be required by reason of the setting of such
record date.




     (8) In the absence of a resolution of the directors fixing a record date for a Rights Offering
or Special Distribution, the Company shall be deemed to have fixed as the record date therefor the
date on which the Rights Offering or Special Distribution is effected.



     (9) As a condition precedent to the taking of any action which would require any adjustment in
any of the subscription rights pursuant to any of the Warrants, including the Exchange Basis, the
Company shall take any corporate action which may, in the opinion of counsel, be necessary in order
that the Company have unissued and reserved in its authorized capital and may validly and legally
issue as fully paid and non-assessable all the shares or other securities which all the holders of
such Warrants are entitled to receive on the exercise of all the subscription rights attaching
thereto in accordance with the provisions thereof.



     (10) In case the Company, after the date hereof, shall take any action affecting any Common
Shares, other than action described in section 2.12, which in the opinion of the directors acting
reasonably and in good faith would materially affect the rights of Warrantholders, the Exchange
Basis shall be adjusted in such manner, if any, and at such time, as the directors, in their sole
discretion acting reasonably and in good faith, may reasonably determine to be equitable in the
circumstances. Failure of the taking of action by the directors so as to provide for an adjustment
in the Exchange Basis prior to the effective date of any action by the Company affecting the Common
Shares shall be conclusive evidence that the directors have determined that it is equitable to make
no adjustment in the circumstances.



     (11) The Warrant Agent shall be entitled to act and rely on any adjustment calculations by the
Company or the Company’s Auditors.




	2.14  	Postponement of Subscription





          In any case where the application of section 2.12 results in an increase in the number of
Subject Securities which are issuable upon exercise of the Warrants taking effect immediately after
the record date for a specific event, if any Warrant is exercised after that record date and prior
to completion of the event, the Company may postpone the issuance to the holder of the Warrant of
the Subject Securities to which he is entitled by reason of such adjustment but such Subject
Securities shall be so issued and delivered to that holder upon completion of that event, with the
number of such Subject Securities calculated on the basis of the number of Subject Securities on
the date that the Warrant was exercised adjusted for completion of that event and the Company shall
deliver to the person or persons in whose name or names the Subject Securities are to be issued an
appropriate instrument evidencing the right of such person or persons to receive such Subject Securities and the right to receive any





 









 








- 19 -




dividends or other distributions which, but for the provisions of this section, such person or persons would
have been entitled to receive in respect of such Subject Securities from and after the date that
the Warrant was exercised in respect thereof.





	2.15  	Notice of Adjustment





     (1) At least 14 days prior to the effective date or record date, as the case may be, of any
event which requires or might require adjustment pursuant to section 2.12, the Company shall:




	 	(a)  	file with the Warrant Agent a certificate of the Company
specifying the particulars of such event (including the record date or the
effective date for such event) and, if determinable, the required adjustment
and the computation of such adjustment; and
	 
	 	(b)  	give notice to the Warrantholders of the particulars of such
event (including the record date or the effective date for such event) and, if
determinable, the required adjustment.





     (2) In case any adjustment for which a notice in subsection 2.15(1) has been given is not then
determinable, the Company shall promptly after such adjustment is determinable:




	 	(a)  	file with the Warrant Agent a computation of such adjustment;
and
	 
	 	(b)  	give notice to the Warrantholders of the adjustment.





     (3) The Warrant Agent may, absent manifest error, act and rely upon certificates and other
documents filed by the Company pursuant to this section for all purposes of the adjustment.




	2.16  	No Action after Notice





          The Company covenants with the Warrant Agent that it will not take any other corporate action
which might deprive the holder of a Warrant of the opportunity of exercising the rights of
acquisition pursuant thereto during the period of 14 days after the giving of the notice set forth
in subparagraph (1)(b) of section 2.15 hereof.





	2.17  	Purchase of Warrants for Cancellation





          The Company may, at any time and from time to time, purchase Warrants by invitation for
tender, by private contract or otherwise (which shall include a purchase through an investment
dealer or firm holding membership on a Canadian stock exchange) on such terms as the Company may
determine. All Warrants purchased pursuant to the provisions of this section 2.17 shall be
forthwith delivered to, cancelled and destroyed by the Warrant Agent and shall not be reissued. If
required by the Company, the Warrant Agent shall furnish the Company with a certificate as to such
destruction.




 









 








- 20 -





	2.18  	Optional Purchases by the Company





          Subject to applicable law, the Company may from time to time purchase on any stock exchange,
in the open market, by private agreement or otherwise any of the Warrants. Any such purchase shall
be made at the lowest price or prices at which, in the opinion of the directors, such Warrants are
then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such
persons, and on such other terms as the Company in its sole discretion may determine. The Warrant
Certificates representing the Warrants purchased pursuant to this section 2.18 shall forthwith be
delivered to and cancelled by the Warrant Agent.





	2.19  	Protection of Warrant Agent





          The Warrant Agent shall not:





	 	(a)  	at any time be under any duty or responsibility to any
registered holder of Warrants to determine whether any facts exist which may
require any adjustment contemplated by this Article 2, nor to verify the nature
and extent of any such adjustment when made or the method employed in making
the same;
	 
	 	(b)  	be accountable with respect to the validity or value or the
kind or amount of any Subject Securities which may at any time be issued or
delivered upon the exercise of the Warrants;
	 
	 	(c)  	be responsible for any failure of the Company to make any cash
payment or to issue, transfer or deliver the Subject Securities or certificates
evidencing the same upon the surrender of any Warrants for the purpose of the
exercise of such rights or to comply with any of the covenants contained in
this Article 2; or
	 
	 	(d)  	incur any liability or responsibility whatsoever or be in any
way responsible for the consequence of any breach on the part of the Company of
any of the representations, warranties or covenants of the Company or any acts
or deeds of the agents or servants of the Company.






	2.20  	Legended Warrant Certificates






	 	(a)  	The Warrant Agent understands and acknowledges that the
Warrants have not been, and will not be, registered under the Securities Act;






	 	(b)  	Each Warrant Certificate originally issued to a U.S. Person or
a person in the United States, and all certificates issued in exchange therefor
or in substitution thereof, shall bear the following legend:




 









 











- 21 -




“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF,
BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) WITHIN
THE UNITED STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULES 144 OR 144A THEREUNDER,
IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES
LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AND
THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT
FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE
COMPANY PRIOR TO SUCH OFFER, SALE OR TRANSFER. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED
THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY
TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH
SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON
TSX. A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM CIBC
MELLON TRUST COMPANY, AS REGISTRAR AND TRANSFER AGENT OF THE
COMPANY, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED
DECLARATION, IN A FORM SATISFACTORY TO CIBC MELLON TRUST COMPANY AND
THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN
ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.”;




provided that, if Warrants are being sold in compliance with the
requirements of Rule 904 of Regulation S of the Securities Act and in
compliance with Canadian local laws and regulations, any such legend may be
removed by providing a declaration to the Transfer Agent to the effect set
forth in Schedule “B” hereto, along with an



 









 





- 22 -





 accompanying letter from the
broker executing the sale of the Warrants indicating such broker’s
compliance with the requirements of Rule 904 of Regulation S of the
Securities Act and by delivery of an opinion or memorandum of U.S. counsel
(as required by the Transfer Agent, addressed to the Transfer Agent
permitting removal of resale restrictions for resales of Warrants by
investors in the United States through the facilities of the TSX in reliance
upon Rule 904 of Regulation S under the U.S. Securities Act; and provided,
further, that, if any such Warrants are being sold pursuant to Rule 144 of
the Securities Act, the legend may be removed by delivery to the Transfer
Agent and the Company of an opinion of counsel, of recognized standing
reasonably satisfactory to the Company, that such legend is no longer
required under applicable requirements of the Securities Act or state
securities laws. The Warrant Agent shall, upon receipt of the executed form
of “Declaration for Removal of Legend” as set forth in Schedule “B” hereto,
issue a new Warrant Certificate within three Business Days thereof;




	 	(c)  	If a Warrant Certificate issued with respect to an exercise of
Warrants is tendered for transfer and bears the legend set forth in paragraph
2.20(b) hereof and the holder thereof has not obtained the prior written
consent of the Company, the Warrant Agent shall not register such transfer
unless the holder complies with the requirements of the said paragraph 2.20(b)
hereof; and
	 
	 	(d)  	If a Warrant Certificate issued with respect to an exercise of
Warrants is tendered for transfer and does not bear the legend set forth in
paragraph 2.20(b) hereof, the Warrant Agent shall not register such transfer if
it has reason to believe that the transferee is a U.S. Person, is in the United
States or is acquiring the Warrants evidenced thereby for the account or
benefit of a U.S. Person or a person in the United States.





ARTICLE 3




EXERCISE OF WARRANTS





	3.1  	Method of Exercise of Warrants





     (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to
acquire all or any part of the Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such
Warrants to the Warrant Agent at any time on or before the Time of Expiry at its principal stock
transfer offices in the cities of Toronto, Ontario or Vancouver, British Columbia (or at such
additional place or places as may be decided by the Company from time to time with the approval of
the Warrant Agent), with (i) a duly completed and



 









 





- 23 -




executed subscription of the registered holder or his executors, or administrators or other legal representative or his attorney duly appointed by an
instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in
the form set out in Schedule “A” attached hereto specifying the number of Common Shares subscribed
for; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to
or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of
Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed
subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal
delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof
by the Warrant Agent.




     (2) Any subscription referred to in subsection 3.1(1) shall be signed by the Warrantholder,
shall specify the person(s) in whose name such Subject Securities are to be issued, the address(es)
of such person(s) and the number of Subject Securities to be issued to each person, if more than
one is so specified. If any of the Subject Securities subscribed for are to be issued to a
person(s) other than the Warrantholder, the signatures set out in the subscription referred to in
subsection 3.1(1) shall be guaranteed by a Canadian chartered bank, a Canadian trust company or by
a medallion signature guaranteed from a member of a recognized Signature Medallion Guarantee
Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer
or similar taxes and the Company shall not be required to issue or deliver certificates evidencing
Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant
Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid or that no tax is due.



     (3) If, at the time of exercise of the Warrants, in accordance with the provisions of
subsection 3.1(1), there are any trading restrictions on the Subject Securities pursuant to
applicable securities legislation or stock exchange requirements, the Company shall, on the advice
of counsel, endorse any certificates representing the Subject Securities to such effect. The
Warrant Agent is entitled to assume compliance with all applicable securities legislation unless
otherwise notified in writing by the Company.




	3.2  	No Fractional Shares





          Under no circumstances shall the Company be obliged to issue any fractional Common Shares or
any cash or other consideration in lieu thereof upon the exercise of one or more Warrants. To the
extent that the holder of one or more Warrants would otherwise have been entitled to receive on the
exercise or partial exercise thereof a fraction of a Common Share, that holder may exercise that
right in respect of the fraction only in combination with another Warrant or Warrants that in the
aggregate entitle the holder to purchase a whole number of Common Shares.





 









 








- 24 -





	3.3  	Effect of Exercise of Warrants





     (1) Upon compliance by the Warrantholder with the provisions of section 3.1, the Subject
Securities subscribed for shall be deemed to have been issued and the person to whom such Subject
Securities are to be issued shall be deemed to have become the holder of record of such Subject
Securities on the Exercise Date unless the transfer registers of the Company for the Common Shares
shall be closed on such date, in which case the Subject Securities subscribed for shall be deemed
to have been issued and such person shall be deemed to have become the holder of record of such
Subject Securities on the date on which such transfer registers are reopened.



     (2) Within three Business Days following the due exercise of a Warrant pursuant to section 3.1
and forthwith after the Time of Expiry, the Warrant Agent shall deliver to the Company a notice
setting forth the particulars of all Warrants exercised, if any, and the persons in whose names the
Subject Securities are to be issued (as applicable) and the addresses of such holders of the
Subject Securities.



     (3) Within five Business Days of the due exercise of a Warrant pursuant to section 3.1, the
Company shall mail to the person in whose name the Subject Securities so subscribed for are to be
issued, as specified in the subscription completed on the Warrant Certificate, at the address
specified in such subscription, or, if so specified in such subscription, a certificate or
certificates for the Subject Securities to which the Warrantholder is entitled and, if applicable,
shall cause the Warrant Agent to mail a Warrant Certificate representing any Warrants not then
exercised.




	3.4  	Cancellation of Warrant Certificates





          All Warrant Certificates surrendered to the Warrant Agent pursuant to sections 2.6, 2.8(2),
2.10 or 3.1 shall be cancelled by the Warrant Agent and the Warrant Agent shall record the
cancellation of such Warrant Certificates on the register of holders maintained by the Warrant
Agent pursuant to subsection 2.8(1). The Warrant Agent shall, if required by the Company, furnish
the Company with a certificate identifying the Warrant Certificates so cancelled. All Warrants
represented by Warrant Certificates which have been duly cancelled shall be without further force
or effect whatsoever.





	3.5  	Subscription for less than Entitlement





          The holder of any Warrant may subscribe for and purchase a whole number of Subject Securities
which is less than the number which the holder is entitled to purchase pursuant to a surrendered
Warrant Certificate. In such event, the holder thereof shall be entitled to receive a new Warrant
Certificate in respect of the balance of Subject Securities which such holder was entitled to
purchase pursuant to the surrendered Warrant Certificate and which were not then purchased, such
new Warrant Certificate to contain the same legend as provided for in section 2.20, if applicable.




 









 








- 25 -





	3.6  	Expiration of Warrant





          After the Time of Expiry, all rights under any Warrant in respect of which the right of
subscription and purchase herein and therein provided for shall not theretofore have been exercised
shall wholly cease and terminate and such Warrant shall be void and of no effect.




ARTICLE 4




COVENANTS FOR WARRANTHOLDERS’ BENEFIT





	4.1  	General Covenants of the Company





          The Company covenants with the Warrant Agent for the benefit of the Warrant Agent and the
Warrantholders that so long as any Warrants remain outstanding:




     (1) The Company will at all times maintain its existence and will carry on and conduct its
business in a prudent manner in accordance with industry standards and good business practice, will
keep or cause to be kept proper books of account in accordance with applicable law and will, if and
whenever required in writing by the Warrant Agent, file with the Warrant Agent copies of all annual
statements of the Company furnished to its shareholders during the term of this indenture.



     (2) The Company will use its commercially reasonable best efforts to maintain the listing of
the Common Shares on the TSX and the NYSE and to have the Common Shares issued pursuant to the
exercise of the Purchase Warrants listed and posted for trading on the TSX and the NYSE as
expeditiously as possible.



     (3) The Company will reserve and keep available a sufficient number of Subject Securities for
issuance upon the exercise of Warrants issued by the Company.



     (4) The Company will cause the Subject Securities from time to time subscribed for pursuant to
the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in
accordance with the Warrants and the terms hereof.



     (5) The Company will cause the certificates representing the Subject Securities from time to
time to be acquired pursuant to the Warrants in the manner herein provided, to be duly issued and
delivered in accordance with the Warrants and the terms hereof.



     (6) All Subject Securities that shall be issued by the Company upon exercise of the rights
provided for herein, upon payment of the Exercise Price, shall be issued as fully paid and
non-assessable common shares.



 









 





- 26 -




     (7) The Company will use its best efforts to maintain its status as a “reporting issuer” or
reporting company not in default of the requirements of applicable Securities Laws until the Time
of Expiry.



     (8) The Company will well and truly perform and carry out all the acts and things to be done
by it as provided in this indenture.



     (9) The Company will provide to each Warrantholder copies of all financial statements sent to
registered shareholders from the date hereof and while any Warrants remain outstanding.



     (10) The Company will promptly advise the Warrant Agent and the Warrantholders in writing of
any default under the terms of this indenture.




	4.2  	Securities Qualification Requirements





     (1) If, in the opinion of counsel, any instrument is required to be filed with, or any
permission, order or ruling is required to be obtained from, any securities administrator,
regulator, agency or governmental authority or any other step is required under any federal or
provincial law of Canada or federal or State law in the United States before the Subject Securities
may be issued or delivered to a Warrantholder or resold by such Warrantholder, the Company
covenants that it will use its best efforts to file such instrument, obtain such permission, order
or ruling or take all such other actions, at its expense, as is required or appropriate in the
circumstances.



     (2) The Company or upon the written direction of the Company, the Warrant Agent will give
written notice of the issue of Subject Securities pursuant to the exercise of Warrants, in such
detail as may be required, to each securities administrator in each jurisdiction in which there is
legislation requiring the giving of any such notice.




	4.3  	Warrant Agent’s Remuneration and Expenses





          The Company covenants that it will pay to the Warrant Agent from time to time reasonable
remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its
request for all reasonable expenses and disbursements of the Warrant Agent in the administration or
execution of the trusts hereby created (including the reasonable compensation and the disbursements
of its counsel and all other advisers, experts, accountants and assistants not regularly in its
employ) both before any default hereunder and thereafter until all duties of the Warrant Agent
hereunder shall be finally and fully performed, except any such expense or disbursement in
connection with or related to or required to be made as a result of the gross negligence, wilful
misconduct or bad faith of the Warrant Agent.





	4.4  	Performance of Covenants by Warrant Agent






	   	      Subject to section 8.7, if the Company shall fail to perform any of its covenants contained in
this indenture and the Company has not rectified such failure within 25 Business Days after
receiving written notice from the Warrant Agent of such




 









 







- 27 -




failure, the Warrant Agent may notify the Warrantholders of such failure on the part of the
Company or may itself perform any of the said covenants capable of being performed by it, but shall
be under no obligation to perform said covenants or to notify the Warrantholders. All reasonable
sums expended or disbursed by the Warrant Agent in so doing shall be repayable as provided in
section 4.3. No such performance, expenditure or advance by the Warrant Agent shall be deemed to
relieve the Company of any default hereunder or of its continuing obligations under the covenants
herein contained.




ARTICLE 5




ENFORCEMENT





	5.1  	Suits by Warrantholders





          Subject to section 6.10, all or any of the rights conferred upon a Warrantholder by the terms
of the Warrants held by such Warrantholder and/or this indenture may be enforced by such
Warrantholder by appropriate legal proceedings but without prejudice to the right that is hereby
conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the
provisions herein contained for the benefit of the holders of the Warrants from time to time
outstanding. The Warrant Agent shall also have the power at any time and from time to time to
institute and to maintain such suits and proceedings as it may reasonably be advised shall be
necessary or advisable to preserve and protect its interests and the interests of the
Warrantholders.




          Subject to applicable law, the Warrant Agent and, by acceptance of the Warrant Certificates
and as part of the consideration for the issue of the Warrants, the Warrantholders hereby waive and
release any right, cause of action or remedy now or hereafter existing in any jurisdiction against
any person in its capacity as an incorporator or any past, present or future shareholder, director,
officer, employee or agent of the Company for the creation and issue of the Subject Securities
pursuant to any Warrant or any covenant, agreement, representation or warranty by the Company
herein or contained in the Warrant Certificates.





	5.2  	Limitation of Liability





          The obligations hereunder (including without limitation under subsection 8.7(5)) are not
personally binding upon, nor shall resort hereunder be had to, the private property of any of the
past, present or future directors or shareholders of the Company or any of the past, present or
future officers, employees or agents of the Company, but only the property of the Company (or any
successor person) shall be bound in respect hereof.




 









 








- 28 -




ARTICLE 6




MEETINGS OF WARRANTHOLDERS





	6.1  	Right to Convene Meetings





          The Warrant Agent may at any time and from time to time, and shall on receipt of a written
request of the Company or of a Warrantholders’ Request, convene a meeting of the Warrantholders
provided that the Warrant Agent has been provided with sufficient funds and is indemnified to its
reasonable satisfaction by the Company or by the Warrantholders signing such Warrantholders’
Request against the costs, charges, expenses and liabilities which may be incurred in connection
with the calling and holding of such meeting. If within 15 Business Days after the receipt of a
written request of the Company or a Warrantholders’ Request, funding and indemnity given as
aforesaid the Warrant Agent fails to give the requisite notice specified in section 6.2 to convene
a meeting , the Company or such Warrantholders, as the case may be, may convene such meeting.
Every such meeting shall be held in the City of Toronto, Ontario or at such other place as may be
approved or determined by the Warrant Agent.





	6.2  	Notice





          At least 14 days prior notice of any meeting of Warrantholders shall be given to the
Warrantholders at the expense of the Company in the manner provided for in section 9.2 and a copy
of such notice shall be delivered to the Warrant Agent unless the meeting has been called by it,
and to the Company unless the meeting has been called by it. Such notice shall state the time and
place of the meeting, the general nature of the business to be transacted and shall contain such
information as is reasonably necessary to enable the Warrantholders to make a reasoned decision on
the matter, but it shall not be necessary for any such notice to set out the terms of any
resolution to be proposed or any of the provisions of this Article 6. The notice convening any
such meeting may be signed by an appropriate officer of the Warrant Agent or of the Company or the
person designated by such Warrantholders, as the case may be.





	6.3  	Chairman





          The Warrant Agent may nominate in writing an individual (who need not be a Warrantholder) to
be chairman of the meeting and if no individual is so nominated, or if the individual so nominated
is not present within 15 minutes after the time fixed for the holding of the meeting, the
Warrantholders present in person or by proxy shall appoint an individual present to be chairman of
the meeting. The chairman of the meeting need not be a Warrantholder.





	6.4  	Quorum





          Subject to the provisions of section 6.11, at any meeting of the Warrantholders a quorum shall
consist of two Warrantholders present in person or represented by proxy and representing at least
10% of the aggregate number of





 









 








- 29 -




Warrants then outstanding. If a quorum of the Warrantholders shall not be present within
one-half hour from the time fixed for holding any meeting, the meeting, if summoned by the
Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the
meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day
in which case it shall be adjourned to the next following Business Day) at the same time and place
to the extent possible and, subject to the provisions of section 6.11, no notice of the adjournment
need be given. Any business may be brought before or dealt with at an adjourned meeting which
might have been dealt with at the original meeting in accordance with the notice calling the same.
At the adjourned meeting the Warrantholders present in person or represented by proxy shall form a
quorum and may transact the business for which the meeting was originally convened, notwithstanding
that they may not represent at least 10% of the aggregate number of Warrants then unexercised and
outstanding. No business shall be transacted at any meeting unless a quorum is present at the
commencement of business.





	6.5  	Power to Adjourn





          The chairman of any meeting at which a quorum of the Warrantholders is present may, with the
consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given
except such notice, if any, as the meeting may prescribe.





	6.6  	Show of Hands





          Every question submitted to a meeting shall be decided in the first place by a majority of the
votes given on a show of hands except that votes on an extraordinary resolution shall be given in
the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein
provided, a declaration by the chairman that a resolution has been carried or carried unanimously
or by a particular majority or lost or not carried by a particular majority shall be conclusive
evidence of the fact.





	6.7  	Poll and Voting





          On every extraordinary resolution, and when demanded by the chairman or by one or more of the
Warrantholders acting in person or by proxy on any other question submitted to a meeting and after
a vote by show of hands, a poll shall be taken in such manner as the chairman shall direct.
Questions other than those required to be determined by extraordinary resolution shall be decided
by a majority of the votes cast on the poll. On a show of hands, every person who is present and
entitled to vote, whether as a Warrantholder or as proxy for one or more absent Warrantholders, or
both, shall have one vote. On a poll, each Warrantholder present in person or represented by a
proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each
whole Warrant then held by him. A proxy need not be a Warrantholder. The chairman of any meeting
shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if
any, held or represented by him.




 









 








- 30 -





	6.8  	Regulations





          Subject to the provisions of this indenture, the Warrant Agent or the Company with the
approval of the Warrant Agent may from time to time make and from time to time vary such
regulations as it shall consider necessary or appropriate:





	 	(a)  	for the deposit of instruments appointing proxies at such place
and time as the Warrant Agent, the Company or the Warrantholders convening the
meeting, as the case may be, may in the notice convening the meeting direct;
	 
	 	(b)  	for the deposit of instruments appointing proxies at some
approved place other than the place at which the meeting is to be held and
enabling particulars of such instruments appointing proxies to be mailed,
faxed, cabled or telegraphed before the meeting to the Company or to the
Warrant Agent at the place where the same is to be held and for the voting of
proxies so deposited as though the instruments themselves were produced at the
meeting;
	 
	 	(c)  	for the form of instrument appointing a proxy and the manner in
which the form of proxy may be executed; and
	 
	 	(d)  	generally for the calling of meetings of Warrantholders and the
conduct of business thereat including setting a record date for Warrantholders
entitled to receive notice of or to vote at such meeting.





          Any regulations so made shall be binding and effective and the votes given in accordance
therewith shall be valid and shall be counted. Save as such regulations may provide, the only
persons who shall be recognized at any meeting as a Warrantholder, or be entitled to vote or be
present at the meeting in respect thereof (subject to section 6.9), shall be Warrantholders or
persons holding proxies of Warrantholders.





	6.9  	Company, Warrant Agent and Counsel may be Represented





          The Company and the Warrant Agent, by their respective directors, officers and employees and
the counsel for each of the Company, the Warrantholders and the Warrant Agent may attend any
meeting of the Warrantholders and speak thereat but shall not be entitled to vote as such unless in
their capacities as Warrantholders.





	6.10  	Powers Exercisable by Extraordinary Resolution





          In addition to all other powers conferred upon them by any other provisions of this indenture
or by law, the Warrantholders at a meeting shall have the power, exercisable from time to time by
extraordinary resolution:




 









 








- 31 -





	 	(a)  	to agree with the Company to any modification, alteration,
compromise or arrangement of the rights of Warrantholders and/or the Warrant
Agent in its capacity as Warrant Agent hereunder (subject to the Warrant
Agent’s approval) or on behalf of the Warrantholders against the Company,
whether such rights arise under this indenture or the Warrants or otherwise;
	 
	 	(b)  	to amend or repeal any extraordinary resolution previously
passed or sanctioned by the Warrantholders;
	 
	 	(c)  	to direct or authorize the Warrant Agent (subject to the
Warrant Agent receiving funding and indemnity) to enforce any of the covenants
on the part of the Company contained in this indenture or the Warrants or to
enforce any of the rights of the Warrantholders in any manner specified in such
extraordinary resolution or to refrain from enforcing any such covenant or
right;
	 
	 	(d)  	to waive, authorize and direct the Warrant Agent to waive any
default on the part of the Company in complying with any provisions of this
indenture or the Warrants either unconditionally or upon any conditions
specified in such extraordinary resolution;
	 
	 	(e)  	to restrain any Warrantholder from taking or instituting any
suit, action or proceeding against the Company for the enforcement of any of
the covenants on the part of the Company contained in this indenture or the
Warrants or to enforce any of the rights of the Warrantholders; and
	 
	 	(f)  	to direct any Warrantholder who, as such, has brought any suit,
action or proceeding to stay or discontinue or otherwise deal with any such
suit, action or proceeding, upon payment of the costs, charges and expenses
reasonably and properly incurred by such Warrantholder in connection therewith.






	6.11  	Meaning of “Extraordinary Resolution”





     (1) The expression “extraordinary resolution” when used in this indenture means, subject as
hereinafter in this section 6.11 and in section 6.14 provided, a resolution proposed at a meeting
of Warrantholders duly convened for that purpose and held in accordance with the provisions of this
Article 6 at which there are present in person or by proxy Warrantholders representing at least 10%
of the aggregate number of all the then outstanding Warrants and passed by the affirmative votes of
Warrantholders representing not less than 66 2/3% of the aggregate number of all the then
outstanding Warrants represented at the meeting and voted on the poll upon such resolution.



     (2) If, at any meeting called for the purpose of passing an extraordinary resolution,
Warrantholders representing at least 10% of the aggregate number of all the



 









 





- 32 -




then outstanding Warrants are not present in person or by proxy within one-half hour after the
time appointed for the meeting, then the meeting, if convened by Warrantholders or on a
Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such
day, being not less than 10 Business Days later, and to such place and time as may be appointed by
the chairman. Not less than three Business Days prior notice shall be given of the time and place
of such adjourned meeting in the manner provided in sections 9.1, 9.2 and 9.3. Such notice shall
state that at the adjourned meeting the Warrantholders present in person or represented by proxy
shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting
was originally called or any other particulars. At the adjourned meeting the Warrantholders
present in person or represented by proxy shall form a quorum and may transact the business for
which the meeting was originally convened and a resolution proposed at such adjourned meeting and
passed by the requisite vote as provided in subsection 6.11(1) shall be an extraordinary resolution
within the meaning of this indenture notwithstanding that Warrantholders representing at least 10%
of all the then outstanding Warrants are not present in person or represented by proxy at such
adjourned meeting.




     (3) Votes on an extraordinary resolution shall always be given on a poll and no demand for a
poll on an extraordinary resolution shall be necessary.




	6.12  	Powers Cumulative





          It is hereby declared and agreed that any one or more of the powers or any combination of the
powers in this indenture stated to be exercisable by the Warrantholders by extraordinary resolution
or otherwise may be exercised from time to time and the exercise of any one or more of such powers
or any combination of powers from time to time shall not be deemed to exhaust the right of the
Warrantholders to exercise such powers or combination of powers then or thereafter from time to
time.





	6.13  	Minutes





          Minutes of all resolutions and proceedings at every meeting of Warrantholders as aforesaid
shall be made and duly entered in books to be provided for that purpose by the Warrant Agent at the
expense of the Company and any minutes as aforesaid, if signed by the chairman of the meeting at
which resolutions were passed or proceedings held, or by the chairman of the next succeeding
meeting of the Warrantholders, shall be prima facie evidence of the matters therein stated and,
until the contrary is proved, every meeting, in respect of the proceedings of which minutes shall
have been made, shall be deemed to have been duly convened and held, and all resolutions passed
thereat or proceedings taken, to have been duly passed and taken.





	6.14  	Instruments in Writing





          All actions which may be taken and all powers that may be exercised by the Warrantholders at a
meeting held as provided in this Article 6 also may be taken and exercised by Warrantholders
representing at least 66 2/3% of the aggregate





 









 








- 33 -




number of all the then outstanding Warrants by an instrument in writing signed in one or more
counterparts by such Warrantholders in person or by attorney duly appointed in writing, and the
expression “extraordinary resolution” when used in this indenture shall include an instrument so
signed.





	6.15  	Binding Effect of Resolutions





          Every resolution and every extraordinary resolution passed in accordance with the provisions
of this Article 6 at a meeting of Warrantholders shall be binding upon all the Warrantholders,
whether present at or absent from such meeting, and every instrument in writing signed by
Warrantholders in accordance with section 6.14 shall be binding upon all the Warrantholders,
whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject
to the provisions for indemnity herein contained) shall be bound to give effect accordingly to
every such resolution and instrument in writing. In the case of an instrument in writing, the
Warrant Agent shall give notice in the manner contemplated in sections 9.1 and 9.2 of the effect of
the instrument in writing to all Warrantholders and the Company as soon as is reasonably
practicable.





	6.16  	Holdings by the Company or Subsidiaries of the Company Disregarded





     (1) In determining whether Warrantholders are present at a meeting of Warrantholders for the
purpose of determining a quorum or have concurred in any consent, waiver, extraordinary resolution,
Warrantholders’ Request or other action under this indenture, Warrants owned legally or
beneficially by the Company or any subsidiary of the Company or in partnership of which the Company
is directly or indirectly a party to shall be disregarded.



     (2) For the purposes of disregarding any Warrants owned legally or beneficially by the Company
or any Subsidiary or any partnership of which the Company is directly or indirectly a party to or
any other affiliate of the Company in subsection 6.16(1), the Company shall provide to the Warrant
Agent, from time to time and upon request, a certificate of the Company setting forth as at the
date of such certificate:




	 	(a)  	the names (other than the name of the Company) of the
registered holders of Warrants of which, to the knowledge of the Company, are
owned by or held for the account of the Company or any Subsidiary or a
partnership of which the Company is directly or indirectly a party to or any
other affiliate of the Company; and
	 
	 	(b)  	the number of Warrants owned legally and beneficially by the
Company or any Subsidiary or a partnership of which the Company is directly or
indirectly a party to or any other affiliate of the Company;





and the Warrant Agent in making the determination in subsection 6.16(1) shall be entitled to rely
on such certificate.





 










 






- 34 -




ARTICLE 7




SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES




7.1 Provision for Supplemental Indentures for Certain Purposes




          From time to time the Company (if properly authorized by its directors) and the Warrant Agent
may, subject to the provisions of this indenture, and they shall, when so directed hereby, execute
and deliver by their proper officers, indentures or instruments supplemental hereto, which
thereafter shall form part hereof, for any one or more or all of the following purposes:





	 	(a)  	providing for the issuance of additional Warrants hereunder and
any consequential amendments hereto as may be required by the Warrant Agent,
relying on the advice of counsel;
	 
	 	(b)  	setting forth adjustments in the application of Article 2;
	 
	 	(c)  	adding to the provisions hereof such additional covenants and
enforcement provisions as, in the opinion of counsel are necessary or
advisable, provided that the same are not in the opinion of the Warrant Agent,
relying on the advice of counsel, prejudicial to the interests of the
Warrantholders as a group;
	 
	 	(d)  	giving effect to any extraordinary resolution passed as
provided in Article 6;
	 
	 	(e)  	making such provisions not inconsistent with this indenture as
may be necessary or desirable with respect to matters or questions arising
hereunder provided that such provisions are not, in the opinion of the Warrant
Agent, relying on the advice of counsel, prejudicial to the interests of the
Warrantholders as a group;
	 
	 	(f)  	adding to or amending the provisions hereof in respect of the
transfer of Warrants, making provision for the exchange of Warrants and making
any modification in the form of the Warrant Certificate which does not affect
the substance thereof;
	 
	 	(g)  	amending any of the provisions of this indenture or relieving
the Company from any of the obligations, conditions or restrictions herein
contained, provided that no such amendment or relief shall be or become
operative or effective if, in the opinion of the Warrant Agent, relying on the
advice of counsel, such amendment or relief impairs any of the rights of the
Warrantholders as a group or of the Warrant Agent, and provided further that
the Warrant Agent may in its sole discretion decline to enter into any
supplemental indenture which in its opinion may not afford adequate protection
to the Warrant Agent when the same shall become operative; and




 









 











- 35 -





	 	(h)  	for any other purpose not inconsistent with the terms of this
indenture, including the correction or rectification of any ambiguities,
defective or inconsistent provisions, errors or omissions herein, provided
that, in the opinion of the Warrant Agent, relying on the advice of counsel,
the rights of the Warrant Agent and the Warrantholders as a group are in no way
prejudiced thereby.






	7.2  	Successor Companies





          In the case of the amalgamation, consolidation, merger or transfer of the undertaking or
assets of the Company as an entirety or substantially as an entirety to another person (a
“successor company”), the successor company resulting from the amalgamation, consolidation, merger
or transfer (if not the Company) shall be bound by the provisions hereof and all obligations for
the due and punctual performance and observance of each and every covenant and obligation contained
in this indenture to be performed by the Company and the successor company shall by supplemental
indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant
Agent, expressly assume those obligations.




ARTICLE 8




CONCERNING THE WARRANT AGENT




8.1 Trust Indenture Legislation




     (1) If and to the extent that any provision of this indenture limits, qualifies or conflicts
with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.



     (2) The Company and the Warrant Agent agree that each will at all times in relation to this
indenture and any action to be taken hereunder observe and comply with and be entitled to the
benefit of Applicable Legislation.



8.2 Rights and Duties of Warrant Agent




     (1) In the exercise of the rights and duties prescribed or conferred by the terms of this
indenture, the Warrant Agent shall act honestly and in good faith with a view to the best interests
of the Warrantholders and shall exercise the degree of care, diligence and skill that a reasonably
prudent trustee would exercise in comparable circumstances. No provision of this indenture shall
be construed to relieve the Warrant Agent from, or require any other person to indemnify the
Warrant Agent against liability for its own negligence, wilful misconduct or bad faith.



     (2) The Warrant Agent shall not be bound to do or take any act, action or proceeding for the
enforcement of any of the obligations of the Company under this indenture unless and until it shall
have received a Warrantholders’ Request specifying



 









 





- 36 -



the act, action or proceeding which the Warrant Agent is requested to take. The obligation of
the Warrant Agent to commence or continue any act, action or proceeding for the purpose of
enforcing any rights of the Warrant Agent or the Warrantholders hereunder shall be conditional upon
the Warrantholders furnishing, when required by notice in writing by the Warrant Agent, sufficient
funds to commence or continue such act, action or proceeding and an indemnity reasonably
satisfactory to the Warrant Agent and its counsel to protect and hold harmless the Warrant Agent,
its officers, directors, employees and agents against the costs, charges and expenses and
liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None
of the provisions contained in this indenture shall require the Warrant Agent to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers unless indemnified and funded as aforesaid.




     (3) The Warrant Agent may, before commencing any act, action or proceeding, or at any time
during the continuance thereof require the Warrantholders at whose instance it is acting to deposit
with the Warrant Agent the Warrant Certificates held by them, for which Warrant Certificates the
Warrant Agent shall issue receipts.



     (4) Every provision of this indenture that, by its terms, relieves the Warrant Agent of
liability or entitles it to rely upon any evidence submitted by it is subject to the provisions of
Applicable Legislation, of this section 8.2 and of section 8.3.



     (5) The Warrant Agent shall not be bound to give any notice or do or take any act, action or
proceeding by virtue of the powers conferred on it hereunder unless and until it shall have been
required to do so under the terms hereof; nor shall the Warrant Agent be required to take notice of
any default hereunder, unless and until notified in writing of such default, which notice shall
specifically set out the default desired to be brought to the attention of the Warrant Agent and in
the absence of such notice the Warrant Agent may for all purposes of this indenture conclusively
assume that no default has occurred or been made in the performance or observance of the
representations, warranties and covenants, agreements or conditions herein contained. Any such
notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether
or not the Warrant Agent shall take action with respect to any default.



     (6) In this indenture, whenever confirmations or instructions are required to be given to the
Warrant Agent, in order to be valid, such confirmations and instructions shall be in writing.



8.3 Evidence, Experts and Advisers




     (1) In addition to the reports, certificates, opinions and other evidence required by this
indenture, the Company shall furnish to the Warrant Agent such additional evidence of compliance
with any provision hereof and in such form as may be prescribed by Applicable Legislation or as the
Warrant Agent may reasonably require by written notice to the Company.



 









 





- 37 -




     (2) In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting
in good faith, act and rely absolutely as to the truth of the statements and the accuracy of the
opinions expressed therein, upon statutory declarations, opinions, reports, written requests,
consents, or orders of the Company, certificates of the Company or other evidence furnished to the
Warrant Agent pursuant to any provision hereof or of Applicable Legislation or pursuant to a
request of the Warrant Agent.



     (3) The Warrant Agent shall be under no responsibility in respect of the validity of this
indenture or the execution and delivery hereof by or on behalf of the Company or in respect of the
validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor shall
it be responsible for any breach by the Company of any covenant or condition contained in this
indenture or in any such Warrant Certificate; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any securities to be
issued upon the right to acquire provided for in this indenture and/or in any Warrant Certificate
or as to whether any securities will when issued be duly authorized or be validly issued and fully
paid and non-assessable.



     (4) Whenever Applicable Legislation requires that evidence referred to in subsection 8.3(1) be
in the form of a statutory declaration, the Warrant Agent may accept the statutory declaration in
lieu of a certificate of the Company required by any provision hereof. Any such statutory
declaration may be made by one or more of the directors or officers of the Company and may be
relied upon by the Warrant Agent in good faith without further inquiry.



     (5) Proof of the execution of an instrument in writing, including a Warrantholders’ Request,
by any Warrantholder may be made by a certificate of a notary public or other person with similar
powers that the person signing such instrument acknowledged to him the execution thereof, or by an
affidavit of a witness to such execution or in any other manner which the Warrant Agent may
consider adequate and in respect of a corporate Warrantholder, shall include a certificate of
incumbency of such Warrantholder together with a certified resolution authorizing the person who
signs such instrument to sign such instrument.



     (6) The Warrant Agent may act and rely and shall be protected in acting and relying upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
letter, telegram, cablegram or other paper document believed by it to be genuine and to have been
signed, sent or presented by or on behalf of the proper party or parties.



     (7) The Warrant Agent may employ or retain such counsel, accountants, engineers, appraisers or
other experts or advisers as it may reasonably require for the purpose of determining and
discharging its duties hereunder and may pay reasonable remuneration for all services so performed
by any of them, without taxation of costs of any counsel and shall not be responsible for any
misconduct on the part of any of them who has been selected with due care by the Warrant Agent. Any
reasonable





 









 








- 38 -



remuneration paid by the Warrant Agent shall be paid by the Company in accordance with section
4.3.




     (8) The Warrant Agent may, as a condition precedent to any action to be taken by it under this
indenture, require such opinions, statutory declarations, reports, certificates or other evidence
as it, acting reasonably, considers necessary or advisable in the circumstances.



8.4 Securities, Documents and Monies Held by Warrant Agent




          Any securities, documents of title, monies or other instruments that may at any time be held
by the Warrant Agent subject to the trusts hereof may be placed in the deposit vaults of the
Warrant Agent or of any Schedule 1 Canadian chartered bank for safekeeping with any such bank or
the Warrant Agent. All interest or other income received by the Warrant Agent in respect of such
deposits and investments shall, subject to section 4.4, belong to the Company and shall be paid to
the Company upon discharge of this indenture.




8.5 Actions by Warrant Agent to Protect Interests




          Subject to the provisions of this indenture and Applicable Legislation, the Warrant Agent
shall have the power to institute and to maintain such actions and proceedings as it may consider
necessary or expedient to preserve, protect or enforce its interests and the interests of the
Warrantholders.




8.6 Warrant Agent not Required to Give Security




          The Warrant Agent shall not be required to give any bond or security in respect of the
execution of the trusts and powers of this indenture or otherwise, subject to section 8.8.




8.7 Protection of Warrant Agent




          By way of supplement to the provisions of any law for the time being relating to trustees, it
is expressly declared and agreed as follows:




     (1) The Warrant Agent shall not be liable for or by reason of any representations, statements
of fact or recitals in this indenture or in the Warrants (except the representation contained in
section 8.9 or in the certificate of the Warrant Agent on the Warrants) or be required to verify
the same and all such statements of fact or recitals are and shall be deemed to be made by the
Company (except the representation contained in section 8.9 or in the certificate of the Warrant
Agent on the Warrants).



     (2) Nothing herein contained shall impose any obligation on the Warrant Agent to see to or to
require evidence of the registration or filing (or renewal thereof) of this indenture or any
instrument ancillary or supplemental hereto.



 









 





- 39 -




     (3) The Warrant Agent shall not be bound to give notice to any person or persons of the
execution hereof.



     (4) The Warrant Agent shall not incur any liability or responsibility whatsoever or be in any
way responsible for the consequence of any breach on the part of the Company of any of the
covenants or warranties herein contained or of any acts of any directors, officers, employees,
agents or servants of the Company.



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



8.8 Replacement of Warrant Agent




     (1) The Warrant Agent may resign its trust and be discharged from all further duties and
liabilities hereunder by giving to the Company not less than 60 days prior notice in writing or
such shorter prior notice as the Company may accept as sufficient. The Warrantholders by
extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and
to appoint a new Warrant Agent. In the event of the Warrant Agent resigning or being removed as
aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming
incapable of acting hereunder, the Company shall forthwith appoint a new Warrant Agent unless a new
Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the
Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the Ontario
Superior Court of Justice at the Company’s expense, on such notice as such justice may direct, for
the appointment of a new Warrant Agent; but any new Warrant Agent so appointed by the Company or by
the Court shall be subject to removal as aforesaid by the Warrantholders. Any new Warrant Agent
appointed under any provision of this section 8.8 shall be a corporation authorized to carry on the
business of a trust company in the Province of Ontario and, if required by Applicable Legislation
of any other province, in such other province. On any such appointment the new Warrant Agent shall
be vested with the same powers, rights, duties and responsibilities as if it had been originally
named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there
shall be immediately executed, at



 









 





- 40 -



the expense of the Company, all such conveyances or other instruments as may, in the opinion
of counsel, be necessary or advisable for the purpose of assuring the same to the new Warrant
Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor
Warrant Agent shall not become effective until the successor Warrant Agent shall have executed an
appropriate instrument accepting such appointment and, at the request of the Company, the
predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, shall execute
and deliver to the successor Warrant Agent an appropriate instrument transferring to such successor
Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of
title and other instruments and all monies and properties held by the Warrant Agent hereunder.




     (2) Upon the appointment of a successor warrant agent, the Company shall promptly notify the
Warrantholders thereof in the manner provided for in section 9.2.



     (3) Any corporation into or with which the Warrant Agent may be merged or consolidated or
amalgamated, or any corporation succeeding to the stock transfer business of the Warrant Agent,
shall be the successor to the Warrant Agent hereunder without any further act on its part or of any
of the parties hereto, provided that such corporation would be eligible for appointment as a new
warrant agent under subsection 8.8(1).



     (4) Any Warrants certified but not delivered by a predecessor Warrant Agent may be certified
by the new or successor warrant agent in the name of the predecessor or the new or successor
warrant agent.



8.9 Conflict of Interest




     (1) The Warrant Agent represents to the Company that at the time of execution and delivery
hereof no material conflict of interest exists which is it aware of in the Warrant Agent’s role as
a fiduciary hereunder and agrees that in the event of a material conflict of interest arising which
it becomes aware of hereafter it will, within 90 days after ascertaining that it has such a
material conflict of interest, either eliminate the same or resign its trust hereunder. If any
such material conflict of interest exists or hereafter shall exist, the validity and enforceability
of this indenture and the Warrants shall not be affected in any manner whatsoever by reason
thereof.



     (2) Subject to subsection 8.9(1), the Warrant Agent, in its personal or any other capacity,
may buy, lend upon and deal in securities of the Company and generally may contract and enter into
financial transactions with the Company or any Subsidiary without being liable to account for any
profit made thereby.



8.10 Acceptance of Trusts




          The Warrant Agent hereby accepts the trusts in this indenture declared and provided for and
agrees to perform the same upon the terms and conditions herein set forth.




 









 








- 41 -




8.11 Warrant Agent not to be Appointed Receiver




          The Warrant Agent and any person related to the Warrant Agent shall not be appointed a
receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of
the Company or any Subsidiary or any partnership of which the Company is directly or indirectly
involved.




8.12 Authorization to Carry on Business




          The Warrant Agent represents to the Company that it is registered to carry on the business of
a trust company in each of the provinces of Canada.




ARTICLE 9




GENERAL




9.1 Notice to the Company and the Warrant Agent




     (1) Unless herein otherwise expressly provided, any notice to be given hereunder to the
Company or the Warrant Agent shall be deemed to be validly given if delivered, if sent by
registered letter, postage prepaid or if transmitted by telecopier:




	 	(a)  	If to the Company, to:






	 	   	Goldcorp Inc.

Waterfront Centre

200 Burrard Street,

Suite 1560

Vancouver, British Columbia V6C 3L6

	 
	 	   	Attention: Chief Executive Officer

Fax.: (604) 696-3001






	 	   	with a copy to:






	 	   	Cassels Brock & Blackwell LLP

Scotia Plaza

40 King Street West, Suite 2100

Toronto, Ontario M5H 3C2

	 
	 	   	Attention: Mark T. Bennett


Fax: (416) 360-8877




 









 











- 42 -





	 	   	and to:
	 
	 	   	Dorsey & Whitney LLP

TD Canada Trust Tower

BCE Place, 161 Bay Street

Suite 4310

Toronto, ON M5J 2S1
	 
	 	   	Attention: Gil Cornblum

Fax No.: (416) 367-7371






	 	(b)  	If to the Warrant Agent, to:






	 	   	CIBC Mellon Trust Company

320 Bay Street, Ground Floor

P.O. Box 1

Toronto, Ontario M5H 4A6

	 
	 	   	Attention: Assistant Vice President, Client Services


Fax: (416) 643-5570




and any notice given in accordance with the foregoing shall be deemed to have been received on the
date of delivery if that date is a Business Day or, if mailed, on the fifth Business Day following
the date of the postmark on such notice or, if transmitted by telecopier, on the day following the
transmission.




     (2) The Company or the Warrant Agent, as the case may be, may from time to time notify the
other in the manner provided in subsection 9.1(1) of a change of address which, from the effective
date of such notice and until changed by like notice, shall be the address of the Company or the
Warrant Agent, as the case may be, for all purposes of this indenture. A copy of any notice of
change of address given pursuant to this subsection 9.1(2) shall be available for inspection at the
principal stock transfer offices of the Warrant Agent in the cities of Toronto, Ontario and
Vancouver, British Columbia by Warrantholders during normal business hours.



     (3) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving
postal employees, any notice to be given to the Warrant Agent or to the Company hereunder could
reasonably be considered unlikely to reach its destination, the notice shall be valid and effective
only if it is delivered to an officer of the party to which it is addressed or if it is delivered
to that party at the appropriate address provided in subsection 9.1(1) by cable, telegram, telex,
telecopier or other means of prepaid, transmitted or recorded communication and any notice
delivered in accordance with the foregoing shall be deemed to have been received on the date of
delivery to the officer or if delivered by cable, telegram, telex, telecopier or other means of
prepaid, transmitted, recorded communication on the third Business Day following the date of the
sending of the notice by the person giving the notice.



 









 





- 43 -




9.2 Notice to the Warrantholders




     (1) Any notice to the Warrantholders under the provisions of this indenture shall be deemed to
be validly given if the notice is sent by prepaid mail or, if delivered by hand, to the holders at
their addresses appearing in the register of holders. Any notice so delivered shall be deemed to
have been received on the date of delivery if that date is a Business Day or the business day
following the date of delivery if such date is not a Business Day. All notices may be given to
whichever one of the Warrantholders (if more than one) is named first in the appropriate register
hereinbefore mentioned, and any notice so given shall be sufficient notice to all Warrantholders
and any other persons (if any) interested in such Warrants.



     (2) If, by reason of strike, lockout or other work stoppage, actual or threatened, involving
postal employees, any notice to be given to the Warrantholders could reasonably be considered
unlikely to reach its destination, the notice may be published or distributed once in the Report on
Business section of the national edition of The Globe and Mail newspaper or, in the event of a
disruption in the circular of that newspaper, once in a daily newspaper in the English language of
general circulation in the Cities of Toronto, Ontario and Vancouver, British Columbia; provided
that in the case of a notice convening a meeting of the holders of Warrants, the Warrant Agent may
require such additional publications of that notice, in the same or in other cities or both, as it
may deem necessary for the reasonable protection of the holders of Warrants or to comply with any
applicable requirement of law or any stock exchange. Any notice so given shall be deemed to have
been given on the day on which it has been published in all of the cities in which publication was
required (or first published in a city if more than one publication in that city is required). In
determining under any provision hereof, the date when notice of any meeting or other event must be
given, the date of giving notice shall be included and the date of the meeting or other event shall
be excluded.



9.3 Discretion of Directors




          Any matter provided herein to be determined by the directors of the Company in their sole
discretion and determination so made will be conclusive.




9.4 Satisfaction and Discharge of Indenture




          Upon the date by which there shall have been delivered to the Warrant Agent for exercise or
destruction in accordance with the provisions hereof of all Warrants theretofore certified
hereunder, this indenture, except to the extent that Common Shares and certificates therefor have
not been issued and delivered hereunder or the Company has not performed any of its obligations
hereunder, shall cease to be of further effect in respect of the Company, and the Warrant Agent, on
written demand of and at the cost and expense of the Company, and upon delivery to the Warrant
Agent of a certificate of the Company stating that all conditions precedent to the satisfaction and
discharge of this indenture have been complied with and upon payment to the Warrant Agent of the
expenses, fees and other remuneration payable to the Warrant Agent, shall execute proper
instruments acknowledging satisfaction of and





 









 








- 44 -



discharging this indenture; provided that if the Warrant Agent has not then performed any of
its obligations hereunder any such satisfaction and discharge of the Company’s obligations
hereunder shall not affect or diminish the rights of any Warrantholder or the Company against the
Warrant Agent.





	9.5  	Provisions of Indenture and Warrants for the Sole Benefit of Parties and
Warrantholders





          Nothing in this indenture or the Warrants, expressed or implied, shall give or be construed to
give to any person other than the parties hereto and the holders from time to time of the Warrants
any legal or equitable right, remedy or claim under this indenture, or under any covenant or
provision therein contained, all such covenants and provisions being for the sole benefit of the
parties hereto and the Warrantholders.




 









 








- 45 -




9.6 Counterparts and Formal Date




          This indenture may be simultaneously executed in several counterparts, each of which when so
executed shall be deemed to be an original and such counterparts together shall constitute one and
the same instrument and notwithstanding their date of execution shall be deemed to bear the date
set out at the top of the first page of this indenture.




          IN WITNESS WHEREOF the parties hereto have executed this indenture under the hands of their
proper officers in that behalf.




	 	 	 	 	 
	 	 	GOLDCORP INC.
	 
	 	 	 	 
	

	 	 	 	c/s
	

	 	Per:	 	 
	

	 	 	 	 
	

	 	 	 	Authorized Signing Officer
	 
	 	 	 	 
	 	 	CIBC MELLON TRUST COMPANY
	 
	 	 	 	 
	

	 	 	 	c/s
	

	 	Per:	 	 
	

	 	 	 	 
	

	 	 	 	Authorized Signing Officer
	

	 	 	 	c/s
	 
	 	 	 	 
	

	 	Per:	 	 
	

	 	 	 	 
	

	 	 	 	Authorized Signing Officer






 









 






SCHEDULE “A”




FORM OF WARRANT CERTIFICATE



[For U.S. Persons, persons in the United States or persons for the account or benefit of a U.S.
Person or a person in the United States, the following legend is applied]



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH
THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULES 144 OR 144A THEREUNDER,
IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS,
AND THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED
STANDING REASONABLY SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE OR TRANSFER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”);
HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT
FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD
DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. A NEW CERTIFICATE BEARING NO LEGEND MAY BE
OBTAINED FROM CIBC MELLON TRUST COMPANY, AS REGISTRAR AND TRANSFER AGENT OF THE COMPANY, UPON
DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO CIBC MELLON
TRUST COMPANY AND THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE
904 OF REGULATION S UNDER THE SECURITIES ACT.




	 	 	 
	CUSIP No. 380956 15 1
	 	 
	Warrant Certificate No. W                    

	 	Representing                                         
	

	 	Series B Warrants to acquire
	

	 	Common Shares






SERIES “B” COMMON SHARE PURCHASE WARRANTS




OF




GOLDCORP INC.




 









 








- 2 -




          THIS CERTIFIES that, for value received, the registered holder hereof, (the “holder”) is
entitled at any time prior to 5:00 p.m. (Toronto time) on August 25, 2008, to subscribe for the
number of Common Shares specified above of Goldcorp Inc. (the “Company”), by surrendering to CIBC
Mellon Trust Company (the “Warrant Agent”) at its principal stock transfer offices in the cities of
Toronto, Ontario or Vancouver, British Columbia, this Warrant Certificate with a subscription in
the form of the attached Subscription Form duly completed and executed and accompanied by payment
of $3.10 per 0.25 of a Common Share, subject to adjustment in certain events, (the “Exercise
Price”) by certified cheque, bank draft or money order in lawful money of Canada payable to or to
the order of the Company at par in the City of Toronto, Ontario. The holder of this Warrant
Certificate may purchase less than the number of Common Shares which he is entitled to purchase on
the exercise of the Warrants represented by this certificate, in which event a new Warrant
Certificate representing the Warrants not then exercised will be issued to the holder.




          Upon acceptance hereof the holder hereby expressly waives the right to receive any fractional
Common Shares upon the exercise hereof in full or in part and further waives the right to receive
any cash or other consideration in lieu thereof. The Warrants represented by this certificate
shall be deemed to have been surrendered, and payment by certified cheque, bank draft or money
order shall be deemed to have been made only upon personal delivery thereof or, if sent by post or
other means of transmission, upon actual receipt thereof by the Warrant Agent at its principal
stock transfer offices in the cities of Toronto, Ontario and Vancouver, British Columbia.




          Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the
Exercise Price, the Company shall cause to be issued to the person(s) in whose name(s) the Common
Shares so subscribed for are to be issued (provided that if the Common Shares are to be issued to a
person other than the registered holder of this Warrant Certificate, the holder’s signature on the
Subscription Form herein shall be guaranteed by a Canadian chartered bank, by a Canadian trust
company or by a medallion signature guarantee from a member of a recognized Signature Medallion
Guarantee Program and the holder shall pay to the Company or the Warrant Agent all applicable
transfer or similar taxes and the Company shall not be required to issue or deliver certificates
evidencing the Common Shares unless or until the holder shall have paid the Company or the Warrant
Agent the amount of such tax or shall have satisfied to the satisfaction of the Company that such
tax has been paid or that no tax is due) the number of Common Shares to be issued to such person(s)
and such person(s) shall become a holder in respect of such Common Shares with effect from the date
of such exercise and upon due surrender of this Warrant Certificate the Warrant Agent shall issue a
certificate(s) representing such Common Shares to be issued within five Business Days after the
exercise of the Warrants represented by this certificate.




          This Warrant Certificate represents Warrants issued or issuable under the provisions of the
Warrant Indenture (which indenture together with all other instruments






 









 








- 3 -



supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as
of April 15, 2005 between the Company and the Warrant Agent, as warrant agent, which contains
particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent
in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to
the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of
which the holder of this Warrant Certificate by acceptance hereof assents. A copy of the Warrant
Indenture will be available for inspection at the principal office of the Warrant Agent in the City
of Vancouver, British Columbia. Capitalized terms used in this Warrant Certificate and not
otherwise defined shall have the meanings ascribed thereto in the Warrant Indenture.




          No transfer of any Warrant will be valid unless entered on the register of transfers, upon
surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent
executed by the registered holder or his executors, administrators or other legal representatives
or his or their attorney duly appointed by an instrument in writing in form and execution
satisfactory to the Warrant Agent. Subject to the provisions of the Share Purchase Warrant
Indenture and upon compliance with the reasonable requirements of the Warrant Agent, Warrant
certificates may be exchanged for Warrant Certificates entitling the holder thereof to acquire an
equal aggregate number of Common Shares subject to adjustment as provided for in the Warrant
Indenture. The Company and the Warrant Agent may treat the registered holder of this Warrant
Certificate for all purposes as the absolute owner hereof. The holding of the Share Purchase
Warrants represented by this certificate shall not constitute the holder hereof a holder of Common
Shares nor entitle him to any right or interest in respect thereof except as herein and in the
Warrant Indenture expressly provided.




          The Warrant Indenture provides for adjustment in the number of Common Shares to be delivered
upon exercise of the right of purchase hereby granted and to the exercise price in certain events
therein set forth.




          The Warrant Indenture contains provisions making binding upon all holders of Warrants
outstanding thereunder resolutions passed at meetings of such holders held in accordance with such
provisions and instruments in writing signed by Warrantholders holding a specified percentage of
Warrants outstanding.




          The Warrants and the Warrant Indenture shall be governed by and performed, construed and
enforced in accordance with the laws of the Province of Ontario and the federal laws applicable
therein and shall be treated in all respects as Ontario contracts. Time shall be of the essence
hereof and of the Warrant Indenture.




          The Company may from time to time and at any time prior to 5:00 p.m. (Toronto time) on August
25, 2008, purchase any of the Warrants by private agreement or otherwise on such terms and
conditions and at such price as the Company may in its sole discretion determine.




 









 








- 4 -




          This Warrant Certificate shall not be valid for any purpose until it has been certified by or
on behalf of the Warrant Agent for the time being under the Warrant Indenture.




          IN WITNESS WHEREOF the Company has caused this Warrant certificate to be signed by its duly
authorized officer as of the ___day of ___, ___.




	 	 	 	 	 
	 	 	GOLDCORP INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Authorized Signing Officer





This Warrant Certificate represents Warrants referred to in the Warrant Indenture within mentioned.



Countersigned by:



CIBC MELLON TRUST COMPANY




	 	 	 	 	 
	By:
	 	 	 	 
	

	 	 	 	 
	

	 	Authorized Signing Officer	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	

	 	 	 	 






 









 






TRANSFER OF WARRANTS




     THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A U.S. PERSON OR TO ANY
PERSON IN THE UNITED STATES (AS DEFINED IN RULE 902(k) OF REGULATION S UNDER THE SECURITIES ACT OF
1933, AS AMENDED) OR TO ANY PERSON FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE
UNITED STATES, EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THE WARRANT INDENTURE.



          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:




	 	 	 
	 
	(name)
	 
	 	 
	 
	(address)





<> of the Warrants registered in the name of the undersigned represented by the within
certificate.




          DATED this                      day of                                         ,                                         .




	 	 	 
	

	 	Signature of Warrantholder
	 
	 	 
	

	 	 
	 
	 	 
	 
	 	 
	

	 	guaranteed by:
	 
	 	 
	

	 	 
	 
	 	 
	 
	 	 
	

	 	 
	

	 	Authorized Signature Number





NOTE: (1) The signature to this transfer must correspond with the name as recorded on the Warrants
in every particular without alteration or enlargement or any change whatever. The signature of the
person executing this transfer must be guaranteed by an authorized officer of a Canadian chartered
bank or of a major Canadian trust company or by a medallion signature guarantee from a member
recognized under the Signature Medallion Guarantee Program or from a similar entity in the United
States, if this transfer is executed in the United States, or in accordance with industry
standards.




 









 








- 2 -




          (2) If the transfer is to a U.S. Person as defined in Rule 902(k) of Regulation S under the
Securities Act of 1933, as amended, special restrictions apply as set out in the Warrant Indenture
governing these Warrants.




	 	 	 	 	 
	By Hand or Courier:

	 	 	 	By Mail:
	 
	 	 	 	 
	Toronto
	 	 	 	 
	 
	 	 	 	 
	CIBC Mellon Trust Company
	 	 	 	 
	Commerce Court West

	 	 	 	CIBC Mellon Trust Company
	199 Bay Street

	 	 	 	P.O. Box 1036
	Securities Level

	 	 	 	Adelaide Street Postal Station
	Toronto, ON M5L 1G9

	 	 	 	Toronto, ON M5C 2K4
	 
	 	 	 	 
	Vancouver
	 	 	 	 
	 
	 	 	 	 
	CIBC Mellon Trust Company
	 	 	 	 
	1600 — 1066 West Hastings Street
	 	 	 	 
	Vancouver, BC V6E 3X1
	 	 	 	 






 









 






SUBSCRIPTION FORM




TO: GOLDCORP INC.




	 	 	 	 	 
	By Hand or Courier:

	 	 	 	By Mail:
	 
	 	 	 	 
	Toronto
	 	 	 	 
	 
	 	 	 	 
	CIBC Mellon Trust Company
	 	 	 	 
	Commerce Court West

	 	 	 	CIBC Mellon Trust Company
	199 Bay Street

	 	 	 	P.O. Box 1036
	Securities Level

	 	 	 	Adelaide Street Postal Station
	Toronto, ON M5L 1G9

	 	 	 	Toronto, ON M5C 2K4
	 
	 	 	 	 
	Vancouver
	 	 	 	 
	 
	 	 	 	 
	CIBC Mellon Trust Company
	 	 	 	 
	1600 — 1066 West Hastings Street
	 	 	 	 
	Vancouver, BC V6E 3X1
	 	 	 	 






          The undersigned holder of the within Warrants hereby irrevocably subscribes for
___Common Shares of Goldcorp Inc. at the Exercise Price referred to in the attached
Warrant Certificate on the terms and conditions set forth in such certificate and the Warrant
Indenture and encloses herewith a certified cheque, bank draft or money order payable at par in the
City of Toronto, Ontario to the order of Goldcorp Inc. in payment in full of the subscription price
for the Common Shares hereby subscribed for.




          The undersigned hereby irrevocably directs that the said Common Shares be issued and delivered
as follows:




	 	 	 	 	 	 	 	 	 
	Name(s) in Full	 	Address(es)	 	 	Number of Common Shares	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 




(Please print in full the name in which certificates are to be issued. If any of the securities
are to be issued to a person or persons other than the registered Warrantholder, the Transfer of
Warrants Form must be completed, the Warrantholder must pay to the Warrant Agent any and all
exigible transfer taxes or other government charges and the signature of the holder must be
guaranteed by a Canadian chartered bank, a Canadian trust company or by a medallion signature
guarantee from a member of a recognized Signature Medallion Guarantee Program or in accordance with
industry standards.)




 









 








- 2 -




          DATED this                      day of                                         ,                                         .




	 	 	 
	 

	 	 
	Witness

	 	Signature of Registered Warrantholder
	 
	 	 
	Witness

	 	Name of Registered Warrantholder
	 
	 	 
	

	 	 
	

	 	Address of Registered Warrantholder
	 
	 	 
	

	 	 
	

	 	Social Insurance Number of Registered Warrantholder







	ÿ  	 Please check box if the certificates are to be delivered to the office where this Warrant
Certificate is surrendered, failing which the certificates will be mailed to the address shown
on the register.





     (The Warrant Agent may require that the signature above be guaranteed, in which event the
following must be completed.)



	 	 	 
	
	 	Signature of Warrantholder
	 
	
	 	 









 









 








SCHEDULE “B”




FORM OF DECLARATION FOR REMOVAL OF LEGEND




	 	 	 
	TO:

	 	CIBC Mellon Trust Company
	

	 	as registrar and transfer agent
	

	 	for Warrants of Goldcorp Inc.





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




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Name of Seller
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title: