Trillium Therapeutics Inc.: Exhibit 4.9 - Filed by newsfilecorp.com






Exhibit 4.9

WARRANT INDENTURE 
Providing for the Issue of Warrants


BETWEEN 

STEM CELL THERAPEUTICS CORP. 

AND 

COMPUTERSHARE TRUST COMPANY OF CANADA 

Dated as of December 13, 2013 




Table of Contents 

	  	  	Page 
	  	  	  
	ARTICLE 1 - INTERPRETATION 	5 
	     1.1 	Definitions 	5 
	     1.2 	Gender and Number 	9 
	     1.3 	Interpretation not Affected by Headings, etc.
    	9 
	     1.4 	Day not a Business Day 	10 
	     1.5 	Time of the Essence 	10 
	     1.6 	Currency 	10 
	     1.7 	Assignment 	10 
	     1.8 	Applicable Law and Jurisdiction
    	10 
	ARTICLE 2 - ISSUE OF WARRANTS 	10 
	     2.1 	Creation and Issue of Warrants
    	10 
	     2.2 	Terms of the Warrants 	10 
	     2.3 	Warrantholder not a Shareholder
    	11 
	     2.4 	Warrants to Rank Pari Passu 	11 
	     2.5 	Form of Warrants 	11 
	     2.6 	Execution of Warrant Certificates 	12 
	     2.7 	Certification by the Warrant
      Agent 	12 
	     2.8 	Issue in Substitution for Warrant Certificates
      Lost, etc. 	13 
	     2.9 	Exchange of Warrant
      Certificates 	13 
	     2.10 	Transfer and Ownership of Warrants 	14 
	     2.11 	Charges for Exchange or
      Transfer 	15 
	     2.12 	Cancellation of Surrendered Warrants 	16 
	     2.13 	Registration of Warrants 	16 
	     2.14 	CDS and Depository 	16 
	     2.15 	NCI Letter of Instruction 	18 
	     2.16 	Legends 	19 
	ARTICLE 3 - EXERCISE OF WARRANTS
    	21 
	     3.1 	Method of Exercise of Warrants 	21 
	     3.2 	Effect of Exercise of Warrants
    	24 
	     3.3 	Partial Exercise of Warrants; Fractions 	25 
	     3.4 	Expiration of Warrants 	25 
	     3.5 	Accounting and Recording 	26 
	     3.6 	Securities Restrictions 	26 
	     3.7 	Prohibition on Exercise in the United States or
      by U.S. Persons; Exception 	26 
	ARTICLE 4 - ADJUSTMENT OF NUMBER
      OF COMMON SHARES AND EXERCISE PRICE 	
    28 

	     4.1 	Adjustment of Number of Common
      Shares and Exercise Price 	28 
	     4.2 	Entitlement to Shares on Exercise of Warrant
	32 






- ii - 

	     4.3 	No Adjustment for Certain
      Transactions 	32 
	     4.4 	Determination by Corporation’s Auditors 	33 
	     4.5 	Proceedings Prior to any Action
      Requiring Adjustment 	33 
	     4.6 	Certificate of Adjustment 	33 
	     4.7 	Notice of Special Matters 	33 
	     4.8 	No Action After Notice 	33 
	     4.9 	Other Action 	34 
	     4.10 	Protection of Warrant Agent 	34 
	ARTICLE 5 - RIGHTS OF THE
      CORPORATION AND COVENANTS 	35 
	     5.1 	Optional Purchases by the Corporation 	35 
	     5.2 	General Covenants 	35 
	     5.3 	Warrant Agent’s Remuneration and Expenses 	36 
	     5.4 	Securities Qualification
      Requirements 	37 
	     5.5 	Performance of Covenants by Warrant Agent 	37 
	     5.6 	Enforceability of Warrants 	37 
	ARTICLE 6 - ENFORCEMENT 	37 
	     6.1 	Suits by Warrantholders 	37 
	     6.2 	Immunity of Shareholders, etc. 	37 
	     6.3 	Limitation of Liability 	38 
	     6.4 	Waiver of Default 	38 
	ARTICLE 7 – MEETINGS OF
      WARRANTHOLDERS 	38 
	     7.1 	Right to Convene Meetings 	38 
	     7.2 	Notice 	39 
	     7.3 	Chairman 	39 
	     7.4 	Quorum 	39 
	     7.5 	Power to Adjourn 	40 
	     7.6 	Show of Hands 	40 
	     7.7 	Poll and Voting 	40 
	     7.8 	Regulations 	40 
	     7.9 	Corporation and Warrant Agent May be
      Represented 	41 
	     7.10 	Powers Exercisable by
      Extraordinary Resolution 	41 
	     7.11 	Meaning of Extraordinary Resolution 	42 
	     7.12 	Powers Cumulative 	43 
	     7.13 	Minutes 	43 
	     7.14 	Instruments in Writing 	44 
	     7.15 	Binding Effect of Resolutions 	44 
	     7.16 	Holdings by Corporation
      Disregarded 	44 
	ARTICLE 8 - SUPPLEMENTAL INDENTURES 	44 
	     8.1 	Provision for Supplemental
      Indentures for Certain Purposes 	44 
	     8.2 	Successor Corporations 	45 
	ARTICLE 9 - CONCERNING THE
      WARRANT AGENT 	46 
	     9.1 	Rights and Duties of Warrant Agent 	46 






- iii - 

	     9.2 	Evidence, Experts and Advisers
    	46 
	     9.3 	Documents, Monies, etc. Held by Warrant Agent
    	47 
	     9.4 	Actions by Warrant Agent to
      Protect Interest 	48 
	     9.5 	Warrant Agent Not Required to Give Security 	48 
	     9.6 	Protection of Warrant Agent 	48 
	     9.7 	Corporation to Indemnify 	48 
	     9.8 	Replacement of Warrant Agent;
      Successor by Merger 	49 
	     9.9 	Conflict of Interest 	50 
	     9.10 	Acceptance of Trust 	50 
	     9.11 	Warrant Agent Not to be Appointed Receiver 	50 
	     9.12 	Warrant Agent Not Required to
      Give Notice of Default 	51 
	     9.13 	Force Majeure 	51 
	     9.14 	Third Parties 	51 
	     9.15 	Anti-Money Laundering 	51 
	     9.16 	Privacy 	52 
	ARTICLE 10 - GENERAL 	52 
	     10.1 	Notice to the Corporation and
      the Warrant Agent 	52 
	     10.2 	Notice to Warrantholders 	53 
	     10.3 	Ownership of Warrants 	54 
	     10.4 	Evidence of Ownership 	54 
	     10.5 	Counterparts 	55 
	     10.6 	Satisfaction and Discharge of Indenture 	55 
	     10.7 	Provisions of Indenture and
      Warrants for the Sole Benefit of Parties and Warrantholders 	55 
	     10.8 	Common Shares or Warrants Owned by the
      Corporation or its Subsidiaries - Certificate to be Provided 	55 
	 	   	 
	SCHEDULE “A” FORM OF WARRANT CERTIFICATE 	1 
	   	 
	APPENDIX 1 NOTICE OF EXERCISE 	1 
	   	 
	APPENDIX 2 FORM OF TRANSFER 	1 
	   	 
	SCHEDULE “B” FORM OF DECLARATION FOR REMOVAL OF
      LEGEND 	1 






- 4 - 

THIS WARRANT INDENTURE is made as of December
13th, 2013 

BETWEEN: 

STEM CELL THERAPEUTICS CORP., a
corporation continued under the laws of the Province of Ontario, having its head
office currently in the City of Toronto, in the Province of Ontario 

(the “Corporation”) 

AND: 

COMPUTERSHARE TRUST COMPANY OF
CANADA, a trust company incorporated under the laws of Canada and authorized
to carry on business in all provinces of Canada 

(the “Warrant Agent”)


WHEREAS the Corporation proposes to issue up to
117,857,142 common share purchase warrants (“Warrants”) each whole
Warrant will entitle the registered holder thereof to purchase one Common Share
(as defined herein) (subject to adjustment as herein provided) at the price and
upon the terms and conditions herein set forth; 

AND WHEREAS for such purpose the Corporation deems it
necessary to create and issue Warrants constituted and issued in the manner
hereinafter appearing; 

AND WHEREAS for such purpose, the Corporation is duly
authorized to create and issue the Warrants constituted and issued in the manner
hereinafter provided; 

AND WHEREAS all things necessary have been done and
performed to make the Warrants (and if issued, the Warrant Certificates when
certified by the Warrant Agent and issued as provided for in this Indenture)
legal, valid and binding upon the Corporation with the benefits of and subject
to the terms of this Indenture; 

AND WHEREAS 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 from time to time become holders of
Warrants issued pursuant to this Indenture; 

AND WHEREAS the foregoing statements of fact and
recitals are made by the Corporation and not the Warrant Agent. 

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 by the
parties hereto as follows: become the holders of Warrants issued pursuant to this Indenture and the
parties hereto agree as set forth below:  




- 5 - 

ARTICLE 1 - INTERPRETATION 

	1.1 	
      Definitions



In this Indenture, including the recitals and schedules hereto,
and in all indentures supplemental hereto, unless there is something in the
subject matter or context inconsistent therewith: 

	 	1.1.1 	
      “Accredited Investor” means an “accredited
      investor” as defined in Rule 501(a) of Regulation D, that satisfies the
      requirements of Rule 501(a);

	 	 	 
	 	1.1.2 	
      “Adjustment Period” means the period from and
      including the Effective Date up to and including the Expiry
Time;

	 	 	 
	 	1.1.3 	
      “Applicable Legislation” means the provisions of
      the Business Corporations Act (Ontario), as from time to time
      amended, and any statute of Canada or a province thereof, and the
      regulations under any such named or other statute, relating to trust
      indentures or to the rights, duties and obligations of trustees and of
      corporations under trust indentures, to the extent that such provisions
      are at the time in force and applicable to this Indenture;

	 	 	 
	 	1.1.4 	
      “Beneficial Owner” means a person that has a
      beneficial interest in a Warrant that is represented by a Global
      Certificate;

	 	 	 
	 	1.1.5 	
      “Book Based System” means the book based
      securities transfer system administered by CDS in accordance with its
      operating procedure from time to time;

	 	 	 
	 	1.1.6 	
      “Book Entry Only Participant” means an institution
      that participates directly or indirectly in the Depository’s Book Based
      System for the Warrants;

	 	 	 
	 	1.1.7 	
      “Business Day” means a day which is not Saturday
      or Sunday or a legal holiday in the city of Toronto, Ontario;

	 	 	 
	 	1.1.8 	
      “CDS” means CDS Clearing and Depository Services
      Inc. and its successors in interest;

	 	 	 
	 	1.1.9 	
      “CDS Participant” means a participant in the Book
      Based System or its nominees;

	 	 	 
	 	1.1.10 	
      “Common Shares” means, subject to Article 4, fully
      paid and non-assessable common shares of the share capital of the
      Corporation as presently constituted;

	 	 	 
	 	1.1.11 	
      “Corporation” means Stem Cell Therapeutics Corp.,
      a corporation incorporated under the Business Corporations Act
      (Ontario) and its lawful successors from time to
  time;







- 6 - 

	 	1.1.12 	
      “Corporation’s Auditors” means Ernst & Young
      LLP or any other firm of chartered accountants duly appointed as auditors
      of the Corporation;

	 	 	 
	 	1.1.13 	
      “Counsel” means a barrister or solicitor or a firm
      of barristers and solicitors retained by the Warrant Agent or retained by
      the Corporation and acceptable to the Warrant Agent;

	 	 	 
	 	1.1.14 	
      “Current Market Price” of the Common Shares at any
      date means the volume weighted average of the trading price of the Common
      Shares for the twenty (20) consecutive Trading Days immediately preceding
      such date on the principal stock exchange on which the Common Shares are
      listed and as selected by the directors, or, if such Common Shares are not
      listed on any stock exchange, then on such over the counter market as may
      be selected for such purpose by the directors;

	 	 	 
	 	1.1.15 	
      “Depository” means CDS or a successor depository
      or any other depository offering a similar Book Based System for recording
      beneficial interest in the Warrants which the Corporation, acting
      reasonably, may designate;

	 	 	 
	 	1.1.16 	
      “Director” means a director of the Corporation for
      the time being and, unless otherwise specified herein, reference to action
      “by the directors” means action by the directors of the Corporation
      as a board or, whenever duly empowered, action by any committee of such
      board;

	 	 	 
	 	1.1.17 	
      “Dividends Paid in the Ordinary Course” means cash
      dividends declared payable on the Common Shares in any fiscal year of the
      Corporation to the extent that such cash dividends do not exceed, in the
      aggregate, greater than: (i) twenty percent (20%) of the retained earnings
      of the Corporation as at the end of its immediately preceding fiscal year;
      and (ii) forty percent (40%) of the aggregate consolidated net income of
      the Corporation, determined before computation of extraordinary items, for
      its immediately preceding fiscal year;

	 	 	 
	 	1.1.18 	
      “Effective Date” means the date of this
      Indenture;

	 	 	 
	 	1.1.19 	
      “Exercise Date” means, with respect to any
      Warrant, the date on which the Warrant Certificate representing such
      Warrant is surrendered for exercise together with full payment of the
      Exercise Price in accordance with Section 3.1;

	 	 	 
	 	1.1.20 	
      “Exercise Price” at any time means, the price at
      which one (1) Common Share may be purchased by the exercise of one Warrant
      and which is $0.28, subject to adjustment in accordance with the
      provisions of Article 4, in which case it shall mean the adjusted price in
      effect at such time;

	 	 	 
	 	1.1.21 	
      “Expiry Date” means December 13, 2018;

	 	 	 
	 	1.1.22 	
      “Expiry Time” means 5:00 p.m. (Toronto time) on
      the Expiry Date;







- 7 - 

	 	1.1.23 	
      “Extraordinary Resolution” has the meaning set
      forth in Section 7.11;

	 	 	 	 
	 	1.1.24 	
      “Global Certificate” means a certificate that is
      issued to and registered in the name of CDS;

	 	 	 	 
	 	1.1.25 	
      “Internal Procedures” means in respect of the
      making of any one or more entries to, changes in or deletions of any one
      or more entries in the register of Warrantholders at any time (including
      without limitation, original issuance or registration of transfer of
      ownership), the minimum number of the Warrant Agent’s internal procedures
      customary at such time for the entry, change or deletion effected under
      the operating procedures of the Warrant Agent;

	 	 	 	 
	 	1.1.26 	
      “Issue Date” means the date(s) upon which the
      Warrants are issued;

	 	 	 	 
	 	1.1.27 	
      “NCI Letter of Instruction” means the
      Non-Certificated Inventory system letter of instruction provided by CDS to
      the Warrant Agent in connection with the conversion of Warrants;

	 	 	 	 
	 	1.1.28 	
      “Person” means an individual, body corporate,
      partnership, trust, trustee, executor, administrator, legal representative
      or any unincorporated organization;

	 	 	 	 
	 	1.1.29 	
      “Preferred Shares” means the series 1 non-voting
      first preferred shares in the capital of the Corporation;

	 	 	 	 
	 	1.1.30 	
      “Preferred Unit” means one preferred unit
      consisting of one Preferred Share and three-quarters of one
  Warrant;

	 	 	 	 
	 	1.1.31 	
      “Regulation D” means Regulation D adopted by the
      SEC under the U.S. Securities Act;

	 	 	 	 
	 	1.1.32 	
      “Regulation S” means Regulation S adopted by the
      SEC under the U.S. Securities Act;

	 	 	 	 
	 	1.1.33 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 	 
	 	1.1.34 	
      “Shareholder” means a holder of record of one or
      more Common Shares;

	 	 	 	 
	 	1.1.35 	
      “Subsidiary of the Corporation” or
      “Subsidiary” means any corporation of which more than fifty percent
      (50%) of the outstanding Voting Shares are owned, directly or indirectly,
      by or for the Corporation, provided that the ownership of such shares
      confers the right to elect at least a majority of the board of directors
      of such corporation and includes any corporation in like relation to a
      subsidiary;

	 	 	 	 
	 	1.1.36 	
      “successor corporation” has the meaning set forth
      in Section 8.2;







- 8 - 

	 	1.1.37 	
      “this Warrant Indenture”, “this Indenture”,
      “herein”, “hereby”, “hereof” and similar expressions
      mean and refer to this Indenture and any indenture, deed or instrument
      supplemental hereto; and the expressions “Article”, “Section”,
      “subsection” and “paragraph” followed by a number, letter or both mean and
      refer to the specified Article, Section, subsection or paragraph of this
      Indenture;

	 	 	 
	 	1.1.38 	
      “Trading Day” means, with respect to a stock
      exchange, a day on which such exchange is open for the transaction of
      business;

	 	 	 
	 	1.1.39 	
      “Uncertificated Warrant” means any Warrant which
      is not represented by a Warrant Certificate;

	 	 	 
	 	1.1.40 	
      “Unit” means one unit consisting of one Common
      Share and three-quarters of one Warrant;

	 	 	 
	 	1.1.41 	
      “United States” means the United States of
      America, its territories and possessions, any state of the United States,
      and the District of Columbia collectively;

	 	 	 
	 	1.1.42 	
      “U.S. Person” means “U.S. person” as that term is
      defined in Rule 902 of Regulation S under the U.S. Securities
  Act;

	 	 	 
	 	1.1.43 	
      “U.S. Purchaser” means any holder of Warrants
      originally purchased from the Corporation by a person who is a U.S.
      Person, a person in the United States or a person that purchased the
      Warrants for the account or benefit of a U.S. Person or a person in the
      United States;

	 	 	 
	 	1.1.44 	
      “U.S. Securities Act” means the United States
      Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder;

	 	 	 
	 	1.1.45 	
      “U.S. Securities Exchange Act” means the United
      States Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder;

	 	 	 
	 	1.1.46 	
      “Voting Shares” means shares of the capital stock
      of any class of any corporation carrying voting rights under all
      circumstances, provided that, for the purposes of such definition, shares
      which only carry the right to vote conditionally on the happening of an
      event shall not be considered Voting Shares, whether or not such event
      shall have occurred, nor shall any shares be deemed to cease to be Voting
      Shares solely by reason of a right to vote accruing to shares of another
      class or classes by reason of the happening of any such event;

	 	 	 
	 	1.1.47 	
      “Warrant Agency” means one of the principal
      offices of the Warrant Agent in the city of Toronto or such other place(s)
      as may be designated in accordance with subsection
3.1.3;







- 9 - 

	 	1.1.48 	
      “Warrant Agent” means Computershare Trust Company
      of Canada in its capacity as Warrant Agent, or its successors from time to
      time in the trust hereby created;

	 	 	 
	 	1.1.49 	
      “Warrant Certificate” means a certificate,
      substantially in the form set forth in Schedule “A” hereto, issued on or
      after the Issue Date to evidence the Warrants;

	 	 	 
	 	1.1.50 	
      “Warrant Exercise Form” means an exercise form,
      substantially in the form set forth in Schedule “A” hereto, delivered by a
      Warrantholder to the Warrant Agency at any time after the Issue Date and
      prior to the Expiry Time;

	 	 	 
	 	1.1.51 	
      “Warrantholders”, or “holders” without
      reference to Common Shares, means the persons who are registered owners of
      Warrants;

	 	 	 
	 	1.1.52 	
      “Warrantholders’ Request” means an instrument
      signed in one or more counterparts by Warrantholders entitled to acquire
      in the aggregate not less than ten percent (10%) of the aggregate number
      of Common Shares which could be acquired pursuant to all Warrants then
      unexercised and outstanding, requesting the Warrant Agent to take some
      action or proceeding specified therein;

	 	 	 
	 	1.1.53 	
      “Warrants” means the Warrants created by and
      authorized by and issuable under this Indenture to be issued and
      countersigned hereunder in certificated form and/or held through the book
      entry registration on a no certificate issued basis, whether by way of
      Warrant Certificate or Uncertificated Warrant; and

	 	 	 
	 	1.1.54 	
      “written order of the Corporation”, “written
      request of the Corporation”, “written consent of the
      Corporation” and “certificate of the Corporation” mean,
      respectively, a written order, request, consent and certificate signed in
      the name of the Corporation by its Chairman, Chief Executive Officer,
      Chief Operating Officer, Chief Financial Officer, President, Secretary or
      any Vice President, or a liaison acting in any such capacity for the
      Corporation and may consist of one or more instruments so
  executed.




	1.2 	
      Gender and Number



Unless herein otherwise expressly provided or unless the
context otherwise requires, words importing the singular include the plural and
vice versa and words importing gender include all genders. 

	1.3 	
      Interpretation not Affected by Headings,
    etc.



The division of this Indenture into Articles, Sections and
subsections, 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. 




- 10 - 

	1.4 	
      Day not a Business Day



In the event that any day on or before which any action is
required to be taken hereunder is not a Business Day, then such action shall be
required to be taken at 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 of this Indenture.

	1.6 	
      Currency



Except as otherwise expressly provided, all dollar amounts
herein are expressed in Canadian dollars. 

	1.7 	
      Assignment



This Indenture may not be assigned by either party hereto
without the consent in writing of the other party. This Indenture shall enure to
and bind the parties and their lawful successors and permitted assigns. 

	1.8 	
      Applicable Law and
Jurisdiction



This Indenture and the Warrant Certificates and all documents
relating thereto, which by common accord have been and will be drafted in
English, shall be construed 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. 

Each party to this Indenture, by its execution hereof, hereby
irrevocably submits to the exclusive jurisdiction of the Courts of the Province
of Ontario for the purpose of any action, claim, cause of action or suit (in
contract, delict or otherwise), inquiry, proceeding or investigation arising out
of or based upon this Indenture, Warrant Certificates or all documents relating
thereto. 

ARTICLE 2 - ISSUE OF WARRANTS 

	2.1 	
      Creation and Issue of
Warrants



Up to 117,857,142 Warrants are hereby authorized, all in
accordance with the terms and conditions hereof. The Warrant Certificates shall
be certified and delivered by the Warrant Agent to such persons as the
Corporation may direct by written order of the Corporation. 

	2.2 	
      Terms of the Warrants

	 	 	 
		2.2.1 	
      Each whole Warrant shall entitle the holder thereof, upon
      exercise, together with the payment of the Exercise Price, to acquire one
      (1) Common Share, subject to adjustment in accordance with Article 4, at
      any time after the Issue Date until the Expiry
Time.







- 11 - 

	 	2.2.2 	
      No fractional Warrants shall be issued or otherwise
      provided for hereunder. Any fractional entitlements shall be rounded down
      to the nearest whole number and a purchaser or holder of any Warrant shall
      not be entitled to any cash or other consideration in lieu of any
      fractional interest in a Warrant or claim thereto.

	 	 	 
	 	2.2.3 	
      Each Warrant shall entitle the holder thereof to such
      other rights and privileges as are set forth in this Indenture.

	 	 	 
	 	2.2.4 	
      The number of Common Shares which may be purchased
      pursuant to the Warrants and the Exercise Price therefor shall be adjusted
      in the events and in the manner specified in Article 4.

	 	 	 
	 	2.2.5 	
      Upon the exercise of the Warrants, the Corporation shall
      issue Common Shares required to fulfill its obligation to sell Common
      Shares upon the exercise of the Warrants.




	2.3 	
      Warrantholder not a
Shareholder



Except as may be specifically provided herein, nothing in this
Indenture or in the holding of a Warrant or Warrant Certificate or otherwise,
shall, in itself, confer or be construed as conferring upon a Warrantholder any
right or interest whatsoever as a Shareholder or as any other shareholder of the
Corporation, 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 Corporation, or the right to receive dividends and other distributions. 

	2.4 	
      Warrants to Rank Pari
  Passu



All Warrants shall rank equally and without preference over
each other, whatever may be the actual date of issue thereof. 

	2.5 	
      Form of Warrants



The Warrants may be issued in both certificated and
uncertificated form at the discretion of the Corporation and pursuant to the
procedures in this Indenture. For the avoidance of doubt, each Warrant
originally issued to a U.S. Purchaser shall be evidenced in certificated form.
The Warrant Certificates in definitive form evidencing the Warrants authorized
in Section 2.1 shall be issuable as fully registered (including all replacements
issued in accordance with this Indenture), shall be substantially in the form
set out in Schedule “A” hereto, shall be dated as of the Issue Date, shall bear
such distinguishing letters and numbers as the Corporation may, with the
approval of the Warrant Agent, prescribe, and shall be issuable in any
denomination excluding fractions. All Warrants issued to CDS shall be evidenced
by a book position on the register of Warrantholders to be maintained by the
Warrant Agent in accordance with Section 2.13. 




- 12 - 

	2.6 	
      Execution of Warrant
Certificates



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

	2.7 	
      Certification by the Warrant Agent

	 	 	 
		2.7.1 	
      No Warrant Certificate shall be issued or, if issued,
      shall be valid for any purpose or entitle the holder to the benefit hereof
      until it has been certified by manual signature by or on behalf of the
      Warrant Agent by its authorized signing officers substantially in the form
      of the Warrant Certificate, and such certification by the Warrant Agent
      upon any Warrant Certificate shall be conclusive evidence as against the
      Corporation that the Warrant Certificate so certified has been duly issued
      hereunder and that the holder is entitled to the benefits
hereof.

	 	 	 
		2.7.2 	
      No Uncertificated Warrant shall be issued or, if issued,
      shall be valid for any purpose or entitle the holder to the benefit hereof
      until it has been certified by the Warrant Agent, once its Internal
      Procedures have been completed (whether upon original issuance, exchange,
      registration of transfer, partial payment, or otherwise) and the
      Corporation shall, and hereby acknowledges that it shall, thereupon be
      deemed to have duly and validly issued such Uncertificated Warrants under
      this Indenture. Such certification shall be conclusive evidence that such
      Uncertificated Warrant has been duly issued hereunder and that the holder
      or holders are entitled to the benefits of this Indenture. The register
      shall be final and conclusive evidence as to all matters relating to
      Uncertificated Warrants with respect to which this Indenture requires the
      Warrant Agent to maintain records or accounts. In case of differences
      between the register at any time and any other time, the register at the
      later time shall be controlling, absent manifest error, and such
      Uncertificated Warrants are binding on the Corporation.

	 	 	 
		2.7.3 	
      The certification of the Warrant Agent on Warrant
      Certificates and/or Uncertificated Warrants issued hereunder shall not be
      construed as a representation or warranty by the Warrant Agent as to the
      validity of this Indenture or the Warrant Certificates (except the due
      certification thereof) or as to the performance by the Corporation of its
      obligations under this Indenture, and the Warrant Agent shall in no
      respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the
consideration therefor except as otherwise specified herein. 







- 13 - 

	2.8 	
      Issue in Substitution for Warrant Certificates Lost,
      etc.

	 	 	 
		2.8.1 	
      If any Warrant Certificate becomes mutilated or is lost,
      destroyed or stolen, the Corporation, subject to applicable law, shall
      issue and thereupon the Warrant Agent shall certify and deliver, a new
      Warrant Certificate of like tenor as the one mutilated, lost, destroyed or
      stolen in exchange for and in place of and upon 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 the
      Warrants evidenced thereby shall be entitled to the benefits hereof and
      shall rank equally in accordance with its terms with all other Warrants
      issued or to be issued hereunder.

	 	 	 
		2.8.2 	
      The applicant for the issue of a new Warrant Certificate
      pursuant to this Section 2.8 shall bear the cost of the issue thereof and
      in case of loss, destruction or theft shall, as a condition precedent to
      the issuance thereof, furnish to the Corporation 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 Corporation and to the Warrant Agent, in their sole discretion, and
      such applicant may also be required to furnish an indemnity and surety
      bond in amount and form satisfactory to the Corporation and the Warrant
      Agent, in their sole discretion, and shall pay the reasonable charges of
      the Corporation and the Warrant Agent in connection therewith.

	 	 	 
		2.8.3 	
      Warrant Certificates may be replaced only at the Warrant
      Agency or at any other place that is designated by the Corporation with
      the approval of the Warrant Agent.

	 	 	 
	2.9 	
      Exchange of Warrant Certificates

	 	 	 
		2.9.1 	
      Any one or more Warrant Certificates representing any
      number of Warrants may, upon compliance with the reasonable requirements
      of the Warrant Agent (including compliance with applicable securities
      legislation), be exchanged for one or more other Warrant Certificates
      representing the same aggregate number of Warrants as represented by the
      Warrant Certificate or Warrant Certificates so exchanged.

	 	 	 
		2.9.2 	
      Warrant Certificates may be exchanged only at the Warrant
      Agency or at any other place that is designated by the Corporation with
      the approval of the Warrant Agent. Any Warrant Certificate tendered for
      exchange shall be cancelled and surrendered by the Warrant Agency to the
      Warrant Agent.







- 14 - 

	2.10 	
      Transfer and Ownership of Warrants

	 	 	 
		2.10.1 	
      Subject to Section 2.14, the Warrants may only be
      transferred on the register kept by the Warrant Agent at the Warrant
      Agency by the holder or its legal representatives or its attorney duly
      appointed by an instrument in writing in form and execution satisfactory
      to the Warrant Agent upon surrendering to the Warrant Agent at the Warrant
      Agency the Warrant Certificates representing the Warrants to be
      transferred and upon compliance with: (i) the conditions herein; (ii) such
      reasonable requirements as the Warrant Agent may prescribe; and (iii) all
      applicable securities legislation and requirements of regulatory
      authorities; and such transfer shall be duly noted in such register by the
      Warrant Agent. Upon compliance with such requirements, the Warrant Agent
      shall issue to the transferee a Warrant Certificate representing the
      Warrants transferred.

	 	 	 
		2.10.2 	
      Subject to the provisions of this Indenture and
      applicable law, the Warrantholder shall be entitled to the rights and
      privileges attaching to the Warrants and the issue of Common Shares by the
      Corporation upon the exercise of Warrants in accordance with the terms and
      conditions herein contained shall discharge all responsibilities of the
      Corporation and the Warrant Agent with respect to such Warrants and
      neither the Corporation nor the Warrant Agent shall be bound to inquire
      into the title of any such holder.

	 	 	 
		2.10.3 	
      A Warrant shall be transferable by surrender of the
      Warrant Certificate relating thereto, accompanied by proper instruments of
      transfer in suitable form satisfactory to the Warrant Agent for transfer
      by delivery with the same effect as in the case of a negotiable instrument
      executed by the Warrantholder or his executors, administrators or other
      legal representatives or his or their attorney duly appointed by an
      instrument in form and execution satisfactory to the Warrant Agent;
      provided that no transfer of any Warrant will be valid unless duly entered
      on the transfer register referred to in subsection 2.10.1.

	 	 	 
		2.10.4 	
      A transferee of any Warrant will, after surrender to the
      Warrant Agent of the Warrant Certificate evidencing such Warrant as
      required by subsection 2.10.3 and upon compliance with all other
      conditions in respect thereof required by this Indenture or by law, be
      entitled to be entered on the transfer register and on the Warrant
      register as the owner of such Warrant, and the Warrant Agent shall issue
      to the transferee a Warrant Certificate evidencing the Warrants
      transferred.

	 	 	 
		2.10.5 	
      The Warrant Agent was informed by the Corporation that
      the Warrants and the Common Shares issuable upon exercise thereof have not
      been registered under the U.S. Securities Act, or the securities laws of
      any state of the United States, and may not be offered, sold or
      transferred in the United States, or to or for the account or benefit of,
      a U.S. Person, unless the Warrants and the Common Shares issuable upon
      exercise thereof have been registered under the U.S. Securities Act and
      the securities laws of all applicable states of the
  United States or an exemption from registration under the U.S.
Securities Act and applicable state securities law is available and the holder
of the Warrant has presented to the Corporation evidence of the availability of
the exemption satisfactory to the Corporation. 







- 15 - 

	 	2.10.6 	
      The Warrant Agent shall retain until the sixth
      anniversary of the termination of this Indenture all instruments of
      transfer of Warrants which are lodged for registration, including the
      details shown thereon of the persons by or through whom they were lodged,
      all cancelled Warrants and all other related documents.

	 	 	 
	 	2.10.7 	
      Notwithstanding any provision to the contrary contained
      in this Indenture, the Corporation is entitled to require, add or adopt
      certain conditions precedent to the transfer of Warrants to ensure
      compliance with all applicable securities legislation and requirements of
      regulatory authorities, and may direct the Warrant Agent to refuse to
      recognize any transfer, or enter the name of any transferee, of a Warrant
      on the transfer register if such transfer would constitute a violation of
      any applicable securities legislation or requirements of regulatory
      authorities or require the Corporation to qualify the Common Shares for
      distribution in any jurisdiction.

	 	 	 
	 	2.10.8 	
      To the extent not inconsistent with the terms of this
      Indenture, the provisions of the Securities Transfer Act in respect
      of the transfer of securities, as amended from time to time, shall apply
      mutatis mutandis to the transfer of Warrants.

	 	 	 
	 	2.10.9 	
      Warrants bearing the legend set forth in Section 2.16.2
      may not be transferred except pursuant to registration or compliance with
      exemptions therefrom under the U.S. Securities Act and all applicable
      state securities laws, and the Warrant Agent agrees not to register any
      transfer of the Warrants so legended unless, in addition to the other
      requirements set forth herein, the Warrantholder has executed and
      delivered to the Warrant Agent a declaration in the form attached as
      Schedule “B” hereto (or as the Corporation may otherwise prescribe) to the
      effect that the transfer is being made pursuant to Rule 904 of Regulation
      S under the U.S. Securities Act, and in such case the Warrant Certificate
      issued to the transferee shall not include the legend set forth in Section
      2.16.




	2.11 	
      Charges for Exchange or
Transfer



The transfer or the exchange of any Warrant Certificate or the
issue of a new Warrant Certificate pursuant hereto shall be subject to the
payment of a reasonable fee levied by the Warrant Agent in addition to the
reimbursement of the Warrant Agent or the Corporation for any and all transfer,
stamp or similar taxes or other governmental charges required to be paid, and
such payment shall be made by the holder requesting a transfer or exchange as a
condition precedent to such transfer or exchange. 




- 16 - 

	2.12 	
      Cancellation of Surrendered
  Warrants



All Warrant Certificates surrendered pursuant to Sections 2.8,
2.9, 2.10, 3.1, 3.3, 3.4 or 5.1 shall be returned to the Warrant Agent for
cancellation and, after the expiry of any period of retention prescribed by law,
destroyed by the Warrant Agent. 

	2.13 	
      Registration of Warrants



The Corporation hereby appoints the Warrant Agent as registrar
and transfer agent of the Warrants. The Warrant Agent shall, at all times while
any Warrants are outstanding, keep at the Warrant Agency: (i) a register of
Warrantholders 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 (ii) a register of transfers in which all transfers of Warrants and
the date and other particulars of each transfer shall be entered. Branch
registers shall also be kept at such other place or places, if any, as the
Corporation, with the approval of the Warrant Agent, may designate. Such
registers will at all reasonable times be open for inspection by the Corporation
and/or any Warrantholder. The Warrant Agent will from time to time when
requested in writing to do so by the Corporation or any Warrantholder, upon
payment of the Warrant Agent’s reasonable charges, furnish a list of the names
and addresses of Warrantholders showing the number of Warrants held by each such
Warrantholder. 

	2.14 	
      CDS and Depository

	 	 	 
		2.14.1 	
      The Corporation may elect to issue all or a portion of
      the Warrants in “book entry form”, such Warrants to be represented
      by a registered permanent Global Certificate. The Global Certificate shall
      be held by, or on behalf of, the Depository as custodian of the CDS
      Participants and shall be registered in the name of “CDS & CO.” or
      such other name as the Depository may use from time to time as its nominee
      for the purposes of the Book Based System. For the avoidance of doubt, any
      Warrants sold in the United States must be in the form of a definitive
      Certificate and will not be included in the Global Certificate unless
      ownership is transferred or exchanged to a holder that is outside of the
      United States.

	 	 	 
		2.14.2 	
      Any Global Certificate shall bear a legend in
      substantially the following form, subject to modification as required by
      the Depository:

	 	 	 
			
      “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
      REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO
      STEM CELL THERAPEUTICS CORP. (THE “ISSUER”) OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH
      OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY
      PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY
INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A
VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS
CERTIFICATE.” 







- 17 - 

	 	2.14.3 	
      Subject to Section 2.10, transfers and registrations to
      ownership in Warrants represented by the Global Certificate will only be
      made to another nominee of the Depository, and neither the Corporation nor
      the Warrant Agent shall be under any obligation to deliver to participants
      of the Depository, nor shall such participants have any right to require
      the delivery of a Warrant Certificate.

	 	 	 	 
	 	2.14.4 	
      Subject to Sections 2.9 and 2.10, in the event of a
      transfer or exchange of ownership, in compliance with applicable laws, of
      any Warrants, that are represented by a definitive Warrant Certificate,
      the definitive Warrant Certificate may be surrendered at the Depository
      for cancellation by the Warrant Agent and the registration of new
      beneficial interest in such Warrants may be represented by the Global
      Certificate, which shall be increased by the number of Warrants
      represented by the Warrant Certificate so surrendered.

	 	 	 	 
	 	2.14.5 	
      Unless the Book Based System is terminated or unless
      required to do so by applicable law, or unless otherwise requested and
      agreed to by the Corporation, owners of the beneficial interests in the
      Warrants represented by the Global Certificate, shall not receive Warrants
      registered in their names, shall not receive or Warrant Certificates in
      definitive form and shall not be considered registered owners or
      registered holders thereof under this Indenture or any supplemental
      agreement except in circumstances where CDS resigns or is removed from its
      responsibility and the Warrant Agent is unable or does not wish to locate
      a qualified successor. Beneficial interests in the Global Certificate will
      be represented only through the Book Based System. The Corporation and the
      Warrant Agent shall not have any responsibility or liability for any
      aspects of the records relating to or payments made by CDS, or its
      nominee, on account of the beneficial interests in the Warrants. Nothing
      herein shall prevent the Beneficial Owners from voting such
    Warrants.

	 	 	 	 
	 	2.14.6 	
      Notwithstanding anything herein to the contrary, neither
      the Corporation nor the Warrant Agent nor any agent thereof shall have any
      responsibility or liability for:

	 	 	 	 
	 		(a) 	
      the electronic records maintained by the Depository
      relating to any ownership interests or any other interests in the Warrants
      or the depository system maintained by the Depository, or payments made on
      account of any ownership interest or any other interest of any person in
      any Warrant represented by an electronic position in the Book Based System
      (other than the Depository or its nominee);







- 18 - 

	 		(b) 	
      maintaining, supervising or reviewing any records of the
      Depository or any Book Entry Only Participant relating to any such
      interest; or

	 	 	 	 
	 		(c) 	
      any advice or representation made or given by the
      Depository or those contained herein that relate to the rules and
      regulations of the Depository or any action to be taken by the Depository
      on its own direction or at the direction of any Book Entry Only
      Participant.

	 	 	 	 
	 	2.14.7 	
      All references herein to actions by, notices given or
      payments made to Warrantholders shall, where Warrants are held through
      CDS, refer to actions taken by, or notices given or payments made to, CDS
      upon instruction from the CDS Participants in accordance with its rules
      and procedures. For the purposes of any provision hereof requiring or
      permitting actions with the consent of or at the direction of
      Warrantholders evidencing a specified percentage of the aggregate Warrants
      outstanding, such direction or consent may be given by holders of Warrants
      acting through CDS and the CDS Participants owning Warrants evidencing the
      requisite percentage of the Warrants. The rights of a Warrantholder whose
      Warrants are held through CDS shall be exercised only through CDS and the
      CDS Participants and shall be limited to those established by law and
      agreements between such holders and CDS and the CDS Participants upon
      instructions from the CDS Participants. Each of the Warrant Agent and the
      Corporation may deal with CDS for all purposes (including the making of
      payments) as the authorized representative of the respective Warrantholder
      and such dealing with CDS shall constitute satisfaction or performance, as
      applicable, of their respective obligations hereunder.

	 	 	 	 
	 	2.14.8 	
      For so long as Warrants are held through CDS, if any
      notice or other communication is required to be given to Warrantholders,
      the Warrant Agent and or the Corporation will give such notices and
      communications to CDS.

	 	 	 	 
	 	2.14.9 	
      If CDS resigns or is removed from its responsibility as
      depository and the Warrant Agent is unable or does not wish to locate a
      qualified successor, CDS shall surrender the Global Certificate to the
      Warrant Agent with instructions for registration of Warrants in the name
      and in the amount specified by CDS and the Corporation shall issue, and
      the Warrant Agent shall certify and deliver, the aggregate number of
      Warrants then outstanding in the form of definitive Warrant Certificates
      representing such Warrants.




	2.15 	
      NCI Letter of Instruction



Notwithstanding anything to the contrary set out in this
Indenture, all physical Warrant Certificates issued to CDS may be surrendered to
the Warrant Agent for an electronic position on the register of Warrantholders
to be maintained by the Warrant Agent in accordance with this Indenture. All
Warrants maintained in such electronic position will entitle the registered
holders thereof to the same benefits as those registered holders who hold
Warrants in physical certificated form and this Indenture and the provisions
contained herein will apply, mutatis mutandis, to such Warrants held in such electronic
position. It is understood and agreed by the parties that, unless the Warrant
Agent is otherwise in a position to perform electronic exercises, in every
instance where Warrants held in an electronic position through CDS are to be
exercised in whole or in part, it shall be sufficient for the Warrant Agent to
exercise such Warrants upon receiving either the attached exercise form executed
by CDS or a NCI Letter of Instruction in a form agreed upon by the Warrant Agent
and CDS, or such other form that they may be agreed to by the Warrant Agent and
CDS from time to time. 




- 19 - 

	2.16 	
      Legends

	 	 	 	 
		2.16.1 	
      The Warrant Agent acknowledges and understands that the
      Warrants issued hereunder and the Common Shares issuable upon exercise of
      a Warrant have been issued in Canada pursuant to applicable exemptions
      from securities laws. The Warrant Agent further understands and
      acknowledges that, if applicable, upon the original issuance thereof, and
      until such time as the same is no longer required under applicable
      requirements of Canadian securities laws, certificates representing the
      Warrants issued hereunder and all certificates issued in exchange therefor
      or in substitution thereof, shall be overprinted with the following
      legend:

	 	 	 	 
			
      “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 14,
      2013.”

	 	 	 	 
			
      “WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE
      AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
      OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE
      OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT
      UNTIL APRIL 14, 2013.”

	 	 	 	 
		2.16.2 	
      The Warrant Agent acknowledges and understands that the
      Warrants issued hereunder and the Common Shares issuable upon exercise of
      a Warrant have not been and will not be registered under the U.S.
      Securities Act or any applicable U.S. state securities laws. The Warrant
      Agent further understands and acknowledges that upon the original issuance
      thereof, and until such time as the same is no longer required under
      applicable requirements of the U.S. Securities Act or applicable U.S.
      state securities laws, certificates representing the Warrants issued
      hereunder originally issued to a U.S. Purchaser, and all certificates
      issued in exchange therefor or in substitution thereof, shall be
      overprinted with the following legend:







- 20 - 

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES
LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT
OF STEM CELL THERAPEUTICS CORP. (THE “CORPORATION”) THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE
CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH LOCAL LAW, (C) WITHIN THE
UNITED STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND, IN EACH CASE, IN COMPLIANCE
WITH ALL APPLICABLE STATE SECURITIES LAWS AFTER, IN THE CASE OF TRANSFERS
PURSUANT TO CLAUSES (C) OR (D) THE SELLER FURNISHES TO THE CORPORATION AN
OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER SUCH EVIDENCE, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF
THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS
ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE CORPORATION IS A “FOREIGN
ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW
CERTIFICATE BEARING NO LEGEND DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”
MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS REGISTRAR AND
TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED
DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT
THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
THE 1933 ACT OR IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS. 

provided, that if the Warrants
are being sold in compliance with the requirements of Rule 904 of Regulation S
and in compliance with local laws and regulations, and provided further that the
Corporation is a “foreign issuer” within the meaning of Regulation S at the time
of sale, any such legend may be removed by providing a declaration to the
Warrant Agent to the effect set forth in Schedule “B” hereto (or as the
Corporation may reasonably prescribe from time to time); and 




- 21 - 

provided, further that, if a
holder resells any Warrants under subsection (C) or (D) above, the legend may be
removed by delivery to Warrant Agent of an opinion of counsel, of recognized
standing in form and substance reasonably satisfactory to the Corporation, that
such legend is no longer required under applicable requirements of the 1933 Act
and applicable state securities laws, or such other evidence as the Corporation
or Warrant Agent may reasonably request. 

	 	2.16.3 	
      The Warrant Certificates, and all certificates issued in
      exchange therefore or in substitution thereof, shall bear, in addition to
      the legends above, the following legend:

	 	 	 
	 		
      THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE
      HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF
      THE CORPORATION THAT SUCH SECURITIES MAY NOT BE EXERCISED IN THE UNITED
      STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S.
      PERSON UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933
      ACT AND ALL APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. THE TERMS
      “UNITED STATES” AND “U.S. PERSON ARE AS DEFINED IN REGULATION S UNDER THE
      1933 ACT.



ARTICLE 3 - EXERCISE OF WARRANTS 

	3.1 	
      Method of Exercise of Warrants

	 	 	 
		3.1.1 	
      The holder of any Warrant may exercise the right
      conferred on such holder to acquire Common Shares by surrendering, after
      the Issue Date and prior to the Expiry Time, to the Warrant Agency, (i)
      the Warrant Certificate representing such Warrant, with a duly completed
      and executed Warrant Exercise Form, (ii) together with a certified cheque,
      money order or bank draft, in lawful money of Canada payable to or to the
      order of the Corporation at par in the city where the Warrant Agency is
      located in an amount equal to the Exercise Price multiplied by the number
      of Common Shares subscribed for. In accordance with Section 2.14, if
      Warrants are exercised through CDS, the payment of such exercise will be
      done electronically by CDS to the Warrant Agent. The Warrant Agent will,
      within five (5) days, send such payment to the Corporation.

	 	 	 
			
      A Warrant Certificate with the duly completed and
      executed Warrant Exercise Form referred to in this subsection 3.1.1 shall
      be deemed to be surrendered only upon personal delivery thereof or, if
      sent by mail or other means of transmission, upon actual receipt thereof
      at, in each case, the Warrant Agency, provided that such Warrant Certificate is accompanied by the
requisite certified cheque, bank draft or money order in the amount of the
aggregate Exercise Price for the Warrants represented thereby that are being
exercised. 







- 22 - 

	 	3.1.2 	
      Any Warrant Exercise Form referred to in subsection 3.1.1
      shall be signed by the Warrantholder and shall specify:

	 	 	 	 
	 		(a) 	
      the number of Common Shares which the holder wishes to
      acquire (being not more than those which the holder is entitled to acquire
      pursuant to the Warrant Certificate(s) surrendered);

	 	 	 	 
	 		(b) 	
      the person or persons in whose name or names such Common
      Shares are to be issued;

	 	 	 	 
	 		(c) 	
      the address or addresses of such person or
  persons;

	 	 	 	 
	 		(d) 	
      if an individual, the social insurance number of such
      person or persons; and

	 	 	 	 
	 		(e) 	
      the number of Common Shares to be issued to each such
      person if more than one is so specified.

	 	 	 	 
			
      If any of the Common Shares subscribed for are to be
      issued and registered in the name or names of a person or persons other
      than the Warrantholder, the Warrantholder shall pay to the Corporation or
      the Warrant Agency on behalf of the Corporation, all applicable transfer
      or similar taxes and the Corporation shall not be required to issue or
      deliver certificates evidencing Common Shares unless or until such
      Warrantholder shall have paid to the Corporation, or the Warrant Agency on
      behalf of the Corporation, the amount of such tax or shall have
      established to the satisfaction of the Corporation that such tax has been
      paid or that no tax is due.

	 	 	 	 
	 	3.1.3 	
      In connection with the exchange of Warrant Certificates
      and exercise of Warrants and compliance with such other terms and
      conditions hereof as may be required, the Corporation has appointed the
      principal offices of the Warrant Agent in Toronto as the Warrant Agency at
      which Warrant Certificates may be surrendered for exchange, transfer or
      repurchase or at which Warrants may be exercised and the Warrant Agent has
      accepted such appointment. The Corporation may from time to time designate
      alternate or additional places as a Warrant Agency upon notice to and
      consent of the Warrant Agent of any change of any Warrant Agency. The
      Corporation shall give notice to Warrantholders of any change of a Warrant
      Agency.

	 	 	 	 
	 	3.1.4 	
      Subject to and upon compliance with the terms of Article
      3, a beneficial holder of Uncertificated Warrants evidenced by a security
      entitlement in respect of Warrants in the Book Based System may exercise
      the right of purchase by causing a Book Entry Only Participant to deliver
      to the Depository on behalf of the entitlement holder, notice of the
      owner’s intention to exercise the Warrants in a manner acceptable to the Depository. Forthwith upon
receipt by the Depository of such notice, as well as payment for the Exercise
Price, the Depository shall deliver to the Warrant Agent an NCI Letter of
Instruction confirming its intention to exercise Warrants in a manner acceptable
to the Warrant Agent, including by electronic means through the Book Based
System. 







- 23 - 

	 	3.1.5 	
      Payment representing the aggregate Exercise Price must be
      provided to the appropriate office of the Book Entry Only Participant in a
      manner acceptable to it. A notice in form acceptable to the Book Entry
      Only Participant and payment from such beneficial holder should be
      provided to the Book Entry Only Participant sufficiently in advance so as
      to permit the Book Entry Only Participant to deliver notice and payment to
      the Depository and for the Depository in turn to deliver notice and
      payment to the Warrant Agent prior to the Expiry Time. The Depository will
      initiate the exercise by way of the NCI Letter of Instruction and will
      forward the aggregate Exercise Price electronically to the Warrant Agent
      and the Warrant Agent will execute the exercise by issuing to the
      Depository through the Book Based System the Common Shares to which the
      exercising Warrantholder is entitled pursuant to the exercise. Any expense
      associated with the exercise process will be for the account of the
      entitlement holder exercising the Warrants and/or the Book Entry Only
      Participant exercising the Warrants on its behalf.

	 	 	 
	 	3.1.6 	
      By causing a Book Entry Only Participant to deliver
      notice to the Depository, a Warrantholder shall be deemed to have
      irrevocably surrendered his or her Warrants so exercised and appointed
      such Book Entry Only Participant to act as his or her exclusive settlement
      agent with respect to the exercise and the receipt of Common Shares in
      connection with the obligations arising from such exercise.

	 	 	 
	 	3.1.7 	
      Any notice which the Depository determines to be
      incomplete, not in proper form, or not duly executed shall for all
      purposes be void and of no effect and the exercise to which it relates
      shall be considered for all purposes not to have been exercised thereby. A
      failure by a Book Entry Only Participant to exercise or to give effect to
      the settlement thereof in accordance with the Warrant holder’s
      instructions will not give rise to any obligations or liability on the
      part of the Corporation or Warrant Agent to the Book Entry Only
      Participant or the Warrantholder.

	 	 	 
	 	3.1.8 	
      Any exercise form or other Letter of Instruction referred
      to in Article 3 shall be signed by the registered Warrantholder, or its
      executors or administrators or other legal representatives or an attorney
      of the registered Warrantholder, duly appointed by an instrument in
      writing satisfactory to the Warrant Agent but such exercise form need not
      be executed by the Depository.

	 	 	 
	 	3.1.9 	
      Any exercise referred to in Section 3.1 shall require
      that the entire Exercise Price for Common Shares subscribed must be paid
      at the time of subscription and such Exercise Price and original exercise form or other
Letter of Instruction executed by the registered Warrantholder or the Depository
must be received by the Warrant Agent prior to the Warrant Expiry Time. 







- 24 - 

	 	3.1.10 	
      A beneficial owner of Warrants issued in non-certificated
      form who desires to exercise his or her Warrants must do so by causing a
      CDS participant to deliver to the Depository on behalf of the entitlement
      holder, notice of the owner’s intention to exercise Warrants in a manner
      acceptable to the Depository. Forthwith upon receipt by the Depository of
      such notice, as well as payment for the Exercise Price, the Depository
      shall deliver to the Warrant Agent confirmation of its intention to
      exercise Warrants in a manner acceptable to the Warrant Agent, including
      by electronic means through the book based registration system. An
      electronic exercise of the Warrants initiated by the CDS participant
      through the book based registration system shall constitute a
      representation to both the Company and the Warrant Agent that the
      beneficial owner at the time of exercise of such Warrants (i) is not in
      the United States; (ii) is not a U.S. Person and is not exercising such
      Warrants on behalf of a U.S. Person or a Person in the United States; and
      (iii) did not execute or deliver the notice of the owner’s intention to
      exercise such Warrants in the United States. If the Participant is not
      able to make or deliver the foregoing representation by initiating the
      electronic exercise of the Warrants, then such Warrants shall be removed
      from the book based registration system and an individually registered
      Warrant Certificate shall be issued to such beneficial owner or CDS
      participant and the exercise procedures set forth in Section 3.1 shall be
      followed. Any expense associated with the preparation and delivery of
      Warrant Certificates and/or Warrant subscription forms will be for the
      account of the beneficial owner exercising such Warrants.

	 	 	 
	 	3.1.11 	
      It is understood and agreed by the parties hereto that,
      unless the Warrant Agent is otherwise in a position to perform electronic
      conversions, in every instance where Warrants held in an electronic
      position through the Depository are to be converted, in whole or in part,
      such Warrants being converted shalt not be certificated, and it shall be
      sufficient for the Warrant Agent to convert such Warrants upon receiving
      either the attached exercise form executed by the Depository or an NCI
      Letter of Instruction in a form agreed upon by the Warrant Agent and the
      Depository, or such other form that they may require from time to time
      along with a certified cheque, bank draft or money order in lawful money
      of Canada payable to or to the order of the Company at par in Toronto,
      Ontario in an amount equal to the Exercise Price multiplied by the number
      of Shares being purchased.




	3.2 	
      Effect of Exercise of Warrants

	 	 	 
		3.2.1 	
      Upon the exercise of Warrants pursuant to Section 3.1 and
      subject to Section 3.3, the Common Shares to be issued pursuant to the
      Warrants exercised shall be deemed to have been issued and the person or
      persons to whom such Common Shares are to be issued and registered shall
      be deemed to have become the holder or holders of record of such Common
Shares on the Exercise Date unless the transfer registers of the Corporation
shall be closed on such date, in which case the Common Shares subscribed for
shall be deemed to have been issued and such person or persons deemed to have
become the holder or holders of record of such Common Shares, on the date on
which such transfer registers are reopened. It is hereby understood that in
order for persons to whom Common Shares are issued to become holders of Common
Shares on record on the Exercise Date, beneficial holders must commence the
exercise process sufficiently in advance so that the Warrant Agent is in receipt
of all items of exercise at least one (1) Business Day prior to such Exercise
Date. 







- 25 - 

		3.2.2 	
      Within five (5) Business Days after the Exercise Date
      with respect to a Warrant, the Corporation shall (i) cause to be mailed to
      the person or persons in whose name or names such Warrant is registered
      or, (ii) if so specified in writing by the holder, cause to be delivered
      to such person or persons at the Warrant Agency where the Warrant
      Certificate was surrendered, a certificate or certificates for the
      appropriate number of Common Shares subscribed for or any other
      appropriate evidence of the issuance of Common Shares to such person or
      persons in respect of Common Shares issued under the Book Based
    System.

	 	 	 
	3.3 	
      Partial Exercise of Warrants; Fractions

	 	 	 
		3.3.1 	
      The holder of any Warrants may exercise his right to
      acquire a number of Common Shares less than the aggregate number which the
      holder is entitled to acquire pursuant to the surrendered Warrant
      Certificate(s). In the event of any exercise of a number of Warrants less
      than the number which the holder is entitled to exercise, the holder of
      the Warrants upon such exercise shall, in addition, be entitled to
      receive, without charge therefor, a new Warrant Certificate(s) in respect
      of the balance of the Warrants represented by the surrendered Warrant
      Certificate(s) and which were not then exercised.

	 	 	 
		3.3.2 	
      Notwithstanding anything herein contained, including any
      adjustment provided for in Article 4, neither the Corporation nor the
      Warrant Agent shall be required, upon the exercise of any Warrants, to
      issue fractions of Common Shares or to distribute certificates which
      evidence fractional Common Shares. Any fractional entitlements will be
      rounded down to the nearest whole number.

	 	 	 
	3.4 	
      Expiration of Warrants



Immediately after the Expiry Time, all rights under any Warrant
in respect of which the right of acquisition provided for herein shall not have
been exercised shall cease and terminate and each Warrant shall be void and of
no further force or effect except to the extent that the Warrantholder has not
received in full all monies to which it is entitled pursuant to Article 4 or
Article 5 or has not received certificates representing the Common Shares issued
upon exercise of Warrants held by it, in which instances the Warrantholders’ rights hereunder
shall continue until it has received that to which it is entitled hereunder. 




- 26 - 

	3.5 	
      Accounting and Recording

	 	 	 
		3.5.1 	
      The Warrant Agent shall promptly account to the
      Corporation with respect to Warrants exercised and forward to the
      Corporation (or into an account or accounts of the Corporation with the
      bank or trust Corporation designated by the Corporation for that purpose),
      all monies received by the Warrant Agent on the subscription for Common
      Shares through the exercise of Warrants. All such monies and any
      securities or other instruments, from time to time received by the Warrant
      Agent shall be received in trust for, and shall be segregated and kept
      apart by the Warrant Agent, the Warrantholders and the Corporation as
      their interests may appear.

	 	 	 
		3.5.2 	
      The Warrant Agent shall record the particulars of
      Warrants exercised, which particulars shall include the names and
      addresses of the persons who become holders of Common Shares on exercise
      and the Exercise Date, in respect thereof. The Warrant Agent shall provide
      such particulars in writing to the Corporation within five Business Days
      of any request by the Corporation therefor.

	 	 	 
	3.6 	
      Securities Restrictions



Notwithstanding anything herein contained, Common Shares will
only be issued pursuant to any Warrant in compliance with the securities laws of
any applicable jurisdiction. The certificates representing the Common Shares
issued will bear such legend as may, in the opinion of Counsel to the
Corporation be necessary in order to avoid a violation of any securities laws of
any province or territory in Canada or of the United States or any state thereof
and to comply with the requirements of any stock exchange or over the counter
market on which the Common Shares are listed or quoted, as the case may be.
Certificates representing Common Shares issued upon the exercise of Warrants may
bear the legend set forth in Section 2.16.2. If, at any time, in the opinion of
Counsel to the Corporation, such legends are no longer necessary in order to
avoid a violation of any such laws, or the holder of any such legended
certificate, at the holder’s expense, provides the Corporation with evidence
satisfactory in form and substance to the Corporation (which may include an
opinion of counsel satisfactory to the Corporation) to the effect that such
holder is entitled to sell or otherwise transfer such Common Shares in a
transaction in which such legends are not required, such legended certificate
may thereafter be surrendered to the Warrant Agent in exchange for a certificate
which does not bear such legend. 

	3.7 	
      Prohibition on Exercise in the United States or by
      U.S. Persons; Exception

	 	 	 	 
		3.7.1 	
      Warrants may not be exercised in the United States or by
      or on behalf of a U.S. Person unless an exemption from the registration
      requirements of the U.S. Securities Act and applicable state securities
      laws is available and such exercise is made in accordance with subsection
      3.7.2;







- 27 - 

	 	3.7.2 	
      Any holder that seeks to exercise a Warrant shall provide
      to the Corporation and the Warrant Agent, and the Corporation and the
      Warrant Agent shall be entitled to act and rely on any one of the
      following:

	 	 	 	 
	 		(a) 	
      a written certification that such holder (i) at the time
      of exercise of the Warrant is not in the United States; (ii) is not a U.S.
      Person and is not exercising the Warrant for the account or benefit of a
      U.S. Person; (iii) was not offered to exercise the Warrant and did not
      execute or deliver the exercise form for the Warrant in the United States;
      (iv) did not acquire the Warrant while it was in the United States or
      acting for the account or benefit of a U.S. Person and (v) has in all
      other respects complied with Regulation S; or

	 	 	 	 
	 		(b) 	
      a written certification that such holder (i) originally
      purchased the Warrant on its own behalf or on behalf of a beneficial
      purchaser (a “Beneficial Purchaser”) directly from the Corporation
      pursuant to the Corporation’s offering of Units or Preferred Units at a
      time when the holder was and any Beneficial Purchaser was (A) an
      Accredited Investor and (B) in the United States or a U.S. Person, or was
      offered Units or Preferred Units in the United States; (ii) is exercising
      the Warrant solely for its own account or for the account of the
      Beneficial Purchaser, if any, and not on behalf of any other person, and
      (iii) is, and the Beneficial Purchaser, if any, is, an Accredited Investor
      on the date of exercise of the Warrant; or

	 	 	 	 
	 		(c) 	
      a written opinion of counsel of recognized standing in
      form and substance satisfactory to the Corporation to the effect that an
      exemption from the registration requirements of the U.S. Securities Act
      and applicable state securities laws is available for the issuance of the
      Common Shares upon exercise of the Warrants.

	 	 	 	 
	 	3.7.3 	
      No certificates representing Common Shares will be
      registered or delivered to an address in the United States unless the
      holder of Warrants complies with the requirements set forth in subsection
      3.7.2(b) or 3.7.2(c), and, in the case of subsection 3.7.2(c), the
      Corporation has confirmed in writing to the Warrant Agent that the written
      opinion of counsel is satisfactory to the Corporation; and

	 	 	 	 
	 	3.7.4 	
      Certificates representing Common Shares issued upon
      exercise of the Warrants pursuant to subsection 3.7.2(b) or 3.7.2(c) above
      shall be “restricted securities” within the meaning of Rule 144(a)(3)
      under the U.S. Securities Act, may not be offered, sold, pledged or
      otherwise transferred except pursuant to an exemption or exclusion from
      the registration requirements of the U.S. Securities Act and applicable
      state securities laws and shall bear a legend to that effect as designated
      in Section 2.16.







- 28 - 

ARTICLE 4 - ADJUSTMENT OF NUMBER OF COMMON
SHARES 
AND EXERCISE PRICE 


	4.1 	
      Adjustment of Number of Common Shares and Exercise
      Price



The acquisition rights as they relate to Common Shares, in
effect at any date attaching to the Warrants, and the Exercise Price in respect
thereof, shall be subject to adjustment from time to time as follows: 

	 	4.1.1 	
      If and whenever at any time during the Adjustment Period,
      the Corporation shall: (i) subdivide, redivide or change its outstanding
      Common Shares into a greater number of shares; (ii) reduce, combine or
      consolidate its outstanding Common Shares into a smaller number of shares;
      or (iii) issue Common Shares or securities exchangeable for or convertible
      into Common Shares to the holders of all or substantially all of the
      outstanding Common Shares by way of a stock dividend (other than the issue
      of Common Shares to such holders as a Dividend Paid in the Ordinary
      Course); the Exercise Price in effect on the effective date of such
      subdivision, redivision, change, reduction, combination, consolidation or
      on the record date of such stock dividend, as the case may be, shall in
      the case of the events referred to in (i) or (iii) above be decreased in
      proportion to the number of outstanding Common Shares resulting from such
      subdivision, redivision or stock dividend, or shall, in the case of the
      events referred to in (ii) above, be increased in proportion to the number
      of outstanding Common Shares resulting from such reduction, combination or
      consolidation. Such adjustment shall be made successively whenever any
      event referred to in this subsection 4.1.1 shall occur. Upon any
      adjustment of the Exercise Price pursuant to subsection 4.1.1, the number
      of Common Shares subject to the right of purchase under each Warrant shall
      be contemporaneously adjusted by multiplying the number of Common Shares
      theretofore obtainable on the exercise thereof by a fraction of which the
      numerator shall be the respective Exercise Price in effect immediately
      prior to such adjustment and the denominator shall be the respective
      Exercise Price resulting from such adjustment;







- 29 - 

	 	4.1.2 	
      If and whenever at any time during the Adjustment Period,
      the Corporation shall fix a record date for the issuance of rights,
      options or warrants to all or substantially all the holders of its
      outstanding Common Shares entitling them, for a period expiring not more
      than forty-five (45) days after such record date, to subscribe for or
      purchase Common Shares (or securities convertible or exchangeable into
      Common Shares) at a price per share (or having a conversion or exchange
      price per share) less than ninety-five percent (95%) of the Current Market
      Price on such record date, the Exercise Price shall be adjusted
      immediately after such record date so that it shall equal the amount
      determined by multiplying the Exercise Price in effect on such record date
      by a fraction, of which the numerator shall be the total number of Common
      Shares outstanding on such record date plus a number of Common Shares
      equal to the number arrived at by dividing the aggregate price of the
      total number of additional Common Shares offered for subscription or purchase
(or the aggregate conversion or exchange price of the convertible or
exchangeable securities so offered) by such Current Market Price, and of which
the denominator shall be the total number of Common Shares outstanding on such
record date plus the total number of additional Common Shares offered for
subscription or purchase or into which the convertible or exchangeable
securities so offered are convertible or exchangeable; any Common Shares owned
by or held for the account of the Corporation or any Subsidiary shall be deemed
not to be outstanding for the purpose of any such computation; such adjustment
shall be made successively whenever such a record date is fixed; to the extent
that any such rights or warrants are not exercised prior to the expiration
thereof the Exercise Price shall be readjusted to the Exercise Price which would
then be in effect if such record date had not been fixed or to the Exercise
Price which would then be in effect based upon the number of Common Shares (or
securities convertible or exchangeable into Common Shares) actually issued upon
the exercise of such rights or warrants, as the case may be. Upon any adjustment
of the Exercise Price pursuant to this subsection 4.1.2, the number of Common
Shares subject to the right of purchase under each Warrant shall be
contemporaneously adjusted by multiplying the number of Common Shares
theretofore obtainable on the exercise thereof by a fraction of which the
numerator shall be the respective Exercise Price in effect immediately prior to
such adjustment and the denominator shall be the respective Exercise Price
resulting from such adjustment; 

	  	 	
       
	 	4.1.3 	
      If and whenever at any time during the Adjustment Period
      the Corporation shall fix a record date for the payment, issue or
      distribution to all or substantially all the holders of its outstanding
      Common Shares of (i) shares of any class, whether of the Corporation or
      any other corporation (other than Common Shares and other than shares
      distributed to holders of Common Shares pursuant to their exercise of
      options to receive dividends in the form of such shares in lieu of
      Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights,
      options or warrants to subscribe for or purchase Common Shares (or other
      securities convertible into or exchangeable for Common Shares) for a
      period expiring not more than forty-five (45) days after such record date
      at a price per share (or having a conversion or exercise price per share)
      not less than ninety-five percent (95%) of the Current Market Price on
      such record date), (iii) evidences of its indebtedness or (iv) any
      property or other assets (excluding Dividends Paid in the Ordinary Course)
      then, in each such case, the Exercise Price shall be adjusted immediately
      after such record date so that it shall equal the price determined by
      multiplying the Exercise Price in effect on such record date by a
      fraction, of which the numerator shall be the total number of Common
      Shares outstanding on such record date multiplied by such Current Market
      Price less the aggregate fair market value (as determined by the
      directors, acting reasonably and in good faith, which determination shall
      be conclusive) of such shares or rights, options or warrants or evidences
      of indebtedness or assets actually distributed, as
the case may be, and of which the denominator shall be the total
number of Common Shares outstanding on such record date multiplied by such
Current Market Price; and Common Shares owned by or held for the account of the
Corporation or any Subsidiary shall be deemed not be outstanding for the purpose
of any such computation; such adjustment shall be made successively whenever
such a record date is fixed; to the extent that such distribution is not so
made, the Exercise Price shall be readjusted to the Exercise Price which would
then be in effect if such record date had not been fixed or to the Exercise
Price which would then be in effect based upon such shares or rights, options or
warrants or evidences of indebtedness or assets actually distributed, as the
case may be; in clause (7) of this subsection 4.1.3 the term “Dividends Paid
in the Ordinary Course” shall include the value of any securities or other
property or assets distributed in lieu of cash Dividends Paid in the Ordinary
Course at the option of shareholders. Upon any adjustment of the Exercise Price
pursuant to this subsection 4.1.3, the number of Common Shares subject to the
right of purchase under each Warrant shall be contemporaneously adjusted by
multiplying the number of Common Shares theretofore obtainable on the exercise
thereof by a fraction of which the numerator shall be the respective Exercise
Price in effect immediately prior to such adjustment and the denominator shall
be the respective Exercise Price resulting from such adjustment; 







- 30 - 

	 	4.1.4 	
      If and whenever at any time during the Adjustment Period,
      there is a reclassification of the Common Shares or a capital
      reorganization of the Corporation other than as described in subsection
      4.1.1 or a consolidation, amalgamation, arrangement or merger of the
      Corporation with or into any other body corporate, trust, partnership or
      other entity, or a sale or conveyance of the property and assets of the
      Corporation as an entirety or substantially as an entirety to any other
      body corporate, trust, partnership or other entity in which the holders of
      Common Shares are entitled to receive shares, other securities or
      property, including cash, any Warrantholder who has not exercised its
      right of acquisition prior to the effective date of such reclassification,
      capital reorganization, consolidation, amalgamation, arrangement or
      merger, sale or conveyance, upon the exercise of such right thereafter,
      shall be entitled to receive and shall accept for the same aggregate
      consideration, in lieu of the number of Common Shares then sought to be
      acquired by it, the number of shares or other securities or property of
      the Corporation or of the body corporate, trust, partnership or other
      entity resulting from such merger, amalgamation or consolidation, or to
      which such sale or conveyance may be made, as the case may be, that such
      Warrantholder would have been entitled to receive on such
      reclassification, capital reorganization, consolidation, amalgamation,
      arrangement or merger, sale or conveyance, if, on the record date or the
      effective date thereof, as the case may be, the Warrantholder had been the
      registered holder of the number of Common Shares sought to be acquired by
      it and to which it was entitled to acquire upon the exercise of the
      Warrants. If determined appropriate by the Warrant Agent to give effect to or to
evidence the provisions of this subsection 4.1.4, the Corporation, its
successor, or such purchasing body corporate, partnership, trust or other
entity, as the case may be, shall, prior to or contemporaneously with any such
reclassification, capital reorganization, consolidation, amalgamation,
arrangement, merger, sale or conveyance, enter into an indenture which shall
provide, to the extent possible, for the application of the provisions set forth
in this Indenture with respect to the rights and interests thereafter of the
Warrantholders to the end that the provisions set forth in this Indenture shall
thereafter correspondingly be made applicable, as nearly as may reasonably be,
with respect to any shares, other securities or property to which a
Warrantholder is entitled on the exercise of its acquisition rights thereafter.
Any indenture entered into between the Corporation and the Warrant Agent
pursuant to the provisions of this subsection 4.1.4 shall be a supplemental
indenture entered into pursuant to the provisions of Article 8. Any indenture
entered into between the Corporation; any successor to the Corporation or such
purchasing body corporate, partnership, trust or other entity and the Warrant
Agent shall provide for adjustments which shall be as nearly equivalent as may
be practicable to the adjustments provided in this Section 4.1 and which shall
apply to successive reclassifications, capital reorganizations, amalgamations,
consolidations, mergers, sales or conveyances; 







- 31 - 

	 	4.1.5 	
      In any case in which this Section 4.1 shall require that
      an adjustment shall become effective immediately after a record date for
      an event referred to herein, the Corporation may defer, until the
      occurrence of such event, issuing to the holder of any Warrant exercised
      after such event the additional Common Shares issuable upon such
      conversion by reason of the adjustment required by such event before
      giving effect to such adjustment; provided, however, that the Corporation
      shall deliver to such holder an appropriate instrument evidencing such
      holder’s right to receive such additional Common Shares upon the
      occurrence of the event requiring such adjustment and the right to receive
      any distributions made on such additional Common Shares declared in favour
      of holders of record of Common Shares on and after the relevant date of
      exercise or such later date as such holder would, but for the provisions
      of this subsection 4.1.5, have become the holder of record of such
      additional Common Shares pursuant to subsection 4.1.4;

	 	 	 
	 	4.1.6 	
      In any case in which subsections 4.1.2 or 4.1.3 require
      that an adjustment be made to the Exercise Price, no such adjustment shall
      be made if the holders of the outstanding Warrants receive the rights,
      options or warrants referred to in subsection 4.1.2 or the shares, rights,
      options, warrants, evidences of indebtedness, property or assets referred
      to in subsection 4.1.3, as the case may be, in such kind and number as
      they would have received if they had been holders of Common Shares on the
      applicable record date or effective date, as the case may be, by virtue of
      their outstanding Warrants having then been exercised into Common Shares
      at the Exercise Price in effect on the applicable record date or effective date, as the case may be.
Any such issuance of shares, rights, options, or warrants will be subject to
regulatory approval; 







- 32 - 

	 	4.1.7 	
      The adjustments provided for in this Section 4.1 are
      cumulative, and shall, in the case of adjustments to the Exercise Price be
      computed to the nearest whole cent and shall apply to successive
      subdivisions, redivisions, reductions, combinations, consolidations,
      distributions, issues or other events resulting in any adjustment under
      the provisions of this Section 4.1, provided that, notwithstanding any
      other provision of this Section, no adjustment of the Exercise Price shall
      be required unless such adjustment would require an increase or decrease
      of at least one (1%) percent in the Exercise Price then in effect;
      provided, however, that any adjustments which by reason of this subsection
      4.1.7 are not required to be made shall be carried forward and taken into
      account in any subsequent adjustment; and

	 	 	 
	 	4.1.8 	
      After any adjustment pursuant to this Section 4.1, the
      term “Common Shares” where used in this Indenture shall be
      interpreted to mean securities of any class or classes which, as a result
      of such adjustment and all prior adjustments pursuant to this Section 4.1,
      the Warrantholder is entitled to receive upon the exercise of his Warrant,
      and the number of Common Shares indicated by any exercise made pursuant to
      a Warrant shall be interpreted to mean the number of Common Shares or
      other property or securities a Warrantholder is entitled to receive, as a
      result of such adjustment and all prior adjustments pursuant to this
      Section 4.1, upon the full exercise of a
Warrant.




	4.2 	
      Entitlement to Shares on Exercise of
  Warrant



All shares of any class or other securities which a
Warrantholder is at the time in question entitled to receive on the exercise of
its Warrant, whether or not as a result of adjustments made pursuant to this
Article 4, shall, for the purposes of the interpretation of this Indenture, be
deemed to be shares which such Warrantholder is entitled to acquire pursuant to
such Warrant. 

	4.3 	
      No Adjustment for Certain
  Transactions



Notwithstanding anything in this Article 4, no adjustment shall
be made in the acquisition rights attached to the Warrants if the issue of
Common Shares is being made pursuant to or in connection with: 

	 	4.3.1 	
      any stock option or stock purchase plan in force from
      time to time for directors, officers, employees, consultants or other
      service providers of the Corporation; or

	 	 	 
	 	4.3.2 	
      the satisfaction of existing instruments issued at or
      prior to the date hereof.







- 33 - 

	4.4 	
      Determination by Corporation’s
  Auditors



In the event of any question arising with respect to the
adjustments provided for in this Article 4 such question shall be conclusively
determined by the Corporation’s Auditors who shall have access to all necessary
records of the Corporation, and such determination shall be binding upon the
Corporation, the Warrant Agent, all Warrantholders and all other persons
interested therein. 

	4.5 	
      Proceedings Prior to any Action Requiring
      Adjustment



As a condition precedent to the taking of any action which
would require an adjustment in any of the acquisition rights pursuant to any of
the Warrants, including the number of Common Shares which are to be received
upon the exercise thereof, the Corporation shall take any corporate action which
may, in the opinion of Counsel, be necessary in order that the Corporation has
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 or
property) which the holders of such Warrants are entitled to receive on the full
exercise thereof in accordance with the provisions hereof. 

	4.6 	
      Certificate of Adjustment



The Corporation shall from time to time immediately after the
occurrence of any event which requires an adjustment or readjustment as provided
in Article 4, deliver a certificate of the Corporation to the Warrant Agent
specifying the nature of the event requiring the same and the amount of the
adjustment or readjustment necessitated thereby and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based, which certificate shall be supported by a certificate of the
Corporation’s Auditors verifying such calculation. 

	4.7 	
      Notice of Special Matters



The Corporation covenants with the Warrant Agent that, so long
as any Warrant remains outstanding, it will give notice to the Warrant Agent and
to the Warrantholders of its intention to fix a record date that is prior to the
Expiry Date for the purpose of an event that requires or that may require an
adjustment in any of the exercise rights pursuant to any Warrants as provided in
this Article 4. Such notice shall specify the particulars of such event and the
record date for such event, provided that the Corporation shall only be required
to specify in the notice such particulars of the event as shall have been fixed
and determined on the date on which the notice is given. The notice shall be
given in each case not less than fourteen (14) days prior to such applicable
record date. 

	4.8 	
      No Action After Notice



The Corporation covenants with the Warrant Agent that it will
not close its transfer books or take any other corporate action which might
deprive the holder of a Warrant of the opportunity to exercise its right of
acquisition pursuant thereto during the period of fourteen (14) days after the
giving of the certificate or notices set forth in Sections 4.6 and 4.7. 




- 34 - 

	4.9 	
      Other Action



In case the Corporation, after the date hereof, shall take any
action affecting the Common Shares other than action described in Section 4.1,
which in the reasonable opinion of the directors of the Corporation would
materially affect the rights of Warrantholders, the number of Common Shares
which may be acquired upon exercise of the Warrants shall be adjusted in such
manner and at such time, by action of the directors, acting reasonably, as they
may determine to be equitable in the circumstances, provided that no such
adjustment will be made unless prior approval of any stock exchange on which the
Common Shares are listed for trading has been obtained, if required by any such
stock exchange. 

	4.10 	
      Protection of Warrant
Agent



Except as provided in Section 9.1, the Warrant Agent shall not:


	 	4.10.1 	
      at any time be under any duty or responsibility to any
      Warrantholder to determine whether any facts exist which may require any
      adjustment contemplated by Section 4.1, or with respect to the nature or
      extent of any such adjustment when made, or with respect to the method
      employed in making the same;

	 	 	 
	 	4.10.2 	
      be accountable with respect to the validity or value (or
      the kind or amount) of any Common Shares or of any shares or other
      securities or property which may at any time be issued or delivered upon
      the exercise of the rights attaching to any Warrant;

	 	 	 
	 	4.10.3 	
      be responsible for any failure of the Corporation to
      issue, transfer or deliver Common Shares or certificates for 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;
      and

	 	 	 
	 	4.10.4 	
      incur any liability or responsibility whatsoever or be in
      any way responsible for the consequences of any breach on the part of the
      Corporation of any of the representations, warranties or covenants herein
      contained or of any acts of the directors, officers, employees, agents or
      servants of the Corporation.







- 35 - 

ARTICLE 5 - RIGHTS OF THE CORPORATION AND
COVENANTS 

	5.1 	
      Optional Purchases by the
  Corporation



Subject to compliance with applicable securities legislation
and approval of applicable regulatory authorities, the Corporation may from time
to time purchase on any stock exchange, in the open market, by private contract
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 Corporation, in its
sole discretion, may determine. Any Warrant Certificates representing the
Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to
and cancelled by the Warrant Agent. No Warrants shall be issued in replacement
thereof. 

	5.2 	
      General Covenants



The Corporation covenants with the Warrant Agent that so long
as any Warrants remain outstanding and may be exercised: 

	 	5.2.1 	
      it will reserve and keep available a sufficient number of
      Common Shares for the purpose of enabling it to satisfy its obligations to
      issue Common Shares upon the exercise of the Warrants;

	 	 	 
	 	5.2.2 	
      it will cause the Common Shares and the certificates
      representing the Common Shares from time to time acquired pursuant to the
      exercise of the Warrants to be duly issued and delivered in accordance
      with the Warrant Certificates and the terms hereof;

	 	 	 
	 	5.2.3 	
      all Common Shares which shall be issued upon exercise of
      the right to acquire provided for herein and in the Warrant Certificates,
      upon payment of the prevailing Exercise Price herein provided for and in
      the Warrant Certificates shall be fully paid and non-assessable;

	 	 	 
	 	5.2.4 	
      if any of its Common Shares are listed on a stock
      exchange, it will use all reasonable efforts to ensure that the Common
      Shares comprising the Units, and all Common Shares outstanding or issuable
      from time to time (including, without limitation, the Common Shares
      issuable on the exercise of the Warrants) are listed and posted for
      trading on such stock exchange;

	 	 	 
	 	5.2.5 	
      it will make all requisite filings under applicable
      Canadian securities legislation and stock exchange rules, including (on a
      reasonable efforts basis) those necessary to remain a reporting issuer not
      in default in each of the provinces of Canada in which it is a reporting
      issuer as of the date hereof and those necessary to report the exercise of
      the right to acquire Common Shares pursuant to Warrants;

	 	 	 
	 	5.2.6 	
      it will provide to Warrantholders copies of all financial
      statements and other documentation required to be provided by applicable
      laws to registered holders of Common Shares as if such Warrantholders were registered
shareholders of the Corporation. The Warrant Agent shall be entitled to rely on
notice-and-access delivery of theses applicable materials to Warrantholders set
out in National Instrument 51-102 - Continuous Disclosure Obligations and
National Instrument 54-101 - Communication with Beneficial Owners of a
Reporting Issuer; 







- 36 - 

	 	5.2.7 	
      it shall not close its transfer books or take any other
      action which might deprive the Warrantholders of the opportunity of
      exercising their right of purchase pursuant to the Warrants held by such
      persons after the giving of the notice required by Section 4.7;

	 	 	 	 
	 	5.2.8 	
      generally, it will well and truly perform and carry out
      all of the acts or things to be done by it as provided in this
      Indenture;

	 	 	 	 
	 	5.2.9 	
      the Corporation confirms that as at the date of execution
      of this Indenture it does not have a class of securities registered
      pursuant to Section 12 of the U.S. Securities Exchange Act or have a
      reporting obligation pursuant to Section 15(d) of the U.S. Securities
      Exchange Act; the Corporation covenants that in the event that (i) any
      class of its securities shall become registered pursuant to Section 12 of
      the U.S. Securities Exchange Act or the Corporation shall incur a
      reporting obligation pursuant to Section 15(d) of the U.S. Securities
      Exchange Act, or (ii) any such registration or reporting obligation shall
      be terminated by the Corporation in accordance with the U.S. Securities
      Exchange Act, the Corporation shall promptly deliver to the Warrant Agent
      an Officers’ Certificate (in a form provided by the Warrant Agent)
      notifying the Warrant Agent of such registration or termination and such
      other information as the Warrant Agent may require at the time. The
      Corporation acknowledges that the Warrant Agent is relying upon the
      foregoing representation and covenants in order to meet certain SEC
      obligations with respect to those clients who are filing with the
    SEC.




	5.3 	
      Warrant Agent’s Remuneration and
  Expenses



The Corporation 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,
disbursements and advances incurred or made by 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 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, disbursement or advance
as may arise out of or result from the Warrant Agent’s gross negligence, willful
misconduct or bad faith. 




- 37 - 

	5.4 	
      Securities Qualification
  Requirements



If, in the opinion of Counsel, any instrument is required to be
filed with, or any permission is required to be obtained from, any governmental
authority in Canada or any other step is required under any federal, provincial
or territorial law of Canada before any Common Shares which a Warrantholder is
entitled to acquire pursuant to the exercise of any Warrant may properly and
legally be issued and subscribed for upon due exercise thereof and thereafter
traded, without further formality or restriction, the Corporation covenants that
it will take such required action. 

	5.5 	
      Performance of Covenants by Warrant
  Agent



If the Corporation shall fail to perform any of its covenants
contained in this Indenture and shall have not rectified such failure within ten
(10) Business Days after receiving notice from the Warrant Agent of such
failure, the Warrant Agent may notify the Warrantholders of such failure on the
part of the Corporation or may itself perform any of the covenants capable of
being performed by it but, subject to Section 9.1, shall be under no obligation
to perform said covenants or to notify the Warrantholders of such performance by
it. All sums expended or advanced by the Warrant Agent in so doing shall be
repayable as provided in Section 5.3. No such performance, expenditure or
advance by the Warrant Agent shall relieve the Corporation of any default
hereunder or of its continuing obligations under the covenants herein contained.


	5.6 	
      Enforceability of Warrants



The Corporation covenants and agrees that it is duly authorized
to create and issue the Warrants to be issued hereunder and that the Warrants,
when issued as herein provided, will be valid and enforceable against the
Corporation in accordance with the provisions hereof and the terms hereof and
that, subject to the provisions of this Indenture, the Corporation will cause
the Common Shares from time to time acquired pursuant to the Warrants under this
Indenture and the certificates representing such Common Shares to be duly issued
and delivered in accordance with the terms of this Indenture. 

ARTICLE 6 - ENFORCEMENT 

	6.1 	
      Suits by Warrantholders



All or any of the rights conferred upon any Warrantholder by
any of the terms of the Warrant Certificates or of this Indenture, or of both,
may be enforced by the Warrantholder by appropriate proceedings but without
prejudice to the right which 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 Warrantholders. 

	6.2 	
      Immunity of Shareholders,
etc.



The Warrant Agent and, by the 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 incorporator or any past,
present or future shareholder or agent of the Corporation on any covenant, agreement, representation or warranty by the
Corporation herein or contained in the Warrant Certificates. 




- 38 - 

	6.3 	
      Limitation of Liability



The obligations hereunder 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 Corporation or any of the
past, present or future officers, employees or agents of the Corporation. Only
the property of the Corporation or any successor corporation shall be bound in
respect hereof. 

	6.4 	
      Waiver of Default



Upon the happening of any default hereunder: 

	 	6.4.1 	
      the holders of not less than fifty-one percent (51%) of
      the Warrants then outstanding shall have power (in addition to the powers
      exercisable by Extraordinary Resolution) by requisition in writing to
      instruct the Warrant Agent to waive any default hereunder and the Warrant
      Agent shall thereupon waive the default upon such terms and conditions as
      shall be prescribed in such requisition; or

	 	 	 
	 	6.4.2 	
      the Warrant Agent shall have power to waive any default
      hereunder upon such terms and conditions as the Warrant Agent may deem
      advisable, if, in the Warrant Agent’s reasonable opinion or, in the
      opinion of counsel acceptable to the Warrant Agent, the same shall have
      been cured or adequate provision made therefor;



provided that no delay or omission of the Warrant Agent or of
the Warrantholders to exercise any right or power accruing upon any default
shall impair any such right or power or shall be construed to be a waiver of any
such default or acquiescence therein and provided further that no act or
omission either of the Warrant Agent or of the Warrantholders in the premises
shall extend to or be taken in any manner whatsoever to affect any subsequent
default hereunder of the rights resulting therefrom. 

ARTICLE 7 – MEETINGS OF WARRANTHOLDERS 

	7.1 	
      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 Corporation or of a Warrantholders’
Request and upon being indemnified to its reasonable satisfaction by the
Corporation or by the Warrantholders signing such Warrantholders’ Request
against the costs which may be incurred in connection with the calling and
holding of such meeting, convene a meeting of the Warrantholders. In the event
of the Warrant Agent failing to so convene a meeting within fifteen (15) days
after receipt of such written request of the Corporation or such Warrantholders’
Request and indemnity given as aforesaid, the Corporation or such
Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in Toronto or at such
other place as may be approved or determined by the Warrant Agent and approved
by the Corporation. 




- 39 - 

	7.2 	
      Notice



At least twenty-one (21) days’ prior written notice of any
meeting of Warrantholders shall be given to the Warrantholders in the manner
provided for in Article 10 and a copy of such notice shall be sent by mail to
the Warrant Agent (unless the meeting has been called by the Warrant Agent) and
to the Corporation (unless the meeting has been called by the Corporation). Such
notice shall state the time when and the place where the meeting is to be held,
shall state briefly the general nature of the business to be transacted thereat
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 7. The notice convening any
such meeting may be signed by an appropriate officer of the Warrant Agent or of
the Corporation or the person or persons designated by such Warrantholders, as
the case may be. 

	7.3 	
      Chairman



An individual (who need not be a Warrantholder) designated in
writing by the Warrant Agent shall be chairman of the meeting and if no
individual is so designated, or if the individual so designated is not present
within fifteen (15) minutes from the time fixed for the holding of the meeting,
the Warrantholders present in person or by proxy shall choose some individual
present to be chairman. 

	7.4 	
      Quorum



Subject to the provisions of Section 7.11, at any meeting of
the Warrantholders a quorum shall consist of Warrantholders present in person or
by proxy and entitled to purchase at least ten percent (10%) of the aggregate
number of Common Shares which could be acquired pursuant to all the then
outstanding Warrants, provided that at least two persons entitled to vote
thereat, in person or by proxy, are personally present. If a quorum of the
Warrantholders shall not be present within thirty (30) minutes from the time
fixed for holding any meeting, 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 and 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. No business
shall be transacted at any meeting unless a quorum is present at the
commencement of business; provided that at the adjourned meeting the
Warrantholders present in person or by proxy shall form a quorum and may
transact the business for which the meeting was originally convened,
notwithstanding that they may not be entitled to acquire at least ten percent
(10%) of the aggregate number of Common Shares which may be acquired pursuant to
all then outstanding Warrants. 




- 40 - 

	7.5 	
      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. 

	7.6 	
      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. 

	7.7 	
      Poll and Voting



On every Extraordinary Resolution, and on any other question
submitted to a meeting and after a vote by show of hands when demanded by the
chairman or by one or more of the Warrantholders acting in person or by proxy, 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 Common Share
which it is entitled to acquire pursuant to the Warrant or Warrants then held or
represented by it. A proxy need not be a Warrantholder. In the case of joint
holders, any one of them present in person or by proxy at the meeting may vote
in the absence of the other or others, but in case more than one of them shall
be present in person or by proxy, they shall vote together in respect of
Warrants of which they are joint registered holders. 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. 

	7.8 	
      Regulations



The Warrant Agent, or the Corporation with the approval of the
Warrant Agent, may from time to time make and from time to time vary such
regulations as it shall think fit for: 

	 	7.8.1 	
      the setting of the record date for a meeting for the
      purpose of determining Warrantholders entitled to receive notice of and to
      vote at the meeting;

	 	 	 
	 	7.8.2 	
      the issue of voting certificates by any bank, trust
      company or other depositary satisfactory to the Warrant Agent stating that
      the Warrant Certificates specified therein have been deposited with it by
      a named person and will remain on deposit until after the meeting, which
      voting certificate shall entitle the persons named therein to be present
      and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to
represent them and vote for them at any such meeting and at any adjournment
thereof in the same manner and with the same effect as though the persons so
named in such voting certificates were the actual bearers of the Warrant
Certificates specified therein; 







- 41 - 

	 	7.8.3 	
      the deposit of voting certificates and instruments
      appointing proxies at such place and time as the Warrant Agent, the
      Corporation or the Warrantholders convening the meeting, as the case may
      be, may in the notice convening the meeting direct;

	 	 	 
	 	7.8.4 	
      the deposit of voting certificates and instruments
      appointing proxies at some approved place or places other than the place
      at which the meeting is to be held and enabling particulars of such
      instruments appointing proxies to be mailed or telecopied before the
      meeting to the Corporation 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;

	 	 	 
	 	7.8.5 	
      the form of the instrument of proxy and the manner in
      which the instrument of proxy must be executed; and

	 	 	 
	 	7.8.6 	
      generally for the calling of meetings of Warrantholders
      and the conduct of business thereat.



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 7.9), shall be Warrantholders or their
counsel, or proxies of Warrantholders. 

	7.9 	
      Corporation and Warrant Agent May be
      Represented



The Corporation and the Warrant Agent, by their respective
directors and officers, and the Counsel for the Corporation and for the Warrant
Agent may attend any meeting of the Warrantholders, but shall not be entitled to
vote thereat, whether in respect of any Warrants held by them or otherwise. 

	7.10 	
      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, subject to the provisions of Section 7.11, have the power, exercisable
from time to time by Extraordinary Resolution: 

	 	7.10.1 	
      to agree to any modification, abrogation, alteration,
      compromise or arrangement of the rights of Warrantholders or the Warrant
      Agent in its capacity as Warrant Agent hereunder (subject to the Warrant
      Agent’s prior consent) or on behalf of the Warrantholders against the
      Corporation whether such rights arise under this Indenture or the Warrant
      Certificates or otherwise;







- 42 - 

		7.10.2 	
      to amend, alter or repeal any Extraordinary Resolution
      previously passed or sanctioned by the Warrantholders;

	 	 	 	 
		7.10.3 	
      to direct or to authorize the Warrant Agent, subject to
      subsection 9.1.2, to enforce any of the covenants on the part of the
      Corporation contained in this Indenture or the Warrant Certificates 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;

	 	 	 	 
		7.10.4 	
      to waive, and to direct the Warrant Agent to waive, any
      default on the part of the Corporation in complying with any provisions of
      this Indenture or the Warrant Certificates either unconditionally or upon
      any conditions specified in such Extraordinary Resolution;

	 	 	 	 
		7.10.5 	
      to restrain any Warrantholder from taking or instituting
      any suit, action or proceeding against the Corporation for the enforcement
      of any of the covenants on the part of the Corporation in this Indenture
      or the Warrant Certificates or to enforce any of the rights of the
      Warrantholders;

	 	 	 	 
		7.10.6 	
      to direct any Warrantholder who, as such, has brought any
      suit, action or proceeding to stay or to discontinue or otherwise to deal
      with the same upon payment of the costs, charges and expenses reasonably
      and properly incurred by such Warrantholder in connection
  therewith;

	 	 	 	 
		7.10.7 	
      to consent to any change in or omission from the
      provisions contained in the Warrant Certificates and this Indenture or any
      ancillary or supplemental instrument which may be agreed to by the
      Corporation, and to authorize the Warrant Agent to concur in and execute
      any ancillary or supplemental indenture embodying the change or
      omission;

	 	 	 	 
		7.10.8 	
      with the consent of the Corporation, such consent not to
      be unreasonably withheld, to remove the Warrant Agent or its successor in
      office and to appoint a new trustee or trustees to take the place of the
      Warrant Agent so removed; and

	 	 	 	 
		7.10.9 	
      to consent to any compromise or arrangement with any
      creditor or creditors or any class or classes of creditors, whether
      secured or otherwise, and with holders of any shares or other securities
      of the Corporation.

	 	 	 	 
	7.11 	
      Meaning of Extraordinary Resolution

	 	 	 	 
		7.11.1 	
      The expression “Extraordinary Resolution” when
      used in this Indenture means, subject as hereinafter provided in this
      Section 7.11 and in Section 7.14, a resolution proposed at a meeting of
      Warrantholders duly convened for that purpose and held in accordance with
      the provisions of this Article 7 at which there are present in person or
      by proxy at least two (2) Warrantholders entitled to acquire at least ten
      percent (10%) of the aggregate number of Common Shares which may be
      acquired pursuant to all the then outstanding
Warrants and passed by the affirmative votes of Warrantholders entitled
to acquire not less than sixty-six and two third percent (662/3%) of
the aggregate number of Common Shares which may be acquired pursuant to all the
then outstanding Warrants present or represented at the meeting and voted on the
poll upon such resolution. 







- 43 - 

	 	7.11.2 	
      If, at the meeting at which an Extraordinary Resolution
      is to be considered, at least two (2) Warrantholders entitled to acquire
      at least ten percent (10%) of the aggregate number of Common Shares which
      may be acquired pursuant to all the then outstanding Warrants are not
      present in person or by proxy within thirty (30) minutes after the time
      appointed for the meeting, then the meeting shall stand adjourned to such
      day, being not less than fifteen (15) or more than sixty (60) days later,
      and to such place and time as may be appointed by the chairman. Not less
      than ten (10) days’ prior notice shall be given of the time and place of
      such adjourned meeting in the manner provided for in Sections 10.1 and
      10.2. Such notice shall state that at the adjourned meeting the
      Warrantholders present in person or 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 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 7.11.1 shall be an Extraordinary Resolution
      within the meaning of this Indenture notwithstanding that at least two (2)
      Warrantholders entitled to acquire at least ten percent (10%) of the
      aggregate number of Common Shares which may be acquired pursuant to all
      the then outstanding Warrants are not present in person or represented by
      proxy at such adjourned meeting.

	 	 	 
	 	7.11.3 	
      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.




	7.12 	
      Powers Cumulative



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 power or powers or combination of powers then or thereafter from
time to time. 

	7.13 	
      Minutes



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




- 44 - 

	7.14 	
      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 7
may also be taken and exercised by Warrantholders entitled to acquire at least
sixty-six and two third percent (662/3%) of the aggregate number of
Common Shares which may be acquired pursuant to 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. 

	7.15 	
      Binding Effect of
Resolutions



Every resolution and every Extraordinary Resolution passed in
accordance with the provisions of this Article 7 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 7.14 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 10.1 and 10.2 of the effect of the
instrument in writing to all Warrantholders and the Corporation as soon as
reasonably practicable. 

	7.16 	
      Holdings by Corporation
  Disregarded



In determining whether Warrantholders holding Warrant
Certificates evidencing the entitlement to acquire the required number of Common
Shares 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 Corporation or any Subsidiary of the Corporation
shall be disregarded. 

ARTICLE 8 - SUPPLEMENTAL INDENTURES 

	8.1 	
      Provision for Supplemental Indentures for Certain
      Purposes



From time to time the Corporation (when authorized by action of
the directors) and the Warrant Agent may, subject to the provisions hereof, and
they shall, when so directed in accordance with the provisions hereof, 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: 

	 	8.1.1 	
      setting forth any adjustments resulting from the
      application of the provisions of Article 4;







- 45 - 

	 	8.1.2 	
      adding to the provisions hereof such additional covenants
      and enforcement provisions as, in the opinion of Counsel to the
      Corporation, are necessary or advisable in the circumstances, provided
      that the same are not in the opinion of the Warrant Agent prejudicial to
      the interests of the Warrantholders;

	 	 	 
	 	8.1.3 	
      giving effect to any Extraordinary Resolution passed as
      provided in Article 7;

	 	 	 
	 	8.1.4 	
      making such provisions not inconsistent with this
      Indenture as may be necessary or desirable with respect to matters or
      questions arising hereunder or for the purpose of obtaining a listing or
      quotation of the Warrants on any stock exchange, provided that such
      provisions are not, in the opinion of the Warrant Agent, prejudicial to
      the interests of the Warrantholders;

	 	 	 
	 	8.1.5 	
      adding to or altering the provisions hereof in respect of
      the transfer of Warrants, making provision for the exchange of Warrant
      Certificates, and making any modification in the form of the Warrant
      Certificates which does not affect the substance thereof, in each case
      provided that such provisions are not, in the opinion of the Warrant
      Agent, relying on an opinion of Counsel to the Warrant Agent, prejudicial
      to the interests of the Warrantholders;

	 	 	 
	 	8.1.6 	
      with the prior approval of the TSX Venture Exchange,
      modifying any of the provisions of this Indenture, including relieving the
      Corporation from any of the obligations, conditions or restrictions herein
      contained, provided that such modification or relief shall be or become
      operative or effective only if, in the opinion of the Warrant Agent,
      relying on an opinion of Counsel to the Warrant Agent, such modification
      or relief in no way prejudices any of the rights of the Warrantholders or
      of the Warrant Agent, and provided further that the Warrant Agent may
      decline to enter into any such supplemental indenture which in its
      opinion, relying on an opinion of Counsel to the Warrant Agent, may not
      afford adequate protection to the Warrant Agent when the same shall become
      operative; and

	 	 	 
	 	8.1.7 	
      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, mistakes or
      omissions herein, provided that in the opinion of the Warrant Agent the
      rights of the Warrant Agent and of the Warrantholders are in no way
      prejudiced thereby.




	8.2 	
      Successor Corporations



In the case of the consolidation, amalgamation, arrangement,
merger or transfer of the undertaking or assets of the Corporation as an
entirety or substantially as an entirety to another Corporation (the
“successor corporation”), the successor corporation resulting from such
consolidation, amalgamation, arrangement, merger or transfer (if not the
Corporation) shall expressly assume, by supplemental indenture satisfactory in
form to the Warrant Agent and executed and delivered to the Warrant Agent, the
due and punctual performance and observance of each and every covenant and condition of this Indenture to
be performed and observed by the Corporation. 




- 46 - 

ARTICLE 9 - CONCERNING THE WARRANT AGENT


	9.1 	
      Rights and Duties of Warrant Agent

	 	 	 
		9.1.1 	
      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 the view to the best interest of the
      Warrantholders and shall exercise that 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 from liability for its own gross negligence, its own
      willful misconduct, bad faith.

	 	 	 
		9.1.2 	
      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 by
      the Warrant Agent, sufficient funds to commence or to continue such act,
      action or proceeding and an indemnity reasonably satisfactory to the
      Warrant Agent to protect and to hold harmless the Warrant Agent 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 to risk its own funds or otherwise to incur financial liability
      in the performance of any of its duties or in the exercise of any of its
      rights or powers unless indemnified as aforesaid.

	 	 	 
		9.1.3 	
      The Warrant Agent may, before commencing or at any time
      during the continuance of any such act, action or proceeding, require the
      Warrantholders, at whose instance it is acting to deposit with the Warrant
      Agent the Warrants held by them, for which Warrants the Warrant Agent
      shall issue receipts.

	 	 	 
		9.1.4 	
      Every provision of this Indenture that by its terms
      relieves the Warrant Agent of liability or entitles it to rely upon any
      evidence submitted to it is subject to the provisions of Applicable
      Legislation, of this Section 9.1 and of Section 9.2.

	 	 	 
	9.2 	
      Evidence, Experts and Advisers

	 	 	 
		9.2.1 	
      In addition to the reports, certificates, opinions and
      other evidence required by this Indenture, the Corporation 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 Corporation.

	 	 	 
		9.2.2 	
      In the exercise of its rights and duties hereunder, the
      Warrant Agent may, if it is acting in good faith, rely as to the truth of
      the statements and the accuracy of the opinions expressed in statutory declarations, opinions,
reports, written requests, consents, or orders of the Corporation, certificates
of the Corporation or other evidence furnished to the Warrant Agent pursuant to
a request of the Warrant Agent, provided that such evidence complies with
Applicable Legislation and that the Warrant Agent complies with Applicable
Legislation and that the Warrant Agent examines the same and determines that
such evidence complies with the applicable requirements of this Indenture. 







- 47 - 

	 	9.2.3 	
      Whenever it is provided in this Indenture or under
      Applicable Legislation that the Corporation shall deposit with the Warrant
      Agent resolutions, certificates, reports, opinions, requests, orders or
      other documents, it is intended that the truth, accuracy and good faith on
      the effective date thereof and the facts and opinions stated in all such
      documents so deposited shall, in each and every such case, be conditions
      precedent to the right of the Corporation to have the Warrant Agent take
      the action to be based thereon.

	 	 	 
	 	9.2.4 	
      Proof of the execution of an instrument in writing,
      including a Warrantholders’ Request, by any Warrantholder may be made by
      the certificate of a notary public, or other officer with similar powers,
      that the person signing such instrument acknowledged to it 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.

	 	 	 
	 	9.2.5 	
      The Warrant Agent may employ or retain such counsel,
      accountants, appraisers or other experts or advisers as it may reasonably
      require for the purpose of 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 or negligence on the part of any such experts or advisers
      who have been appointed with due care by the Warrant
  Agent.




	9.3 	
      Documents, Monies, etc. Held by Warrant
    Agent



Any securities, documents of title 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 Canadian chartered
bank listed in Schedule I to the Bank Act (Canada) or of any trust
company registered to do business in Canada or deposited for safekeeping with
any such bank or trust company. Unless herein otherwise expressly provided, any
monies so held pending the application or withdrawal thereof under any
provisions of this Indenture upon the direction of the Corporation shall be or,
with the consent of the Corporation may be: (i) deposited in the name of the
Warrant Agent in any Canadian chartered bank listed in Schedule I to the Bank
Act (Canada) or any trust company registered to do business in Canada at the
rate of interest (if any) then current on similar deposits; (ii) deposited in
the deposit department of the Warrant Agent; or (iii) invested in treasury bills
or short term interest bearing or discounted obligations issued or guaranteed by
the Government of Canada or a province thereof, of any Canadian chartered bank
listed in Schedule I of the Bank Act (Canada) or of the Warrant Agent,
provided that the securities shall not have a maturity date of more than sixty
(60) days from the date of such investment. Unless the Corporation shall be in default
hereunder or unless otherwise specifically provided herein, all interest or
other income received by the Warrant Agent in respect of such deposits and
investments shall belong to the Corporation. 




- 48 - 

	9.4 	
      Actions by Warrant Agent to Protect
  Interest



The Warrant Agent shall have 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. 

	9.5 	
      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 in respect of the premises. 

	9.6 	
      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: 

		9.6.1 	
      the Warrant Agent shall not be liable for or by reason of
      any statements of fact or recitals in this Indenture or in the Warrant
      Certificates (except the representation contained in Section 9.9 or in the
      certificate of the Warrant Agent on the Warrant Certificates) or be
      required to verify the same, but all such statements or recitals are and
      shall be deemed to be made by the Corporation;

	 	 	 
		9.6.2 	
      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;

	 	 	 
		9.6.3 	
      the Warrant Agent shall not be bound to give notice to
      any person or persons of the execution hereof;

	 	 	 
		9.6.4 	
      subject to subsection 9.1.1, the Warrant Agent shall not
      incur any liability or responsibility whatever or be in any way
      responsible for the consequence of any breach on the part of the
      Corporation of any of the covenants herein contained or of any acts of any
      directors, officers, employees, agents or servants of the Corporation;
      and

	 	 	 
	9.7 	
      Corporation to Indemnify

	 	 	 
		9.7.1 	
      The Corporation hereby indemnifies and saves harmless the
      Warrant Agent and its directors, officers, employees and agents from and
      against any and all loss, damages, charges, expenses, costs (including
      legal costs on a solicitor– and–client basis), claims, demands, actions or
      liability whatsoever which may be brought against the Warrant Agent as
      trustee of the Warrants or which the Warrant Agent may suffer or incur as
      a result of or arising out of either the performance of the Warrant Agent of its duties and obligations,
hereunder save only in the event of the gross negligence, wilful misconduct or
bad faith of the Warrant Agent, or the performance of the Corporation of its
duties, obligations, responsibilities or any actions of the Corporation
otherwise associated with the Warrants, whether such duties, obligations,
responsibilities or actions are specified as those of the Corporation. This
indemnity will survive the termination or discharge of this Indenture and the
resignation or removal of the Warrant Agent. The Warrant Agent shall notify the
Corporation promptly of any claim for which it may seek indemnity. The
Corporation shall defend the claim and the Warrant Agent shall co-operate in the
defence. The Warrant Agent may have separate Counsel and the Corporation shall
pay the fees and expenses of such Counsel. This indemnity shall survive the
resignation or removal of the Warrant Agent or the termination of this
Corporation. 







- 49 - 

	9.8 	
      Replacement of Warrant Agent; Successor by
      Merger

	 	 	 
		9.8.1 	
      The Warrant Agent may resign its agency and be discharged
      from all further duties and liabilities hereunder, subject to this Section
      9.7, by giving to the Corporation not less than ninety (90) days’ prior
      notice in writing or such shorter prior notice as the Corporation may
      accept as sufficient. The Warrantholders by Extraordinary Resolution shall
      have 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
      Corporation shall forthwith appoint a warrant agent unless a warrant agent
      has already been appointed by the Warrantholders; failing such appointment
      by the Corporation, the retiring Warrant Agent or any Warrantholder may
      apply to a justice of the Superior Court of the Province of Ontario 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 Corporation
      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 9.7 shall be a corporation authorized to carry on the
      business of a trust company in each of the provinces of Canada. 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 the expense of
      the Corporation, all such conveyances or other instruments as may, in the
      opinion of Counsel to the Warrant Agent, 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 Corporation, the predecessor Warrant Agent
      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 so ceasing to act. 







- 50 - 

		9.8.2 	
      Upon the appointment of a successor trustee, the
      Corporation shall promptly notify the Warrantholders thereof in the manner
      provided for in Section 10.1.

	 	 	 
		9.8.3 	
      Any corporation into or with which the Warrant Agent may
      be merged or consolidated, or amalgamated, or any corporation resulting
      therefrom to which the Warrant Agent shall be a party, or any corporation
      succeeding to the trust business of the Warrant Agent shall be the
      successor to the Warrant Agent hereunder without any further act on its
      part or any of the parties hereto, provided that such corporation would be
      eligible for appointment as a successor warrant agent under subsection
      9.8.1.

	 	 	 
		9.8.4 	
      Any Warrant Certificates certified but not delivered by a
      predecessor trustee may be certified by the successor trustee in the name
      of the predecessor or successor warrant agent.

	 	 	 
	9.9 	
      Conflict of Interest

	 	 	 
		9.9.1 	
      The Warrant Agent represents to the Corporation that at
      the time of execution and delivery hereof no material conflict of interest
      exists between its role as a trustee hereunder and its role in any other
      capacity and agrees that in the event of a material conflict of interest
      arising hereafter it will, within ninety (90) days after ascertaining that
      it has such material conflict of interest, either eliminate the same or
      assign its trust hereunder to a successor trustee approved by the
      Corporation and meeting the requirements set forth in subsection 9.8.1.
      Notwithstanding the foregoing provisions of this subsection 9.9.1, if any
      such material conflict of interest exists or hereafter shall exist, the
      validity and enforceability of this Indenture and the Warrant Certificate
      shall not be affected in any manner whatsoever by reason
thereof.

	 	 	 
		9.9.2 	
      Subject to subsection 9.9.1, the Warrant Agent, in its
      personal or any other capacity, may buy, lend upon and deal in securities
      of the Corporation and generally may contract and enter into financial
      transactions with the Corporation or any Subsidiary of the Corporation
      without being liable to account for any profit made thereby.

	 	 	 
	9.10 	
      Acceptance of Trust



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. 

	9.11 	
      Warrant Agent Not to be Appointed
  Receiver



The Warrant Agent and any person related to the Warrant Agent
shall not be appointed a receiver, a receiver and manager or liquidator of all
or any part of the assets or undertaking of the Corporation. 









- 51 - 

	
9.12 		
Warrant Agent Not Required to Give Notice of Default

	



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 hereby unless and until it shall have been required so to do 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 distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any
such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
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. 

	
9.13 		
Force Majeure

	



Except for the payment obligations of the Corporation contained herein, neither party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained
herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions,
disruptions or failures).  Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section. 

	
9.14 		
Third Parties

	



The Corporation hereby represents to the Warrant Agent that any account to be opened by, or interest to held by, Warrant Agent in connection with this Agreement, for or to the credit of the Corporation, either (i) is not intended to be used by or on
behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case the Corporation agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of
such third party. 

	
9.15 		
Anti-Money Laundering

	



The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to
be in non-compliance with any applicable anti money laundering or anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this
Agreement has resulted in its being in non-compliance with any applicable anti money laundering or antiterrorist legislation, regulation or guideline, then it shall have the right to resign on ten (10) days’ written notice to the Corporation,
provided that (i) the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such
resignation shall not be effective. 






- 52 - 

	9.16 	
      Privacy



The parties acknowledge that the Warrant Agent may, in the
course of providing services hereunder, collect or receive financial and other
personal information about such parties and/or their representatives, as
individuals, or about other individuals related to the subject matter hereof,
and use such information for the following purposes: 

	 	(a) 	
      to provide the services required under this Indenture and
      other services that may be requested from time to time;

	 	 	 
	 	(b) 	
      to help the Warrant Agent manage its servicing
      relationships with such individuals;

	 	 	 
	 	(c) 	
      to meet the Warrant Agent’s legal and regulatory
      requirements; and

	 	 	 
	 	(d) 	
      if social insurance numbers are collected by the Warrant
      Agent, to perform tax reporting and to assist in verification of an
      individual’s identity for security purposes.



Each party acknowledges and agrees that the Warrant Agent may
receive, collect, use and disclose personal information provided to it or
acquired by it in the course of this Indenture for the purposes described above
and, generally, in the manner and on the terms described in its Privacy Code,
which the Warrant Agent shall make available on its website or upon request,
including revisions thereto. Some of this personal information may be
transferred to servicers in the U.S.A. for data processing and/or storage.
Further, each party agrees that it shall not provide or cause to be provided to
the Warrant Agent any personal information relating to an individual who is not
a party to this agreement unless that party has assured itself that such
individual understands and has consented to the aforementioned terms, uses and
disclosures. 

ARTICLE 10 - GENERAL 

	10.1 	
      Notice to the Corporation and the Warrant
    Agent

	 	 	 	 
		10.1.1 	
      Unless herein otherwise expressly provided, any notice to
      be given hereunder to the Corporation or the Warrant Agent shall be deemed
      to be validly given if delivered, sent by registered letter, postage
      prepaid or telecopied:

	 	 	 	 
			(a) 	
      If to the Corporation:




	 	96 Skyway Avenue 
	 	Toronto, Ontario M9W 4Y9 
	 	Attention: 	Dr. Niclas Stiernholm, President & CEO
  
	 	Email: 	niclas@stemcellthera.com




	 	(b) 	
      If to the Warrant Agent:

	 	 	 
	 		
      Computershare Trust Company of Canada 
600, 530 – 8
      Avenue S.W.







- 53 - 

	 	Calgary, Alberta T2P 3S8 
	 	Attention: 	Manager, Corporate Trust 
	 	Facsimile: 	403-267-6598 



	 	 	and any such notice delivered in accordance with the
      foregoing shall be deemed to have been received on the date of delivery
      or, if mailed, on the fifth (5th) Business Day following the date of the
      postmark on such notice or, if telecopied, on the next Business Day
      following the date of transmission provided that its contents are
      transmitted and received completely and accurately.
	 	 	
       
		10.1.2 	
      The Corporation or the Warrant Agent, as the case may be,
      may from time to time notify the other in the manner provided in
      subsection 10.1.1 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
      Corporation or the Warrant Agent, as the case may be, for all purposes of
      this Indenture.

	 	 	 
		10.1.3 	
      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 Corporation hereunder could
      reasonably be considered unlikely to reach its destination, such notice
      shall be valid and effective only if it is delivered to the named officer
      of the party to which it is addressed or, if it is delivered to such party
      at the appropriate address provided in subsection 10.1.1, by telecopy or
      other means of prepaid, transmitted and recorded communication.

	 	 	 
	10.2 	
      Notice to Warrantholders

	 	 	 
		10.2.1 	
      Unless otherwise provided herein, notice to the
      Warrantholders under the provisions of this Indenture shall be valid and
      effective if delivered or sent by telecopy or by ordinary post addressed
      to such holders at their post office addresses appearing on the register
      hereinbefore mentioned and shall be deemed to have been effectively given
      on the date of delivery or, if mailed, on the fifth Business Day following
      the date of the postmark on such notice or, if telecopied, on the next
      Business Day following the date of transmission, provided that its
      contents are transmitted and received completely and accurately.

	 	 	 
		10.2.2 	
      If, by reason of a strike, lockout or other work
      stoppage, actual or threatened, involving postal employees, any notice to
      be given to the Warrantholders hereunder could reasonably be considered
      unlikely to reach its destination, such notice shall be valid and
      effective only if such notice is published once in the National Edition of
      The Globe and Mail or, if the National Edition of The Globe and Mail is
      not being generally circulated, in The National Post, and, if the National
      Edition of The Globe and Mail (or The National Post if the notice is
      published therein) is not circulated in a city where a Warrant Agency is
      situated, in an English language daily newspaper of general circulation in
      such city; provided that in the case of a notice convening a meeting
    of
Warrantholders, the Warrant Agent may require such additional publications of such notice, in the same or another city or both as it may deem necessary for the reasonable protection of the Warrantholders or to comply with any applicable requirements
of law or of any stock exchange. Any notice so given shall be deemed to have been given on the day on which it has been published in the National Edition of The Globe and Mail or The National Post, as the case may be, and in all of the cities in
which such publication was required (or first published in all such cities if more than one publication in any such 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. 












- 54 - 

	
10.3 		
Ownership of Warrants

	



The Corporation and the Warrant Agent may deem and treat the registered owner of any Warrants as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary
except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Warrantholder shall be entitled to the rights evidenced by its Warrant Certificate free from all equities or
rights of set off or counterclaim between the Corporation and the original or any intermediate holder of the Warrants and all persons may act accordingly. The receipt of any such Warrantholder for the Common Shares which may be acquired pursuant
thereto, or the receipt of the amount payable to such Warrantholder upon the exercise of the repurchase right referred to in Section 5.1 shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor
the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. 

	
10.4 		
Evidence of Ownership

	
	 	 	 
		
10.4.1 		
Upon receipt of a certificate of any bank, trust company or other depositary satisfactory to the Warrant Agent stating that the Warrants specified therein have been deposited by a named person with such bank, trust company or
other depositary and will remain so deposited until the expiry of the period specified therein, the Corporation and the Warrant Agent may treat the person so named as the owner, and such certificate as sufficient evidence of the ownership by such
person of such Warrant during such period, for the purpose of any requisition, direction, consent, instrument or other document to be made, signed or given by the holder of the Warrant so deposited.

	
	 	 	 
		
10.4.2 		
The Corporation and the Warrant Agent may accept as sufficient evidence of the fact and date of the signing of any requisition, direction, consent, instrument or other document by any person (i) the signature of any officer of any
bank, trust company, or other depositary satisfactory to the Warrant Agent as witness of such execution, (ii) the certificate of any notary public or other officer authorized to take acknowledgements of deeds to be recorded at the place where such
certificate is made that the person signing acknowledged to him the execution thereof, (iii) a statutory declaration of a
witness of such execution, or (iv) any other documentation satisfactory to the
Corporation and the Warrant Agent. 

	








- 55 - 

	10.5 	
      Counterparts



This Indenture may be 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 they shall be deemed to be dated as of the date hereof: 

	10.6 	
      Satisfaction and Discharge of
  Indenture



Upon the earlier of: 

	 	10.6.1 	
      the date by which there shall have been delivered to the
      Warrant Agent for exercise or destruction all Warrant Certificates
      contemplated to be certified hereunder; or

	 	 	 
	 	10.6.2 	
      the Expiry Time;



and if all certificates representing Common Shares required to
be issued in compliance with the provisions hereof have been issued and
delivered hereunder or to the Warrant Agent in accordance with such provisions
and if all payments required to be made in accordance with such provisions have
been made, this Indenture shall cease to be of further effect and the Warrant
Agent, on demand of and at the cost and expense of the Corporation and upon
delivery to the Warrant Agent of a certificate of the Corporation stating that
all conditions precedent to the satisfaction and discharge of this Indenture
have been complied with, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture. Notwithstanding the foregoing,
the indemnities provided to the Warrant Agent by the Corporation hereunder shall
remain in full force and effect and survive the termination of this Indenture.


	10.7 	
      Provisions of Indenture and Warrants for the Sole
      Benefit of Parties and Warrantholders



Nothing in this Indenture or in the Warrant Certificates,
expressed or implied, shall give or be construed to give to any person other
than the parties hereto and the Warrantholders, as the case may be, any legal or
equitable right, remedy or claim under this Indenture, or under any covenant or
provision herein or therein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and the Warrantholders. 

	10.8 	
      Common Shares or Warrants Owned by the Corporation or
      its Subsidiaries - Certificate to be Provided



TOR01: 5403722: v10e Corporation or any Subsidiary of the
Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent,
from time to time, a certificate of the Corporation setting forth as at the date
of such certificate: 




- 56 - 

	 	10.8.1 	
      the names (other than the name of the Corporation) of the
      registered holders of Warrants which, to the knowledge of the Corporation,
      are owned by or held for the account of the Corporation or any Subsidiary
      of the Corporation; and

	 	 	 
	 	10.8.2 	
      the number of Warrants owned legally or beneficially by
      the Corporation or any Subsidiary of the
Corporation;



and the Warrant Agent, in making the computations in Section
7.16, shall be entitled to rely on such certificate without any additional
evidence. 

[Signatures on following page] 




S-1 

IN WITNESS WHEREOF the parties hereto have executed this
Indenture as of the date first written above. 

	 	STEM CELL THERAPEUTICS
      CORP. 
	 	  	  	  
	 	  	  	  
	 	Per: 	(Signed) “Niclas Stiernholm” 
	 	  	Name: 	Niclas Stiernholm 
	 	  	Title: 	President & CEO 
	 	  	  	  
	 	  	  	  
		COMPUTERSHARE TRUST COMPANY OF
      CANADA 
	 	  	  	  
	 	  	  	  
	 	Per: 	(Signed) “Shannon Grover” 
	 	  	Name: 	Shannon Grover 
	 	  	Title: 	Corporate Trust Officer 
	 	  	  	  
	 	Per: 	(Signed) “Pui Hong” 
	 	  	Name: 	Pui Hong 
	 	  	Title: 	Corporate Trust Officer







1 

SCHEDULE “A” 
FORM OF WARRANT CERTIFICATE



[IF APPLICABLE, CERTIFICATES REPRESENTING WARRANTS ISSUED
PURSUANT TO A CANADIAN PURCHASER MAY BEAR THE FOLLOWING LEGEND.] 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 14, 2014. 

THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT OR UNDER ANY STATE SECURITIES LAWS.
THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
CORPORATION THAT SUCH SECURITIES MAY NOT BE EXERCISED IN THE UNITED STATES OR BY
OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. THE TERMS “UNITED STATES” AND
“U.S. PERSON ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT. 

[CERTIFICATES REPRESENTING WARRANTS ISSUED TO U.S.
PURCHASERS MUST BEAR THE FOLLOWING LEGEND.] 

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE
UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
FOR THE BENEFIT OF STEM CELL THERAPEUTICS CORP. (THE “CORPORATION”) THAT
SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)
TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH LOCAL LAW, (C) WITHIN THE
UNITED STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND, IN EACH CASE, IN COMPLIANCE
WITH ALL APPLICABLE STATE SECURITIES LAWS AFTER, IN THE CASE OF TRANSFERS
PURSUANT TO CLAUSES (C) OR (D) THE SELLER FURNISHES TO THE CORPORATION AN
OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER SUCH EVIDENCE, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF
THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS
ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE CORPORATION IS A “FOREIGN
ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW
CERTIFICATE BEARING NO LEGEND DELIVERY OF WHICH WILL CONSTITUTE “GOOD
DELIVERY” MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA, AS
REGISTRAR AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY
EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE CORPORATION, TO
THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE 1933 ACT OR IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS. 




2 

[CUSIP and ISIN for Canadian Purchaser][CUSIP:
858572142 
ISIN: CA 8585721423] 


[CUSIP and ISIN for U.S. Purchaser] [CUSIP: 858572886

ISIN: US 8585728863] 


Certificate No.: ________________________ No. of Warrants:
________________________

WARRANTS 
Exercisable to Acquire
Common
Shares 
of 
STEM CELL THERAPEUTICS CORP. 


(Continued under the Business Corporations Act
(Ontario)) 

THIS IS TO CERTIFY THAT, for value received, • (the
“holder”) is the registered holder of the number of Warrants of Stem Cell
Therapeutics Corp. (“SCT”) specified above and, for each whole Warrant
held, is thereby entitle to be issued, subject to adjustment and except as
otherwise described herein, one fully paid and non-assessable Common Share and
subject to the limitation referred to below by surrendering to Computershare
Trust Company of Canada (the “Warrant Agent”) at its principal transfer
office in Toronto, Ontario during the exercise period hereinafter referred to
(i) a certified cheque, bank draft or money order made payable to SCT in the
amount of the Exercise Price as hereinafter determined in respect of each Common
Share to be issued, (ii) this Warrant Certificate and (iii) a notice of exercise
in the form set forth in Appendix 1 annexed hereto duly completed and executed.


Capitalized terms which are not otherwise defined herein shall
have the same meaning as in the Warrant indenture (which indenture, together
with all instruments supplemental or ancillary thereto, is herein referred to as
the “Warrant Indenture”) dated December 13, 2013 between SCT and the
Warrant Agent. 









3 


Surrender of this Warrant Certificate will be deemed to have been effected only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the Warrant Agent at the office specified above. 


This Warrant Certificate evidences Warrants of SCT issued or issuable under the provisions of the Warrant Indenture. Reference is made to the Warrant Indenture for particulars of the rights of the holders of the Warrants and of SCT and of the
Warrant Agent in respect thereof and of 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 in full, to all of which the holder, by
acceptance hereof, assents. To the extent of any inconsistency between the terms of the Warrant Indenture and the terms of this Warrant Certificate, the terms of the Warrant Indenture shall prevail. SCT will furnish to the holder, on request and
upon payment of a reasonable charge for photocopying and postage, a copy of the Warrant Indenture. 


The Warrants evidenced by this Warrant Certificate may be exercised by the holder (including, if applicable, any agent under any power of attorney granted by such holder) at any time until the Expiry Time. 


Except as otherwise expressly provided, all dollar amounts herein are expressed in Canadian dollars. 


On and after the date of any exercise of the Warrants evidenced by this Warrant Certificate, the holder will have no rights hereunder except to receive certificates representing the Common Shares thereby issued to him upon delivery of a certified
cheque, bank draft or money order payable to SCT in respect of each Common Share to be issued in the amount of $0.28 (the “Exercise Price”), this Warrant Certificate and a duly completed notice of exercise as set out in
Appendix 1 hereto to the Warrant Agent at its principal office in Toronto, Ontario. After the Expiry Time, all rights under any unexercised Warrant evidenced hereby will wholly cease and terminate and this Warrant Certificate will be void. 


SCT will not be obligated to issue any fraction of a Common Share on the exercise of any Warrant. To the extent that a holder of Warrants would otherwise have been entitled to receive, on the exercise of Warrants, a fraction of a Common Share, such
right may only be exercised in respect of such fraction in connection with another Warrant or Warrants which in the aggregate entitle the holder to receive a whole number of Common Shares. If a Warrantholder is not able to combine Warrants so as to
be entitled to acquire a whole number of Common Shares, the number of Common Shares which such Warrantholder is entitled to receive shall be rounded down to the prior whole number, as applicable. 


The Warrant Indenture provides for adjustments to the number of Common Shares issuable and to the Exercise Price in certain events set forth therein. 


The Warrant Indenture contains provisions making binding on 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 holders of a
specified majority of all outstanding Warrants. 






4 

On presentation at the principal office of the Warrant Agent in
Toronto, Ontario, subject to the provisions of the Warrant Indenture and on
compliance with the reasonable requirements of the Warrant Agent, one or more
Warrant Certificates may be exchanged at no cost to the holder for one or more
Warrant Certificates of different denominations evidencing in the aggregate the
same number of Warrants as the Warrant Certificate or Warrant Certificates being
exchanged. The Warrants evidenced by this Warrant Certificate may only be
transferred, upon compliance with the conditions prescribed in the Warrant
Indenture, on the register of transfers to be kept at the principal office of
the Warrant Agent in Toronto, Ontario by the 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, and, upon compliance with such requirements and such other
reasonable requirements as the Warrant Agent may prescribe, including the
completion of a form of transfer as set out in Appendix 2 hereto, such transfer
will be duly noted on such register of transfers by the Warrant Agent.
Notwithstanding the foregoing, SCT will be entitled, and may direct the Warrant
Agent, to refuse to record any transfer of any Warrant on such register if such
transfer would constitute a violation of the securities laws of any jurisdiction
or require SCT to qualify the Common Shares for distribution in any
jurisdiction. 

No Common Shares will be issued pursuant to any exercise of any
Warrant if the issue of such security would constitute a violation of the
securities laws of any applicable jurisdiction. 

The holding of this Warrant Certificate will not constitute the
holder a shareholder of SCT or entitle such holder to any right or interest in
respect thereof except as otherwise provided in the Warrant Indenture. 

This Warrant Certificate will 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. Time will be of the essence hereof. 

THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID
AND OF NO VALUE UNLESS EXERCISED PRIOR TO 5:00 P.M. (TORONTO TIME) ON OR BEFORE
DECEMBER 13, 2018. 

IN WITNESS WHEREOF SCT has caused this Warrant
Certificate to be signed by its officer or other individual duly authorized in
that behalf as of 

	 	STEM CELL THERAPEUTICS CORP.
  
	 	  
	 	  
	 	Per:
      ________________________________________________
	 	          Name:
    
	 	          Title:
    






5 

This Warrant Certificate is one of the Warrant Certificates
referred to in the Warrant Indenture within mentioned. 

	 	COMPUTERSHARE TRUST COMPANY OF
      CANADA 
	 	  
	 	  
	 	Per:
      ________________________________________________
	 	         Name:
  
	 	         Title:
    
	 	  
	 	Per:
      ________________________________________________
	 	         Name:
  
	 	         Title:
    






1 

APPENDIX 1 
NOTICE OF EXERCISE 


	To: 	STEM CELL THERAPEUTICS CORP. 
	And To: 	COMPUTERSHARE TRUST COMPANY OF CANADA
  


100 University Avenue,
9th Floor 
Toronto, Ontario M5J
2Y1 


The undersigned holder of the Warrants evidenced by the within
Warrant Certificate hereby exercises its right to be issued Common Shares of
Stem Cell Therapeutics Corp. (or such other securities or property to which such
exercise entitles such holder in lieu thereof or in addition thereto under the
provisions of the Warrant Indenture mentioned in such Warrant Certificate) that
are issuable upon the exercise of such Warrants, on the terms specified in such
Warrant Certificate and Warrant Indenture. 

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

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


(Please print full name in which certificates for Common Shares
are to be issued. If any shares are to be issued to a person or persons other
than the holder, the holder must pay to the Warrant Agent all exigible transfer
taxes or other government charges and sign the Form of Transfer.) 

DATED this ________day of ___________________, _______. 

	 	 	  
	Witness 	 	Signature of Registered Holder 
	 	 	  
	 	 	  
	  	 	Signature of Registered Holder



Note: The name of the Registered Holder on this Notice of
Exercise must be the same as the name appearing on the face page of the Warrant
Certificate to which this Notice of Exercise is attached. 




2 

The undersigned represents, warrants and certifies as follows
(one of the following must be checked): 

[   ] A. The undersigned holder (i) at the time
of exercise of the Warrant is not in the United States; (ii) is not a U.S.
Person and is not exercising the Warrant for the account or benefit of a U.S.
Person; (iii) was not offered to exercise the Warrant and did not execute or
deliver the exercise form for the Warrant in the United States; (iv) did not
acquire the Warrant in the United States; and (v) has in all other respects
complied with Regulation S of the United States Securities Act of 1933, as
amended. 

[   ] B. The undersigned holder (i) originally
purchased the Warrant on its own behalf or on behalf of a beneficial purchaser
(a “Beneficial Purchaser”) directly from the Corporation pursuant to the
Corporation’s offering of Units and Preferred Units at a time when the holder
was and any Beneficial Purchaser was (A) an “accredited investor”, as defined in
Rule 501(a) under the U.S. Securities Act (“Accredited Investor”) and (B)
in the United States or a U.S. Person, or was offered Units in the United
States, (ii) is exercising the Warrant solely for its own account or for the
account of the Beneficial Purchaser, if any, and not on behalf of any other
person, and (iii) is, and the Beneficial Purchaser, if any, is, an Accredited
Investor on the date of exercise of the Warrant. 

[   ] C. An exemption from registration under
the U.S. Securities Act and any applicable state securities law is available,
and attached hereto is an opinion of counsel to such effect, it being understood
that any opinion of counsel tendered in connection with the exercise of Warrants
must be in form and substance satisfactory to Stem Cell Therapeutics Corp. 

The undersigned holder understands that (i) unless box A is
checked, the certificate representing the Common Shares will bear a legend
restricting transfer without registration under the U.S. Securities Act and
applicable state securities laws unless an exemption from registration is
available, and (ii) Common Shares will not be delivered to an address in the
United States unless box B or box C is checked and, if box C is checked, the
required opinion of counsel is in form and substance satisfactory to
Corporation. 

DATED this ______day of_________________, 20__. Signature
Guarantee: 

The signature on this exercise form must correspond with the
name as written upon the face of the certificate(s), in every particular,
without alteration or enlargement, or any change whatsoever and must be
guaranteed by a Canadian Schedule 1 chartered bank or a member of the Securities
Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange
Medallion Program (SEMP) or a member of the New York Stock Exchange Inc.
Medallion Signature Program (MSP). The guarantor must affix a stamp bearing the
actual words “Signature Guaranteed” 

	[   ]	Please check if the Common Share
      certificates are to be delivered at the office where this Warrant
      Certificate is surrendered failing which such certificates will be mailed.
    











3 


Certificates will be delivered or mailed as soon as practicable after the due surrender of the Warrant Certificate to which this Appendix is attached. 






1 

APPENDIX 2 
FORM OF TRANSFER 


FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers to 

	Name:
      ______________________________________________________
	   
	Address:
      ____________________________________________________


(such person, the “Transferee”)
______________________Warrants of Stem Cell Therapeutics Corp. (the
“Corporation”) represented by the attached Warrant Certificate and does
hereby appoint ___________________________as its attorney with full power of a
substitution to transfer the Warrants on the appropriate register of the Warrant
Agent. 

If the Warrant Certificate contains a legend restricting
transfer of the Warrants except in compliance with the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”), and applicable state
securities laws, this Transfer Form must be accompanied by a declaration to the
effect that the Warrants are being transferred outside the United States in
compliance with Rule 904 of Regulation S under the U.S. Securities Act in the
form set forth in the Form of Declaration for Removal of Legend that follows (or
as otherwise prescribed by the Corporation). 

If the sale evidenced hereby is being made to a U.S. Person (as
such term is defined in Regulation S to the U.S. Securities Act, the
undersigned, by the execution of this form of transfer, certifies that such sale
does not require registration of the Warrants being transferred hereby under the
U.S. Securities Act and tenders herewith evidence satisfactory to the
Corporation to such effect. 

DATED this _________day of ____________________, ________. 

	   	 	  
	Witness 	 	Signature of Transferor 
	 	 	  
	 	 	  
	  	 	Signature of Registered Holder



Note: The name of the Transferor on this Form of Transfer must
be the same as the name appearing on the face page of the Warrant. 




1 

SCHEDULE “B” 
FORM OF DECLARATION FOR REMOVAL OF
LEGEND 


to the Warrant Indenture made as of December 13, 2013 between
Stem Cell Therapeutics 
Corp. and Computershare Trust Company of
Canada as Warrant Agent 


	TO: 	COMPUTERSHARE TRUST COMPANY OF CANADA as
      warrant agent for Warrants of Stem Cell Therapeutics Corp. (the “Company”)
    


The undersigned is the holder of
__________________________securities of the Company (the “Securities”),
evidenced by certificate no(s). ______________________________, which are
“restricted securities” (as defined in Rule 144 under the United States Shares
Act of 1933 (the “1933 Act”)) and may not be offered or sold by the
undersigned unless the Securities are registered under the 1933 Act or the offer
and sale is made pursuant to an available registration exemption. The share
certificate(s) has (have) a legend (the “Restrictive Legend”) referring
to the 1933 Act and such resale restrictions. 

The undersigned understands that Rule 904 of Regulation S under
the 1933 Act contains an exemption for offshore resales of securities
notwithstanding that the Securities are “restricted securities”. Accordingly,
the undersigned wishes to offer and sell the Securities pursuant to Rule 904 and
hereby requests the Company facilitate such offer and sale by removing the
Restrictive Legend so that the Securities may be deposited with a registered
broker-dealer (the “Broker”) in advance of an offer and sale described
below. 

In order to induce the Company to remove the Restrictive
Legend, the undersigned agrees that (i) any sale of the Securities into the
public markets while they remain “restricted securities” will be made solely in
an “offshore transaction” meeting the requirements of Rule 904, (ii) the Broker
will maintain custody of the certificate(s) representing the Securities and
(iii) if the undersigned directs the Broker to deliver out such certificate(s)
other than pursuant to an “offshore transaction” meeting the requirements of
Rule 904, such certificate(s) will first be returned to the Company’s transfer
agent for re-imposition of the Restrictive Legend and the undersigned will pay
any fee imposed by the transfer agent for performing this service, and the
undersigned represents and warrants to the Company, its transfer agent and their
agents that: 

	(1) 	
      the undersigned is not an “affiliate” of the Company (as
      that term is defined in the 1933 Act);

	 	 
	(2) 	
      the offer of the Securities was not made nor will be 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
      undersigned and any person acting on its behalf reasonably believes that
      the buyer is outside the United States; or (b) the sale of the Securities
      will be executed in, on or through the facilities of the TSX Venture
      Exchange or Toronto Stock Exchange or another “designated offshore
      securities market” (as defined in Rule 902(b) of Regulation S) and neither
      the undersigned nor any person acting on its behalf will know that the
      transaction has been pre-arranged with a buyer in the United
  States;

	 	 
	(3) 	
      neither the undersigned nor any affiliate of the
      undersigned nor any person acting on any of their behalf has engaged or
      will engage in any “directed selling efforts” (as defined in Rule 902(c)
      of Regulation S) in connection with the offer and sale of the
      Securities;

	 	 
	(4) 	
      the sale will be bona fide and not for the purpose
      of “washing off” the Restrictive Legend;

	 	 
	(5) 	
      the undersigned does not intend to replace the Securities
      with fungible unrestricted securities of the Company; 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 1933 Act.







2 

The undersigned understands that the Company, its transfer
agent and others are relying upon the representations contained in this
declaration and agrees their counsel will be entitled to rely upon the
representations, warranties and covenants contained in this Certification to the
same extent as if it had been addressed to them. 

	By:
      ______________________________________________________	Date:
      ______________________________________________________
	             
           Signature 	  
	  	  
	  	  
	Name (please print)
      __________________________________________