Exhibit
4.1


 


BUNKER
HILL MINING CORP.


 


as
the Corporation


 


and


 


CAPITAL
TRANSFER AGENCY ULC


 


as
the Warrant Agent


 





 



 


	WARRANT
                                         INDENTURE

        Providing
        for the Issue of Warrants



 





 



 


Dated
as of August 14, 2020


 




    	 



     


    

 


TABLE
OF CONTENTS


 


	Article
    1 INTERPRETATION	1
	 	 	 
	1.1	Definitions.	1
	1.2	Gender
    and Number.	6
	1.3	Headings,
    Etc.	6
	1.4	Day
    not a Business Day.	6
	1.5	Time
    of the Essence.	6
	1.6	Monetary
    References.	6
	1.7	Applicable
    Law.	6
	 	 	 
	Article
    2 ISSUE OF WARRANTS	7
	 	 	 
	2.1	Creation
    and Issue of Warrants.	7
	2.2	Terms
    of Warrants.	7
	2.3	Warrantholder
    not a Shareholder.	7
	2.4	Warrants
    to Rank Pari Passu.	7
	2.5	Form
    of Warrants, Certificated Warrants.	8
	2.6	Book
    Entry Only Warrants.	8
	2.7	Warrant
    Certificate.	10
	2.8	Legends.	12
	2.9	Register
    of Warrants.	14
	2.10	Issue
    in Substitution for Warrant Certificates Lost, etc.	15
	2.11	Exchange
    of Warrant Certificates.	16
	2.12	Transfer
    and Ownership of Warrants.	16
	2.13	Cancellation
    of Surrendered Warrants.	17
	 	 	 
	Article
    3 EXERCISE OF WARRANTS	18
	 	 	 
	3.1	Right
    of Exercise.	18
	3.2	Warrant
    Exercise.	18
	3.3	U.S.
    Prohibition on Exercise; Legended Certificates	21
	3.4	Transfer
    Fees and Taxes.	23
	3.5	Warrant
    Agency.	23
	3.6	Effect
    of Exercise of Warrant Certificates.	23
	3.7	Partial
    Exercise of Warrants; Fractions.	24
	3.8	Expiration
    of Warrants.	24
	3.9	Accounting
    and Recording.	24
	3.10	Securities
    Restrictions.	25
	 	 	 
	Article
    4 ADJUSTMENT OF NUMBER OF COMMON SHARES AND
    EXERCISE PRICE	25
	 	 	 
	4.1	Adjustment
    of Number of Common Shares and Exercise Price.	25
	4.2	Entitlement
    to Common Shares on Exercise of Warrant.	29
	4.3	No
    Adjustment for Certain Transactions.	29
	4.4	Determination
    by Independent Firm.	30
	4.5	Proceedings
    Prior to any Action Requiring Adjustment.	30
	4.6	Certificate
    of Adjustment.	30
	4.7	Notice
    of Special Matters.	30


 




    	 



    	- ii -



    

 


	4.8	No
    Action after Notice.	31
	4.9	Other
    Action.	31
	4.10	Protection
    of Warrant Agent.	31
	4.11	Participation
    by Warrantholder.	31
	 	 	 
	Article
    5 RIGHTS OF THE CORPORATION AND COVENANTS	32
	 	 	 
	5.1	Optional
    Purchases by the Corporation.	32
	5.2	General
    Covenants.	32
	5.3	Warrant
    Agent’s Remuneration and Expenses.	33
	5.4	Performance
    of Covenants by Warrant Agent.	33
	5.5	Enforceability
    of Warrants.	34
	 	 	 
	Article
    6 ENFORCEMENT	34 
	 	 	 
	6.1	Suits
    by Registered Warrantholders.	34
	6.2	Suits
    by the Corporation.	34
	6.3	Immunity
    of Shareholders, etc.	34
	6.4	Waiver
    of Default.	34
	 	 	 
	Article
    7 MEETINGS OF REGISTERED WARRANTHOLDERS	35
	 	 	 
	7.1	Right
    to Convene Meetings.	35
	7.2	Notice.	35
	7.3	Chairman.	35
	7.4	Quorum.	36
	7.5	Power
    to Adjourn.	36
	7.6	Show
    of Hands.	36
	7.7	Poll
    and Voting.	36
	7.8	Regulations.	37
	7.9	Corporation
    and Warrant Agent May be Represented.	37
	7.10	Powers
    Exercisable by Extraordinary Resolution.	37
	7.11	Meaning
    of Extraordinary Resolution.	38
	7.12	Powers
    Cumulative.	39
	7.13	Minutes.	39
	7.14	Instruments
    in Writing.	39
	7.15	Binding
    Effect of Resolutions.	39
	7.16	Holdings
    by Corporation Disregarded.	40
	 	 	 
	Article
    8 SUPPLEMENTAL INDENTURES	40
	 	 	 
	8.1	Provision
    for Supplemental Indentures for Certain Purposes.	40
	8.2	Successor
    Entities.	41
	 	 	 
	Article
    9 CONCERNING THE WARRANT AGENT	41
	 	 	 
	9.1	Trust
    Indenture Legislation.	41
	9.2	Rights
    and Duties of Warrant Agent.	41
	9.3	Evidence,
    Experts and Advisers.	42
	9.4	Documents,
    Monies, etc. Held by Warrant Agent.	43
	9.5	Actions
    by Warrant Agent to Protect Interest.	44
	9.6	Warrant
    Agent Not Required to Give Security.	44


 




    	 



    	- iii -



    

 


	9.7	Protection
    of Warrant Agent.	44
	9.8	Replacement
    of Warrant Agent; Successor by Merger.	45
	9.9	Acceptance
    of Agency	46
	9.10	Warrant
    Agent Not to be Appointed Receiver.	46
	9.11	Warrant
    Agent Not Required to Give Notice of Default.	46
	9.12	Anti-Money
    Laundering.	47
	9.13	Compliance
    with Privacy Code.	47
	9.14	Securities
    Exchange Commission Certification.	48
	 	 	 
	Article
    10 GENERAL	48
	 	 	 
	10.1	Notice
    to the Corporation and the Warrant Agent.	48
	10.2	Notice
    to Registered Warrantholders.	49
	10.3	Ownership
    of Warrants.	50
	10.4	Counterparts
    and Electronic Means.	50
	10.5	Satisfaction
    and Discharge of Indenture.	50
	10.6	Provisions
    of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.	50
	10.7	Common
    Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.	51
	10.8	Severability	51
	10.9	Force
    Majeure	51
	10.10	Assignment,
    Successors and Assigns	51
	10.11	Rights
    of Rescission and Withdrawal for Holders	51



 


	Schedule
    “A” FORM OF WARRANT
	Schedule
    “B” EXERCISE FORM
	Schedule
    “C” FORM OF DECLARATION FOR REMOVAL
    OF LEGEND
	Schedule
    “D” FORM OF U.S. WARRANTHOLDER
    CERTIFICATION UPON
	EXERCISE
    OF WARRANTS


 




    	 



     


    

 


WARRANT
INDENTURE


 


THIS
WARRANT INDENTURE is dated as of August 14, 2020.


 


BETWEEN:


 


BUNKER
HILL MINING CORP., a corporation existing under the laws of the State of Nevada (the “Corporation”),


 


-
and -


 


CAPITAL
TRANSFER AGENCY ULC, a corporation existing under the laws of Canada and authorized to carry on business in all provinces
of Canada (the “Warrant Agent”)


 


WHEREAS,
the Corporation is proposing to issue up to 58,285,714 Warrants pursuant to this Indenture, consisting of Warrants issuable in
connection with a private placement (the “Private Placement”) of common share units of the Corporation (the
“Warrants”);


 


AND
WHEREAS, pursuant to this Indenture, each Warrant shall, subject to adjustment as described herein, entitle the holder thereof
to acquire one (1) Common Share upon payment of the Exercise Price prior to the Expiry Time, upon the terms and conditions herein
set forth;


 


AND
WHEREAS, all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided
in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;


 


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


 


NOW
THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent
to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the
holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:


 


Article
1


INTERPRETATION


1.1
Definitions.


 


In
this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:


 


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


 




    	 	 	 



    	- 2 -



    

 


“Applicable
Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute,
relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent
that such provisions are at the time in force and applicable to this Indenture;


 


“Auditors”
means MNP, LLP or such other firm of chartered accountants duly appointed as auditors of the Corporation, from time to time;


 


“Authenticated”
means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation and authenticated
by manual signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant,
one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated
Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating”
and “Authentication” have the appropriate correlative meanings;


 


“Book
Entry Only Participants” or “Participants” means institutions that participate directly or indirectly
in the Depository’s book entry registration system for the Warrants;


 


“Book
Entry Only Warrants” means Warrants that are to be held only by or on behalf of the Depository;


 


“Brokered
Warrants” has the meaning ascribed thereto in the recitals to this Indenture;


 


“Business
Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are
not open for business in the City of Toronto, Province of Ontario, and shall be a day on which the CSE is open for trading;


 


“CDS
Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name
of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant
Certificate;


 


“Certificated
Warrant” means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached
hereto;


 


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


 


“Compensation
Warrants” has the meaning ascribed thereto in the recitals to this Indenture;


 


“Corporation”
means Bunker Hill Mining Corp. or any successor entity thereto;


 


“Counsel”
means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the
Corporation and acceptable to the Warrant Agent, which may or may not be counsel for the Corporation;


 




    	 	 	 



    	- 3 -



    

 


“CSE”
means the Canadian Securities Exchange or any subsequent recognized Canadian national exchange on which the Common Shares are
traded;


 


“Current
Market Price” of the Common Shares at any date means the weighted average of the trading price per Common Share for
such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior
to such date on the CSE or if on such date the Common Shares are not listed on the CSE, on such stock exchange upon which such
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 of the Corporation;


 


“Depository”
means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as
depository in respect of the Warrants;


 


“Dividends”
means any dividends paid by the Corporation on its Common Shares;


 


“Effective
Date” means the date of this Indenture;


 


“Exchange
Rate” means the number of Common Shares subject to the right of purchase under each Warrant;


 


“Exercise
Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly
exercised in accordance with Article 3 hereof;


 


“Exercise
Notice” has the meaning set forth in Section 3.2(a);


 


“Exercise
Price” at any time means the price at which a whole Common Share may be purchased by the exercise of a whole Warrant,
which is initially $0.50 per Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance
with the provisions of Section 4.1;


 


“Expiry
Date” means August 31, 2023;


 


“Expiry
Time” means 4:00 p.m. (Toronto time) on the Expiry Date;


 


“Extraordinary
Resolution” has the meaning set forth in Section 7.11(a) of this Indenture;


 


“Indemnified
Parties” has the meaning ascribed thereto in Section 9.7(e) of this Indenture


 


“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 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 made
to be complete under the operating procedures followed at the time by the Warrant Agent, it being understood that neither preparation
nor issuance shall constitute part of such procedures for any purpose of this definition;


 




    	 	 	 



    	- 4 -



    

 


“Issue
Date” means the day of closing of the Private Placement;


 


“person”
means an individual, body corporate, partnership, limited liability company, trust, warrant agent, executor, administrator, legal
representative or any unincorporated organization;


 


“Private
Placement” has the meaning ascribed thereto in the recitals to this Indenture;


 


“register”
means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9 of this Indenture:


 


“Registered
Warrantholders” means the persons who are registered owners of Warrants as appearing on the register;


 


“Regulation
D” means Regulation D as promulgated by the United States Securities and Exchange Commission under the U.S. Securities
Act;


 


“Regulation
S” means Regulation S as promulgated by the United States Securities and Exchange Commission under the U.S. Securities
Act;


 


“Restricted
Uncertificated Warrant” means an Uncertificated Warrant that is marked to bear the U.S. Legend;


 


“SEC”
means the U.S. Securities and Exchange Commission;


 


“Shareholders”
means holders of Common Shares;


 


“Subscription
Agreement” has the meaning ascribed thereto in Section 3.2(d)(ii);


 


“successor
entity” has the meaning ascribed thereto in Section 8.2 of this Indenture;


 


“Tax
Act” means the Income Tax Act (Canada) and the regulations thereunder;


 


“this
Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto”
“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;


 


“Trading
Day” means, with respect to the CSE, a day on which such exchange is open for the transaction of business or, with respect
to another exchange or an over-the-counter market, a day on which such exchange or market is open for the transaction of business;


 


“U.S.
Common Share Legend” has the meaning set forth in Section 3.3(b);


 


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


 


“U.S.
Legend” has the meaning set forth in Section 2.8(a).


 




    	 	 	 



    	- 5 -



    

 


“U.S.
Person” has the meaning set forth in Rule 902(k) of Regulation S;


 


“U.S.
Purchaser” means an original purchaser of the units of which the Warrants comprise a part, who was, at the time of purchase,
(a) a U.S. Person, (b) any person purchasing such units on behalf of, or for the account or benefit of, any U.S. Person or any
person in the United States, (c) any person who receives or received an offer to acquire such units while in the United States,
and (d) any person who was in the United States at the time such person’s buy order was made or the subscription agreement
pursuant to which such convertible debenture units were acquired was executed or delivered;


 


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


 


“U.S.
Warrantholder” means any (a) Warrantholder that (i) is a U.S. Person, (ii) is in the United States, (iii) received an
offer to acquire Warrants while in the United States, or (iv) was in the United States at the time such Warrantholder’s
buy order was made or such Warrantholder executed or delivered its purchase order for the Warrants or (b) person who acquired
Warrants on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States;


 


“U.S.
Warrantholder Letter” means the U.S. Warrantholder letter in substantially the form attached hereto as Schedule “D”;


 


“Uncertificated
Warrant” means any Warrant that is not a Certificated Warrant;


 


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


 


“Warrant
Agency” means the principal office of the Warrant Agent in the City of Toronto, Ontario or such other place as may be
designated in accordance with Section 3.5;


 


“Warrant
Agent” means Capital Transfer Agency ULC, in its capacity as warrant agent of the Warrants, or its successors from time
to time;


 


“Warrant
Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence
those Warrants that will be evidenced by a certificate;


 


“Warrantholders”,
or “holders” without reference to Warrants, means the persons entered in the register hereinafter mentioned
as holders of Warrants outstanding at such time;


 


“Warrantholders’
Request” means an instrument signed in one or more counterparts by Registered Warrantholders holding in the aggregate
not less than 25% of the aggregate number of all Warrants then-unexercised and then-outstanding, requesting the Warrant Agent
to take some action or proceeding specified therein;


 




    	 	 	 



    	- 6 -



    

 


“Warrants”
means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned
hereunder as a Certificated Warrant and/or Uncertificated Warrant held through the book entry registration system on a no certificate
issued basis, entitling the holder or holders thereof to purchase one (1) Common Shares (subject to adjustment as herein provided)
per Warrant at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the Warrants issued
and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant; and


 


“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 any two duly authorized signatories of the Corporation and may consist
of one or more instruments so executed.


 


1.2
Gender and Number.


 


Words
importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice
versa.


 


1.3
Headings, Etc.


 


The
division of this Indenture into Articles and Sections, 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 or of the Warrants.


 


1.4
Day not a Business Day.


 


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


 


1.5
Time of the Essence.


 


Time
shall be of the essence of this Indenture.


 


1.6
Monetary References.


 


Whenever
any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.


 


1.7
Applicable Law.


 


This
Indenture, the Warrants, the Warrant Certificates (including 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
of Canada applicable therein and shall be treated in all respects as Ontario contracts. Each of the parties hereto, which shall
include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario with respect
to all matters arising out of this Indenture and the transactions contemplated herein.


 




    	 	 	 



    	- 7 -



    

 


Article
2


ISSUE
OF WARRANTS


 


2.1
Creation and Issue of Warrants.


 


A
maximum of 58,285,714 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued in accordance
with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall issue and deliver Warrant Certificates
to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests
in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent
for an amount representing the aggregate number of such Warrants outstanding from time to time.


 


2.2
Terms of Warrants.



 


	 	(a)	Subject
    to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance
    with Section 4.1, each Warrant shall entitle each holder thereof, upon the exercise thereof at any time after the Issue Date
    and prior to the Expiry Time, to acquire one (1) Common Share upon payment of the Exercise Price.
	 	 	 
	 	(b)	No
    fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient
    number to acquire whole numbers of Common Shares. Any fractional Warrants shall be rounded down to the nearest whole number.
	 	 	 
	 	(c)	Each
    Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.
	 	 	 
	 	(d)	The
    number of Common Shares that may be purchased pursuant to the Warrants, and the Exercise Price therefor shall be adjusted
    upon the events and in the manner specified in Section 4.1.


 


2.3
Warrantholder not a Shareholder.


 


Except
as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a
Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever
as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders
or any other proceedings of the Corporation, or the right to Dividends and other allocations.


 


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.


 




    	 	 	 



    	- 8 -



    

 


2.5
Form of Warrants, Certificated Warrants.


 


The
Warrants may be issued in both certificated and uncertificated form. Each Warrant (a) will be evidenced by a Warrant Certificate
that bears the U.S. Legend or (b) shall be issued in the form of a Restricted Uncertificated Warrant that is marked to bear the
U.S. Legend. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements
issued in accordance with this Indenture), substantially in the form set out in Schedule “A” hereto, which 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 the Depository
may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register
of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.9.


 


2.6
Book Entry Only Warrants.


 


	 	(a)	Registration
    of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration
    system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing
    ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by
    the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global
    Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive
    Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding
    any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository
    or in the form of Uncertificated Warrants [NTD: it appears that the end of this sentence has been cut off].
	 	 	 
	 	(b)	Notwithstanding
    any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered,
    and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the
    Depository for such CDS Global Warrants or a nominee thereof unless:


 


	 	(i)	the
    Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the
    Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
	 	 	 
	 	(ii)	the
    Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities
    as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;


 




    	 	 	 



    	- 9 -



    

 


	 	(iii)	the
    Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable
    to locate a qualified successor;
	 	 	 
	 	(iv)	the
    Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
	 	 	 
	 	(v)	such
    right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
	 	 	 
	 	(vi)	the
    Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder; or


 


	 	(vii)	such
    registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,


 


following
which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants
or their nominees as directed by the holder. The Corporation shall provide a certificate of the Corporation giving notice to the
Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi).


 


	 	(c)	Subject
    to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may
    be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued
    in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS
    Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except
    insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon
    such exchange.
	 	 	 
	 	(d)	Every
    Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS
    Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form
    of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository
    for such CDS Global Warrant or a nominee thereof.
	 	 	 
	 	(e)	Notwithstanding
    anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated
    Warrant, unless otherwise requested in writing by the Depository or the Corporation.
	 	 	 
	 	(f)	The
    rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry
    registration system shall be limited to those established by applicable law and agreements between the Depository and the
    Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold
    securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised
    through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.


 




    	 	 	 



    	- 10 -



    

 


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


 


	 	(i)	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 entry registration system (other than
    the Depository or its nominee);
	 	 	 
	 	(ii)	maintaining,
    supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
	 	 	 
	 	(iii)	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.


 


	 	(h)	The
    Corporation may terminate the application of this Section 2.6 in its sole discretion in which case all Warrants shall be evidenced
    by Warrant Certificates registered in the name of a person other than the Depository.


 


2.7
Warrant Certificate.


 


	 	(a)	For
    Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule
    “A” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate
    shall be Authenticated manually on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any duly authorized
    signatory of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or
    otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation
    as if it had been signed manually. Any Warrant Certificate which has a signature as hereinbefore provided shall be valid notwithstanding
    that the person whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of
    issuance of such certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and
    partly in another, as the Warrant Agent may determine.
	 	 	 
	 	(b)	The
    Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer,
    partial payment, or otherwise) by completing its Internal Procedures, 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 Authentication
    shall be conclusive evidence that each 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.


 




    	 	 	 



    	- 11 -



    

 


	 	(c)	Any
    Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant
    Certificate shall, subject to the terms of this Indenture and applicable law, validly entitle the holder to acquire Common
    Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.
	 	 	 
	 	(d)	No
    Warrant shall be considered issued, valid or obligatory nor shall the holder thereof be entitled to the benefits of this Indenture
    until the Warrant has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry
    on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture
    or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication 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 Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall
    be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that
    the holder thereof is entitled to the benefits of this Indenture.
	 	 	 
	 	(e)	No
    Certificated Warrant shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle
    the holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf
    of the Warrant Agent substantially in the form of the Warrant Certificate set out in Schedule “A” hereto. Such
    Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated
    and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.
	 	 	 
	 	(f)	No
    Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits
    of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant.
    Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated
    Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.
	 	 	 
	 	(g)	The
    Authentication by the Warrant Agent of any Warrants whether by way of entry on the register or otherwise shall not be construed
    as a representation or warranty by the Warrant Agent as to the validity of this Indenture or such Warrants (except the due
    Authentication 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 Warrants or any of them or the proceeds thereof.


 




    	 	 	 



    	- 12 -



    

 


2.8
Legends.


 


	 	(a)	Neither
    the Warrants nor the Common Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act
    or under any United States state securities laws. Each Warrant Certificate and Uncertificated Warrant, and each Warrant Certificate
    and each Uncertificated Warrant issued in exchange therefor or in substitution thereof, shall bear or be deemed to bear the
    following legends or such variations thereof as the Corporation may prescribe from time to time (the “U.S. Legend”)
    (and, in the case of an Uncertificated Warrant, shall be issued in the form of a Restricted Uncertificated Warrant) unless
    in the opinion of U.S. securities counsel to the Corporation the U.S. Legend is not required:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S.
SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS,
OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS
GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF
COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.”


 


“THIS
WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT
MAY NOT BE EXERCISED UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES”
AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”


 




    	 	 	 



    	- 13 -



    

 


provided
that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or another transaction
that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed
(or the Warrants may be transferred to an unrestricted CUSIP) by delivery to the Warrant Agent and the Corporation of an opinion
of counsel, of recognized standing satisfactory to the Corporation and the Warrant Agent, to the effect that such legend (or restricted
CUSIP) is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws;


 


provided
further that, if any such securities are being sold outside the United States in compliance with the requirements of Rule
904 of Regulation S, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer
agent of the Corporation and to the Corporation, in substantially the form set forth as Schedule “C” of this Warrant
Indenture (or in such other form as the Corporation may prescribe from time to time);


 


The
Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for
the removal of the legend set forth above.


 


	 	(b)	Each
    CDS Global Warrant originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange
    therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the
    Corporation may prescribe from time to time:


 


“UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”)
TO BUNKER HILL MINING 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.”


 




    	 	 	 



    	- 14 -



    

 


	 	(c)	Each
    Certificated Warrant and each CDS Global Warrant issued on the date hereof (and each such Certificated Warrant or CDS Global
    Warrant, as the case may be, issued in exchange therefore or in substitution thereof prior to the date that is four months
    and a day after the date hereof) shall bear or be deemed to bear the following legend or such variations thereof as the Corporation
    may prescribe from time to time:


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE 4 MONTHS AND1
DAY FOLLOWING ISSUANCE DATE].”


 


	 	(d)	Notwithstanding
    any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever
    shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend
    contained in subsections 2.8(a) or 2.8(b), or with the relevant securities laws or regulations, including, without limitation,
    Regulation S, and the Warrant Agent shall be entitled to assume that all transfers that are processed in accordance with this
    Indenture are legal and proper.


 


2.9
Register of Warrants.


 


	 	(a)	The
    Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall
    contain the information called for below with respect to each Warrant, together with such other information as may be required
    by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records
    which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated
    party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants
    at any time shall include (without limitation):


 


	 	(i)	the
    name and address of the holder of the Warrants, the date of Authentication thereof and the number of Warrants;
	 	 	 
	 	(ii)	whether
    such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code
    assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;
	 	 	 
	 	(iii)	whether
    such Warrant has been cancelled; and
	 	 	 
	 	(iv)	a
    register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.


 




    	 	 	 



    	- 15 -



    

 


The
register shall be available for inspection by the Corporation or any Warrantholder during the Warrant Agent’s regular business
hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right
of inspection shall first provide an affidavit, in form satisfactory to the Corporation and the Warrant Agent, stating the name
and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a
meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.


 


	 	(b)	Once
    an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time
    of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper
    instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to
    make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a
    holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably: (i) consented
    to the foregoing authority of the Warrant Agent to make such minor error corrections; and, (ii) agreed to pay to the Warrant
    Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal
    fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant
    Agent) sustained by the Corporation or the Warrant Agent as a proximate result of such error if, but only if, and only to
    the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented,
    forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof
    whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided that no person
    who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.


 


2.10
Issue in Substitution for Warrant Certificates Lost, etc.


 


	 	(a)	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 and bearing the
    same legend, if applicable, 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.


 




    	 	 	 



    	- 16 -



    

 


	 	(b)	The
    applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 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 shall 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.


 


2.11
Exchange of Warrant Certificates.


 


	 	(a)	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, and bearing the same legend, if applicable, as represented
    by the Warrant Certificate or Warrant Certificates so exchanged.
	 	 	 
	 	(b)	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 from the holder (or such other instructions, in form satisfactory
    to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.
	 	 	 
	 	(c)	Warrant
    Certificates exchanged for Warrant Certificates that bear the legend set forth in Section 2.8(a) shall bear the same legend.


 


2.12
Transfer and Ownership of Warrants.


 


	 	(a)	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 only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant
    Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule
    “A” (together with a declaration for removal of legend or opinion of counsel, if required by Section 2.8(a));
    (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry
    registration system; and (c) 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;


 




    	 	 	 



    	- 17 -



    
 


	 	 	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 of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant
    Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository
    are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
	 	 	 
	 	(b)	If
    a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.8(a), the Warrant Agent shall not register
    such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made
    to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule
    904 of Regulation S in circumstances where Rule 905 of Regulation S does not apply, and in compliance with applicable local
    laws and regulations, and the transferor delivers to the Warrant Agent a declaration substantially in the form set forth in
    Schedule “C” to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from
    time to time prescribe, together with such other evidence of the availability of an exemption (which may, without limitation,
    include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation and the Warrant Agent) as
    the Warrant Agent may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements
    of the U.S. Securities Act provided by Rule 144 thereunder, if available, and in each case in accordance with any applicable
    state securities or “blue sky” laws; or (D) the transfer is made in another transaction that does not require
    registration under the U.S. Securities Act or any applicable state securities laws; provided that, it has prior to any transfer
    pursuant to Sections 2.12(b)(C) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel in
    form and substance reasonably satisfactory to the Corporation and the Warrant Agent, to such effect. In relation to a transfer
    under (C) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing,
    reasonably satisfactory to the Corporation in form and substance to the effect that the U.S. restrictive legend set forth
    in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant
    Certificates received by the transferee will continue to bear the legend set forth in Section 2.8(a).
	 	 	 
	 	(c)	Subject
    to the provisions of this Indenture, Applicable Legislation 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.


 


2.13
Cancellation of Surrendered Warrants.


 


All
Warrant Certificates surrendered pursuant to Article 3 or transferred or exchanged pursuant to Article 2 shall be cancelled by
the Warrant Agent, and, upon such circumstances, all such Uncertificated Warrants shall be deemed cancelled and so noted on the
register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation
certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Common
Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange
for such Warrant Certificates cancelled.


 




    	 	 	 



    	- 18 -



    

 


Article
3


EXERCISE
OF WARRANTS


 


3.1
Right of Exercise.


 


Subject
to the provisions hereof, each Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one
(1) Common Share for each Warrant after the Issue Date and prior to the Expiry Time, subject to adjustment, and in accordance
with the conditions herein; provided, however, that if a Warrant tendered for exercise bears the legend set forth in Section 2.8(a),
such exercise must be permitted under the U.S. Securities Act or under any United States state securities laws.


 


3.2
Warrant Exercise.


 


	 	(a)	Registered
    Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Common Shares must,
    if permitted pursuant to the terms and conditions hereunder and as set forth in any applicable legend, complete the exercise
    form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule
    “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not,
    in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially
    and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed
    Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate
    Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed
    to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents
    are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to
    above.
	 	 	 
	 	(b)	In
    addition to completing the Exercise Notice attached to the Warrant Certificate(s), a Warrantholder who is (i) present in the
    United States, (ii) a U.S. Person, (iii) a person exercising such Warrants for the account or benefit of a U.S. Person or
    a person in the United States, (iv) executing or delivering the Exercise Form attached as Schedule “B” hereto
    in the United States, or (v) requesting delivery in the United States of the Common Shares issuable upon exercise of the Warrants,
    must provide: (a) a completed and executed U.S. Warrantholder Letter; (b) an opinion of counsel, of recognised standing, in
    form and substance reasonably satisfactory to the Corporation and the Warrant Agent, that the exercise is exempt from the
    registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States; or
    (c) in the case of a Warrantholder that is the original U.S. purchaser who purchased the Warrants pursuant to a Subscription
    Agreement and is exercising such Warrants for its own account or for the account or benefit of a disclosed principal that
    was named in the Subscription Agreement pursuant to which it purchased such Warrants, and was and is, and such disclosed principal,
    if any, was and is, an “accredited investor” within the meaning of Rule 501(a) of Regulation D both on the date
    the Warrants were purchased and at the time of exercise of such Warrants and the representations and warranties of the Warrantholder
    made in the original Subscription Agreement, including the Certificate of U.S. Accredited Investor Status attached thereto,
    remain true and correct as of the date of exercise of the Warrants (which written certification shall be deemed delivered
    by checking Box B in the Exercise Form attached as Schedule “B” hereto).


 




    	 	 	 



    	- 19 -



    

 


	 	(c)	A
    Registered Warrantholder evidenced by a security entitlement in respect of Warrants must complete the Exercise Notice and
    deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation
    for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to
    be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or
    other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.
	 	 	 
	 	(d)	A
    beneficial owner of Warrants issued in uncertificated form evidenced by a security entitlement in respect of Warrants in the
    book entry registration system who desires to exercise his or her Warrants must do so 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 Warrants
    in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for
    the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise
    Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means
    through a book based registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry
    Only Participant through a book based registration system, including CDSX, shall constitute a representation to both the Corporation
    and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants either:
	 	 	 
	 	 	(i)	(A)
    is not in the United States; (B) 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; (C) did not acquire the Warrants in the United States or on behalf of, or for the account or
    benefit of a U.S. Person or a person in the United States; (D) did not receive an offer to exercise the Warrant in the United
    States; (E) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States;
    and (F) has, in all other respects, complied with the terms of Regulation S under the U.S. Securities Act in connection with
    such exercise; or


 




    	 	 	 



    	- 20 -



    

 


	 	 	(ii)	is
    the original purchaser of the Warrants and who executed and delivered a subscription agreement (a “Subscription Agreement”)
    to the Corporation in connection with its purchase of units of the Corporation pursuant to the private placement under which
    the Warrants were issued, and the representations, warranties and covenants made by the U.S. Warrantholder in such Subscription
    Agreement remain true and correct.
	 	 	 	 
	 	 	If
    the Book Entry Only Participant is not able to make or deliver either the representations in Section 3.2(d)(i) or the representations
    in Section 3.2(d)(ii) by initiating the electronic exercise of the Warrants, then (a) such Warrants shall be withdrawn from
    the book based registration system, including CDSX, by the Book Entry Only Participant; (b) an individually registered Warrant
    Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Book Entry Only Participant and (c) the exercise
    procedures set forth in Section 3.2(a) shall be followed.
	 	 	 
	 	(e)	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 Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate
    Exercise Price electronically to the Warrant Agent for prompt onward payment by the Warrant Agent to the Corporation which
    the Warrant Agent will promptly pay to the Corporation, and the Warrant Agent will execute the exercise by issuing to the
    Depository through the book entry registration system the Common Shares to which the exercising beneficial owner 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.
	 	 	 
	 	(f)	By
    causing a Book Entry Only Participant to deliver notice to the Depository, a beneficial owner 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 of the Warrants and the receipt of Common Shares in connection with the obligations
    arising from such exercise.
	 	 	 
	 	(g)	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 beneficial owner’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 beneficial owner.


 




    	 	 	 



    	- 21 -



    

 


	 	(h)	Any
    exercise form or Exercise Notice referred to in this Section 3.2 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.
	 	 	 
	 	(i)	Any
    exercise referred to in this Section 3.2 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 Notice executed by the Registered Warrantholder
    or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.
	 	 	 
	 	(j)	Warrants
    may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes
    the certifications set forth on the Exercise Notice set out in Schedule “B” or as provided herein.
	 	 	 
	 	(k)	If
    the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the
    amended Exercise Notice to be forwarded to all Registered Warrantholders.
	 	 	 
	 	(l)	Exercise
    Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business
    hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after
    business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on
    the next following Business Day.
	 	 	 
	 	(m)	Any
    Warrant with respect to which an Exercise Notice or Confirmation is not received by the Warrant Agent before the Expiry Time
    shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.


 


3.3
U.S. Prohibition.


 


The
Warrants and the Common Shares issuable upon exercise thereof have not been registered under the U.S. Securities Act or any state
securities laws, and the Warrants may not be exercised unless a registration statement under the U.S. Securities Act is in effect
or an exemption from such registration requirements is available.


 


	 	(a)	Warrants
    may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate and in the Exercise
    Notice attached thereto.


 




    	 	 	 



    	- 22 -



    

 


 


	 	(b)	Common
    Shares issued upon the exercise of any Certificated Warrant shall be issued in certificated form and, upon such issuance,
    shall bear the following legend (the “U.S. Common Share Legend”) unless in the opinion of U.S. securities
    counsel to the Corporation the U.S. Common Share Legend is not required:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S.
SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS,
OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS
GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF
COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.”


 


provided
that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, the legend may
be removed by delivery to the registrar and transfer agent of the Corporation of an opinion of counsel, of recognized standing
reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements
of the U.S. Securities Act and applicable state securities laws;


 


provided
further that, if any such securities are being sold outside the United States in compliance with the requirements of Rule
904 of Regulation S, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer
agent of the Corporation and to the Corporation, in substantially the form set forth as Schedule “C” of this Warrant
Indenture (or in such other form as the Corporation may prescribe from time to time).


 


	 	(c)	Common
    Shares issued upon the exercise of a Restricted Uncertificated Warrant shall be issued in uncertificated form and will bear
    the U.S. Common Share Legend unless in the opinion of U.S. securities counsel to the Corporation the U.S. Common Share Legend
    is not required.
	 	 	 
	 	(d)	Certificates
    representing Common Shares issued upon the exercise of Warrant Certificates (and issued in substitution or exchange therefor)
    prior to the date that is four months and one day after the Issue Date hereof shall bear the following legend:


 




    	 	 	 



    	- 23 -



    

 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE 4 MONTHS AND1
DAY FOLLOWING ISSUANCE DATE].”


 


3.4
Transfer Fees and Taxes.


 


If
any of the Common Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered
Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate
and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes, and
the Corporation will 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 Agent on behalf of the Corporation, the amount of such tax or shall have established
to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.


 


3.5
Warrant Agency.


 


To
facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be
required, the Corporation has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or
transfer 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 the Warrant Agency (subject to the Warrant Agent’s prior approval)
and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. 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. The Warrant Agent
will, from time to time, when requested to do so by the Corporation or any Registered Warrantholder and upon payment of the Warrant
Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of
Warrants held by each such Registered Warrantholder.


 


3.6
Effect of Exercise of Warrant Certificates.


 


	 	(a)	Upon
    the exercise of Warrants pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4, 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 shall be deemed to have become the holder or holders of such Common Shares on the Exercise
    Date unless the register 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 register is reopened. It is hereby understood that, in order for persons to whom Common Shares are to be
    issued, to become holders of Common Shares of 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 Business Day prior to
    such Exercise Date.



 



    	 	 	 



    	- 24 -



    

 


	 	(b)	As
    soon as practicable, and in any event no later than within five Business Days after the Exercise Date with respect to a Warrant,
    the Warrant Agent shall cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered
    or, 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 entry registration system.


 


3.7
Partial Exercise of Warrants; Fractions.


 


	 	(a)	The
    holder of any Warrants may exercise his right to acquire a number of whole Common Shares less than the aggregate number that
    the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number that the holder
    is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge
    therefor, one or more new Warrant Certificates, bearing the same legend, if applicable, or other appropriate evidence of Warrants,
    in respect of the balance of the Warrants held by such holder and which were not then exercised.
	 	 	 
	 	(b)	Notwithstanding
    anything herein contained including any adjustment provided for in Section 4.1, no fractional Common Shares will be issuable
    upon any exercise of any Warrant, and the holder of such Warrant will not be entitled to any cash payment or compensation
    in lieu of a fractional Common Share. Warrants may only be exercised in a sufficient number to acquire whole numbers of Common
    Shares. Any fractional Common Shares shall be rounded down to the nearest whole number.


 


3.8
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.


 


3.9
Accounting and Recording.


 


	 	(a)	The
    Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to
    the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation
    for that purpose), all monies received by the Warrant Agent on the subscription of 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
    as in trust for, and shall be segregated and kept apart by the Warrant Agent on behalf of the Warrantholders and the Corporation
    as their interests may appear.



 



    	 	 	 



    	- 25 -



    

 


	 	(b)	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.


 


3.10
Securities Restrictions.


 


Notwithstanding
anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws
of any applicable jurisdiction.


 


Article
4


ADJUSTMENT
OF NUMBER OF COMMON SHARES AND EXERCISE PRICE


 


4.1
Adjustment of Number of Common Shares and Exercise Price.


 


The
subscription rights in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject
to adjustment, from time to time, as follows:


 


	 	(a)	if,
    at any time during the Adjustment Period, the Corporation shall:
	 	 	 	 
	 	 	(i)	subdivide,
    re-divide or change its outstanding Common Shares into a greater number of Common Shares;
	 	 	 	 
	 	 	(ii)	reduce,
    combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or
	 	 	 	 
	 	 	(iii)	issue
    Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders
    of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise
    of Warrants or any outstanding options);


 


	 	 	(any
    of such events in Section 4.1(a)(i), (ii) or (iii) being called a “Common Share Reorganization”), then
    the Exercise Price shall be adjusted as of the effective date or record date of such subdivision, re-division, change, reduction,
    combination, consolidation or distribution, 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, re-division,
    change or distribution, 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 by multiplying the Exercise Price
    in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number
    of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization
    and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after
    giving effect to such Common Shares Reorganization (including, in the case where securities exchangeable for or convertible
    into Common Shares are distributed, the number of Common Share that would have been outstanding had such securities been exchanged
    for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively whenever
    any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a),
    the Exchange Rate 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 Exercise Price in effect immediately prior to such
    adjustment and the denominator shall be the Exercise Price resulting from such adjustment;


 




    	 	 	 



    	- 26 -



    

 


	 	(b)	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 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 Common Share (or having a conversion or exchange price per Common Share)
    less than 95% of the Current Market Price on such record date (a “Rights Offering”), 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 the 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 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
    no such rights or warrants are 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, if any such rights or warrants are exercised,
    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 Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date
    so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of
    which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be
    the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is
    fixed, provided that, if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within
    a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest
    of such record dates;


 




    	 	 	 



    	- 27 -



    

 


	 	(c)	if
    and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution
    to all or substantially all the holders of its outstanding Common Shares of: (i) securities of any class, whether of the Corporation
    or any other trust (other than Common Shares); (ii) rights, options or warrants to subscribe for or purchase Common Shares
    (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering; (iii)
    evidences of its indebtedness; or (iv) any property or other assets, 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 the Current Market Price on such record date, less the excess, if any, of the fair market
    value on such record date, as determined by the Corporation reasonably and in good faith (whose determination shall be conclusive),
    subject to any required stock exchange approval, of such securities or other assets so issued or distributed over the fair
    market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which
    the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market
    Price; and Common Shares owned by or held for the account of the Corporation 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 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. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c),
    the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying
    the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect
    immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;



 



    	 	 	 



    	- 28 -



    

 


	 	(d)	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 Section 4.1(a) or a consolidation, amalgamation, arrangement or merger of the
    Corporation with or into any other body corporate, trust, partnership, limited liability company 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, limited liability company or other entity, any Registered 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 upon payment
    of the Exercise Price and shall accept, in lieu of the number of Common Shares that prior to such effective date the Registered
    Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation
    or of the body corporate, trust, partnership, limited liability company 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 Registered Warrantholder
    would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement
    or merger, sale or conveyance, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been
    the registered holder of the number of Common Shares to which prior to such effective date it was entitled to acquire upon
    the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect
    to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate,
    partnership, limited liability company, 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 Registered 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 Registered 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 Section
    4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered
    into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, limited liability
    company, 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;
	 	 	 
	 	(e)	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 Registered
    Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Common Shares
    issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that
    the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’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 Registered Warrantholder would, but for the provisions
    of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;



 



    	 	 	 



    	- 29 -



    

 


	 	(f)	in
    any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise
    Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any
    required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b)
    or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), 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 Warrant 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;
	 	 	 
	 	(g)	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, re-divisions, 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 1% in the Exercise Price then in effect; provided, however, that any adjustments
    that, by reason of this Section 4.1(g), are not required to be made shall be carried forward and taken into account in any
    subsequent adjustment; and
	 	 	 
	 	(h)	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 Registered 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 Registered 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 Common Shares on Exercise of Warrant.


 


All
Common Shares or shares of any class or other securities, which a Registered 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 Common Shares that such Registered 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 this Indenture or in connection with: (a) any share incentive plan or restricted share plan or
share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the
Corporation; (b) the satisfaction of existing instruments issued at the date hereof; or (c) payment of Dividends in the ordinary
course.


 




    	 	 	 



    	- 30 -



    

 


4.4
Determination by Independent Firm.


 


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 an independent firm of chartered accountants (other than the 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 holders 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 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 Common Shares 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 Section 4.1, 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. The Warrant Agent shall rely, and shall be protected in so doing, upon
the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant
to this Article 4 for all purposes.


 


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 Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter
for which an adjustment may be required pursuant to Section 4.1. 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 Corporation shall use its reasonable
commercial efforts to give such notice not less than 14 days prior to such applicable record date. If notice has been given and
the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant
Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.


 




    	 	 	 



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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
would deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the
period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.


 


4.9
Other Action.


 


If
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 Registered Warrantholders,
the Exercise Price and/or the Exchange Rate, 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 and in good faith, in their sole discretion,
as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment
will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been
obtained.


 


4.10
Protection of Warrant Agent.


 


The
Warrant Agent shall not:


 


	 	(a)	at
    any time be under any duty or responsibility to any Registered 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;
	 	 	 
	 	(b)	be
    accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any other securities
    or property which may, at any time, be issued or delivered upon the exercise of the rights attaching to any Warrant;
	 	 	 
	 	(c)	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 4; and
	 	 	 
	 	(d)	incur
    any liability 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.


 


4.11
Participation by Warrantholder.


 


No
adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event
described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants
prior to, or on the effective date or record date of, such event.


 




    	 	 	 



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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, if any, the Corporation
may, from time to time purchase, 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. In the case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this
Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants.
In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on
the register of Warrant and in accordance with procedures prescribed by the Depository under the book entry registration system.
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:


 


	 	(a)	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;
	 	 	 
	 	(b)	it
    will cause 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 Warrants and the terms hereof;
	 	 	 
	 	(c)	all
    Common Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable;
	 	 	 
	 	(d)	it
    will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course;
	 	 	 
	 	(e)	it
    will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including
    without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for
    trading on the CSE (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall
    not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover
    bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the CSE, so long as the
    holders of Common Shares receive securities of an entity that is listed on a stock exchange in Canada or the United States,
    or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable
    corporate and securities laws and the policies of the CSE or other Canadian stock exchange on which the Common Shares are
    trading;


 




    	 	 	 



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	 	(f)	it
    will make all requisite filings under applicable United States and Canadian securities legislation including those necessary
    to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes
    a reporting issuer provided that this clause shall not be construed as limiting or restricting the Corporation from completing
    a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed
    and posted for trading on the CSE (or such other Canadian stock exchange acceptable to the Corporation), so long as the holders
    of Common Shares receive securities of an entity that is listed on a stock exchange in Canada or the United States, or cash,
    or the holders of the Common shares have approved the transaction in accordance with the requirements of applicable corporate
    and securities laws and the policies of the CSE or other Canadian stock exchange on which the Common Shares are trading;
	 	 	 
	 	(g)	it
    will perform and carry out all of the acts or things to be done by it as provided in this Indenture; and
	 	 	 
	 	(h)	the
    Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this
    Warrant Indenture which remains unrectified for more than five days following its occurrence.
	 	 	 


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 duties 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. Any amount owing
hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the
Warrant Agent against unpaid invoices and shall be payable upon demand. This Section 5.3 shall survive the resignation or removal
of the Warrant Agent and/or the termination of this Indenture.


 


5.4
Performance of Covenants by Warrant Agent.


 


If
the Corporation fails to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered
Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed
by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered 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.


 




    	 	 	 



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5.5
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 and Authenticated 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 upon exercise of Warrants issued under this Indenture to be duly issued and delivered
in accordance with the terms of this Indenture.


 


Article
6


ENFORCEMENT


 


6.1
Suits by Registered Warrantholders.


 


All
or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the
Registered 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 Registered
Warrantholders.


 


6.2
Suits by the Corporation.


 


The
Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent
to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively
to instruct the Warrant Agent to cancel the share certificates and amend the securities register accordingly.


 


6.3
Waiver of Default.


 


Upon
the happening of any default hereunder:


 


	 	(a)	the
    Registered Warrantholders of not less than 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
	 	 	 
	 	(b)	the
    Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem
    advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall
    have been cured or adequate provision made therefor;


 




    	 	 	 



    	- 35 -



    

 


provided
that no delay or omission of the Warrant Agent or of the Registered 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 Registered 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 REGISTERED 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 and funded to its reasonable satisfaction by the Corporation or by the Registered 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 Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven
days after receipt of such written request of the Corporation or such Warrantholders’ Request and the indemnity and funding
given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such
meeting shall be held in the City of Toronto, Ontario or at such other place as may be mutually approved or determined by the
Warrant Agent and the Corporation.


 


7.2
Notice.


 


At
least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders
in the manner provided for in Section 10.2 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 Registered 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 Section 7.2.


 


7.3
Chairman.


 


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


 




    	 	 	 



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7.4
Quorum.


 


Subject
to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s)
present in person or by proxy holding at least 10% of the aggregate number of all the then outstanding Warrants. If a quorum of
the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting,
if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the
meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be
adjourned to the next following Business Day) at the same time and place 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 be present at the commencement
of business. At the adjourned meeting the Registered 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 hold at least 10% of the
aggregate number of all then outstanding Warrants.


 


7.5
Power to Adjourn.


 


The
chairman of any meeting at which a quorum of the Registered 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.


 


	 	(a)	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 Registered Warrantholders acting in person or by proxy and entitled to acquire in
    the aggregate at least 5% of all the Warrants then outstanding, 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.
	 	 	 
	 	(b)	On
    a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one
    or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered 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
    Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall
    be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.


 




    	 	 	 



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7.8
Regulations.


 


	 	(a)	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 the setting of the record date for a meeting for the purpose of determining
    Registered Warrantholders entitled to receive notice of and to vote at the meeting.
	 	 	 
	 	(b)	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 Registered Warrantholder,
    or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders
    or proxies of Registered Warrantholders.


 


7.9
Corporation and Warrant Agent May be Represented.


 


The
Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation
and for the Warrant Agent may attend any meeting of the Registered Warrantholders.


 


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 Registered Warrantholders
at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:


 


	 	(a)	to
    agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or
    the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably)
    or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;
	 	 	 
	 	(b)	to
    amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;
	 	 	 
	 	(c)	to
    direct or to authorize the Warrant Agent, subject to Section 9.2(b) hereof, to enforce any of the covenants on the part of
    the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner
    specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;
	 	 	 
	 	(d)	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 either unconditionally or upon any conditions specified in such Extraordinary Resolution;
	 	 	 
	 	(e)	to
    restrain any Registered 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 to enforce any of the rights of
    the Registered Warrantholders;


 




    	 	 	 



    	- 38 -



    

 


	 	(f)	to
    direct any Registered 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 Registered
    Warrantholder in connection therewith;
	 	 	 
	 	(g)	to
    assent to any change in or omission from the provisions contained in 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;
	 	 	 
	 	(h)	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 warrant agent or warrant agents to take the place of the Warrant Agent so removed; and
	 	 	 
	 	(i)	to
    assent 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.


 


	 	(a)	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: (i) proposed at a meeting of Registered 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
    Registered Warrantholders holding at least 25% of the aggregate number of Warrants and passed by the affirmative votes of
    Registered Warrantholders holding not less than 66 2/3% of the aggregate number of then outstanding Warrants at the meeting
    and voted on the poll upon such resolution; or (ii) in writing signed by the holders of at least 66 2/3% of the then outstanding
    Warrants on any matter that would otherwise be voted upon at a meeting called to approve such resolution as contemplated in
    Section 7.11(a)(i).
	 	 	 
	 	(b)	If,
    at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of
    the aggregate number of then outstanding Warrants are not present in person or by proxy within 30 minutes after the time appointed
    for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be
    dissolved, but, in any other case, it shall stand adjourned to such day, being not less than 15 or more than 60 days later,
    and to such place and time as may be appointed by the chairman. Not less than 14 days’ prior notice shall be given of
    the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the
    adjourned meeting the Registered 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
    Registered 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 Section 7.11(a) shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that Registered
    Warrantholders holding at least 25% of the aggregate number of then-outstanding Warrants are not present in person or by proxy
    at such adjourned meeting.


 




    	 	 	 



    	- 39 -



    

 


	 	(c)	Subject
    to Section 7.14, 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 Registered 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 Registered 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 Registered 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.


 


7.14
Instruments in Writing.


 


All
actions that may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided
in this Article 7 may also be taken and exercised by Registered Warrantholders holding not less than 66 2/3% of the aggregate
number of all of the then-outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered
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 Registered
Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument
in writing signed by Registered 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.


 




    	 	 	 



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7.16
Holdings by Corporation Disregarded.


 


In
determining whether Registered Warrantholders holding Warrants evidencing the required number of Warrants are present at a meeting
of Registered 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
shall be disregarded in accordance with the provisions of Section 10.7.


 


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 CSE approval
and 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:


 


	 	(a)	setting
    forth any adjustments resulting from the application of the provisions of Article 4;
	 	 	 
	 	(b)	adding
    to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary
    or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of
    Counsel, prejudicial to the interests of the Registered Warrantholders;
	 	 	 
	 	(c)	giving
    effect to any Extraordinary Resolution passed as provided in Section 7.11;
	 	 	 
	 	(d)	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, relying on the advice of Counsel, prejudicial to the interests
    of the Registered Warrantholders;
	 	 	 
	 	(e)	adding
    to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants,
    and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;
	 	 	 
	 	(f)	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 the advice of Counsel, such modification or relief in no way prejudices any of the rights
    of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion
    decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant
    Agent when the same shall become operative;


 




    	 	 	 



    	- 41 -



    

 


	 	(g)	providing
    for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any
    consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel; and
	 	 	 
	 	(h)	for
    any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities,
    defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent,
    relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced
    thereby.


 


8.2
Successor Entities.


 


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 or with another entity (“successor entity”), the successor entity
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 acting reasonably 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.


 


Article
9


CONCERNING
THE WARRANT AGENT


 


9.1
Indenture Legislation.


 


	 	(a)	If
    and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable
    Legislation, such mandatory requirement shall prevail.
	 	 	 
	 	(b)	The
    Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken
    hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.


 


9.2
Rights and Duties of Warrant Agent.


 


	 	(a)	In
    the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise
    that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances.
    No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligent
    action, willful misconduct, bad faith or fraud under this Indenture.


 




    	 	 	 



    	- 42 -



    

 


	 	(b)	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 Registered Warrantholders hereunder shall be conditional upon the Registered 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 and its officers,
    directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss
    and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent
    to expend or 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 and funded as aforesaid.
	 	 	 
	 	(c)	The
    Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require
    the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrant Certificates held
    by them, for which Warrants the Warrant Agent shall issue receipts.
	 	 	 
	 	(d)	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.


 


9.3
Evidence, Experts and Advisers.


 


	 	(a)	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.
	 	 	 
	 	(b)	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.
	 	 	 
	 	(c)	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.


 




    	 	 	 



    	- 43 -



    

 


	 	(d)	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 gross negligence
    on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.
	 	 	 
	 	(e)	The
    Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information
    obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the
    Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.


 


9.4
Documents, Monies, etc. Held by Warrant Agent.


 


	 	(a)	Any
    monies, securities, documents of title or other instruments that may at any time be held by the Warrant Agent shall be placed
    in the deposit vaults of the Warrant Agent or of any Canadian chartered bank listed in Schedule I of the Bank Act (Canada),
    or deposited for safekeeping with any such bank. Any monies held pending the application or withdrawal thereof under any provisions
    of this Indenture, shall be held, invested and reinvested in “Permitted Investments” as directed in writing by
    the Corporation. “Permitted Investments” shall be treasury bills guaranteed by the Government of Canada having
    a term to maturity not to exceed ninety (90) days, or term deposits or bankers’ acceptances of a Canadian chartered
    bank having a term to maturity not to exceed ninety (90) days, or such other investments that is in accordance with the Warrant
    Agent’s standard type of investments. 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.
	 	 	 
	 	(b)	Any
    written direction for the investment or release of funds received shall be received by the Warrant Agent by 9:00 a.m. (Toronto
    time) on the Business Day on which such investment or release is to be made, failing which such direction will be handled
    on a commercially reasonable efforts basis and may result in funds being invested or released on the next Business Day.
	 	 	 
	 	(c)	The
    Warrant Agent shall have no responsibility or liability for any diminution of any funds resulting from any investment made
    in accordance with this Indenture, including any losses on any investment liquidated prior to maturity in order to make a
    payment required hereunder.
	 	 	 
	 	(d)	In
    the event that the Warrant Agent does not receive a direction or only a partial direction, the Warrant Agent may hold cash
    balances constituting part or all of such monies and may, but need not, invest same in its deposit department, the deposit
    department of one of its affiliates, or the deposit department of a Canadian chartered bank; but the Warrant Agent, its affiliates
    or a Canadian chartered bank shall not be liable to account for any profit to any parties to this Indenture or to any other
    person or entity.


 




    	 	 	 



    	- 44 -



    

 


9.5
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 Registered Warrantholders.


 


9.6
Warrant Agent Not Required to Give Security.


 


The
Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this
Indenture or otherwise in respect of the premises.


 


9.7
Protection of Warrant Agent.


 


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


 


	 	(a)	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 Authentication 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;
	 	 	 
	 	(b)	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;
	 	 	 
	 	(c)	the
    Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;
	 	 	 
	 	(d)	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 its covenants herein contained or of any acts of any directors, officers,
    employees, agents or servants of the Corporation;


 




    	 	 	 



    	- 45 -



    

 


	 	(e)	notwithstanding
    any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent
    shall not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule
    of any securities regulatory authority, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary,
    aggravated or punitive losses or damages; provided, however, that the liability of the Warrant Agent shall not be limited
    or excluded under this 9.7(d) in the event of the negligence, wilful misconduct, bad faith, or fraud of the Warrant Agent.
    The Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors,
    employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities
    whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments,
    expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any
    time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity,
    in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done,
    acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other
    services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees
    that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any
    third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable
    without prior demand or any other precedent action or proceeding; provided that, notwithstanding any other provision of this
    Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in the event of the
    gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this provision
    shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and
	 	 	 
	 	(f)	notwithstanding
    the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited in the aggregate,
    to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12)
    months immediately prior to the Warrant Agent receiving the first notice of the claim,.


 


9.8
Replacement of Warrant Agent; Successor by Merger.


 


	 	(a)	The
    Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section
    9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the
    Corporation may accept as sufficient. The Registered 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 new warrant agent unless a new warrant agent has already been appointed
    by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered
    Warrantholder may apply to a judge of the Province of Ontario on such notice as such judge 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 Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall
    be an entity authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable
    Legislation for any other provinces, in such other provinces. 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 hereunder.


 




    	 	 	 



    	- 46 -



    

 


	 	(b)	Upon
    the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof
    in the manner provided for in Section 10.2.
	 	 	 
	 	(c)	Any
    Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor
    Warrant Agent in the name of the predecessor or successor Warrant Agent.
	 	 	 
	 	(d)	Any
    corporation into which the Warrant Agent may be merged or consolidated or amalgamated or to which all or substantially all
    of its business is sold, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation
    succeeding to substantially the corporate 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 successor Warrant Agent under Section 9.8(a).


 


9.9
Acceptance of Agency


 


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


 


9.10
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.


 


9.11
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.


 




    	 	 	 



    	- 47 -



    

 


9.12
Anti-Money Laundering.


 


	 	(a)	The
    Corporation hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by, the Warrant
    Agent in connection with this Agreement, for or to the credit of such party, 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 such party hereto
    agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars
    of such third party.
	 	 	 
	 	(b)	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, 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, anti-terrorist or economic sanctions
    legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other
    parties to this Agreement, provided: (i) that the Warrant Agent’s written notice shall describe the circumstances of
    such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such
    ten (10) day period, then such resignation shall not be effective.


 


9.13
Compliance with Privacy Code.


 


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. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing
and storage or other support in order to facilitate the services it provides.


 


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 Indenture unless that party has assured itself that such individual understands and has
consented to the aforementioned uses and disclosures.


 




    	 	 	 



    	- 48 -



    

 


9.14
Securities Exchange Commission Certification.


 


The
Corporation confirms that it has either (i) a class of securities registered pursuant to Section 12 of the U.S. Exchange Act;
or (ii) a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, and has provided the Warrant Agent with an
officers’ certificate (in a form provided by the Warrant Agent certifying such reporting obligation and other information
as requested by the Warrant Agent. The Corporation covenants that in the event that any such registration or reporting obligation
shall be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly notify the Warrant
Agent of such 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.


 


Article
10


GENERAL


 


10.1
Notice to the Corporation and the Warrant Agent.


 


	 	(a)	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 if emailed:


 


	 	 	(i)	If
    to the Corporation:
	 	 	 	 	 
	 	 	 	Bunker
    Hill Mining Corp.
	 	 	 	82
    Richmond St. East
	 	 	 	Toronto,
    ON M5C 1P1
	 	 	 	 	 
	 	 	 	Attention:	Wayne
    Parsons, Chief Financial Officer
	 	 	 	Email:
    	wp@bunkerhillmining.com
	 	 	 	 	 
	 	 	(ii)	If
    to the Warrant Agent:
	 	 	 	 	 
	 	 	 	Capital
    Transfer Agency ULC
	 	 	 	390
    Bay St., Suite 920
	 	 	 	Toronto,
    ON M5H 2Y2
	 	 	 	 	 
	 	 	 	Attention:	Sarah
    Morrison
	 	 	 	Email:	sarahmarrison@capitaltransfer.com
    


 


and
any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery
or, if mailed, on the fifth Business Day following the date of mailing such notice or, if transmitted by electronic means, on
the next Business Day following the date of transmission.


 




    	 	 	 



    	- 49 -



    

 


	 	(b)	The
    Corporation or the Warrant Agent, as the case may be, may, from time to time, notify the other in the manner provided in Section
    10.1(a) 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.
	 	 	 
	 	(c)	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,
    as provided in Section 10.1(a), or given by facsimile or other means of prepaid, transmitted and recorded communication.


 


10.2
Notice to Registered Warrantholders.


 


	 	(a)	Unless
    otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and
    effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing
    on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery
    or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in
    the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall
    be deemed received and given on the day it is so sent.
	 	 	 
	 	(b)	If,
    by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be
    given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice
    shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered
    Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the Corporation’s
    expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily newspaper or
    newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5
    Business Days of such event, and any so notice published shall be deemed to have been received and given on the latest date
    the publication takes place.
	 	 	 
	 	(c)	Accidental
    error or omission in giving notice or accidental failure to mail notice to any Registered Warrantholder will not invalidate
    any action or proceeding founded thereon.


 




    	 	 	 



    	- 50 -



    

 


10.3
Ownership of Warrants.


 


The
Corporation and the Warrant Agent may deem and treat the Registered Warrantholders 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. The receipt of any
such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto 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
Counterparts and Electronic Means.


 


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. Delivery of an executed copy of this Indenture by facsimile, electronic transmission
or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of
this Indenture as of the date hereof.


 


10.5
Satisfaction and Discharge of Indenture.


 


Upon
the earlier of:


 


	 	(a)	the
    date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated
    hereunder, in the case of Certificated Warrants (or such other instructions, in a form satisfactory to the Warrant Agent)
    or, in the case of Uncertificated Warrants, by way of standard processing through the book entry only system in the case of
    a CDS Global Warrant; and
	 	 	 
	 	(b)	the
    Expiry Time;


 


and
if all certificates or other entry on the register 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, 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.


 


10.6
Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.


 


Nothing
in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person, other than the parties
hereto and the Registered 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 Registered Warrantholders.


 




    	 	 	 



    	- 51 -



    

 


10.7
Warrants Owned by the Corporation - Certificate to be Provided.


 


For
the purpose of disregarding any Warrants owned legally or beneficially by 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:


 


	 	(a)	the
    names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation,
    are owned by or held for the account of the Corporation; and
	 	 	 
	 	(b)	the
    number of Warrants owned legally or beneficially by 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.


 


10.8
Severability


 


If,
in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited
or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition
or unenforceability without (a) invalidating the remaining provisions of this Indenture, (b) affecting the validity or enforceability
of such provision in any other jurisdiction or (c) affecting its application to other parties or circumstances.


 


10.9
Force Majeure


 


No
party shall be liable to the other, or held in breach of this Indenture, 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 Indenture shall be extended for a period of time equivalent
to the time lost because of any delay that is excusable under this Section.


 


10.10
Assignment, Successors and Assigns


 


Neither
of the parties hereto may assign its rights or interest under this Indenture, except as provided in (a) Section 9.8 in the case
of the Warrant Agent or (b) Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit
of and be binding upon the parties hereto and their respective successors and permitted assigns.


 


10.11
Rights of Rescission and Withdrawal for Holders


 


Should
a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available
to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent,
the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In
such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to
the Corporation or the Warrant Agent of any underlying shares that may have been issued, or such other procedure as agreed to
by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying
shares on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received
from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment
must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps
to ensure or enforce that the funds are returned pursuant to this section, nor shall the Warrant Agent be in any other way responsible
in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event
that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such
funds to the holder as soon as reasonably practicable, and, in so doing, the Warrant Agent shall incur no liability with respect
to the delivery or non-delivery of any such funds.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as
of the date first written above.


 


	 	BUNKER
    HILL MINING CORP. 
	 	 	 
	 	By:	/s/
    “Sam Ash”
	 	Name:	Sam
    Ash 
	 	Title:	Chief
    Executive Officer


 


	 	CAPITAL
    TRANSFER AGENCY ULC
	 	 	 
	 	By:	/s/
    “Sarah Morrison”
	 	Name:	Sarah
    Morrison
	 	Title:	Managing
    Director


 




    	 



    	 A-1



    

 


Schedule
“A”


 


FORM
OF WARRANT


 


THE
WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 4:00 P.M. (EST TIME) ON AUGUST 31, 2023, AFTER WHICH TIME THE WARRANTS
EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.


 


For
all Warrants include the following legend until such time as it is no longer required in accordance with applicable Canadian securities
laws and TSX Venture Exchange policies:


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR
MONTHS AND ONE DAY FROM THE ISSUE DATE].


 


For
all Warrants registered in the name of the Depository, also include the following legend:


 


(INSERT
IF BEING ISSUED TO CDS) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY
SERVICES INC. (“CDS”) TO BUNKER HILL MINING 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
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.


 


For
all Warrants unless in the opinion of U.S. securities counsel to the Corporation sch legend is not required:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S.
SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS,
OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS
GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF
COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.


 


THIS
WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT
MAY NOT BE EXERCISED UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES”
AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.


 




    	 



    	 A-2



    




 


WARRANT


 


To
acquire Common Shares of Bunker Hill Mining Corp.


 


CUSIP:
120613112


ISIN:
US1206131120


 


(existing
under the laws of the State of Nevada)


 


	Warrant
    Certificate No.________	Certificate
    for ____________________ Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided
    for in the Warrant Indenture (as defined below)


 


THIS
IS TO CERTIFY THAT, for value received,


 


___________________________________________________________________________________________________


 


(the
“Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”)
of Bunker Hill Mining Corp. (the “Corporation”) specified above and is entitled, on exercise of these Warrants
upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 4:00
p.m. (Toronto time) (the “Expiry Time”) on August 31, 2023 (the “Expiry Date”) one fully
paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a
“Common Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.


 


The
right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:


 


	 	(a)	duly
    completing and executing the exercise form (the “Exercise Form”) attached hereto; and
	 	 	 
	 	(b)	surrendering
    this warrant certificate (the “Warrant Certificate”), with the Exercise Form, to the Warrant Agent at the
    principal office of the Warrant Agent, in the city of Toronto, Ontario, together with a certified cheque, bank draft or money
    order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price
    of the Common Shares so subscribed for.


 


The
surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above 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 its principal office as set out above.


 




    	 



    	 A-3



    


 


Subject
to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise
price payable for each Common Share upon the exercise of Warrants shall be $0.50 per Common Share (the “Exercise Price”).


 


Certificates
for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses
specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate
is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate,
the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common
Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant.


 


This
Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which
indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant
Indenture”) dated as of August 14, 2020 between the Corporation and Capital Transfer Agency ULC, as Warrant Agent, to
which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and
the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect
as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents.
The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.


 


On
presentation at the principal office of the Warrant Agent as set out above, 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 for
one or more Warrant Certificates representing the same number of Warrants as represented by the Warrant Certificate(s) so exchanged.


 


Neither
the Warrants nor the Common Shares issuable upon exercise hereof have been registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”), or U.S. state securities laws. The Warrants may not be exercised
by a person in the United States, a U.S. Person, a person exercising the Warrants for the account or benefit of a U.S. Person
or a person in the United States, or a person requesting delivery in the United States of the Common Shares issuable upon such
exercise unless (i) this Warrant and such Common Shares have been registered under the U.S. Securities Act and the applicable
laws of any such state, or (ii) an exemption from such registration requirements is available and the requirements set forth in
the Exercise Form have been satisfied. “United States” and “U.S. Person” are as defined in Regulation
S under the U.S. Securities Act.


 


The
Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise
of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.


 


The
Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed
at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing
signed by Warrantholders of Warrants entitled to purchase a specific majority of the Common Shares that can be purchased pursuant
to such Warrants.


 




    	 



    	 A-4



    


 


Nothing
contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof
any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant
Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms
and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.


 


Warrants
may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent
in Toronto, Ontario, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other
place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar
accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and
upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent
or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time
is of the essence hereof.


 


This
Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from
time to time under the Warrant Indenture.


 


The
parties hereto have declared that they have required that these presents and all other documents related hereto be in the English
language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention,
de même que tous les documents s’y rapportant, soient rédigés en anglais.


 


[Signature
Page Follows]


 




    	 



    	 A-5



    


 


IN
WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of August 14, 2020.


 


	 	BUNKER
    HILL MINING CORP.
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory


 


Countersigned
and Registered by:


 


	CAPITAL
    TRANSFER AGENCY ULC	 
	 	 	 
	By:	 	 
	 	Authorized
    Signatory	 


 




    	 



    	 A-6



    


 


FORM
OF TRANSFER


 


ANY
TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO
CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER


 


	To:	CAPITAL
    TRANSFER AGENCY ULC


 


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


___________________________________________________________________________________________________


___________________________________________________________________________________________________


(print
name and address) the Warrants of Bunker Hill Mining Corp. represented by this Warrant Certificate and hereby irrevocable constitutes
and appoints ______________as its attorney with full power of substitution to transfer the said securities on the appropriate
register of the Warrant Agent.


 


In
the case of a warrant certificate that contains a U.S. restrictive legend, or in the case of a Restricted Uncertificated Warrant
that is identified by a restricted CUSIP, the undersigned hereby represents, warrants and certifies that (one (only) of the following
must be checked):


 


	 	[  ]	(A)
    the transfer is being made to the Corporation;
	 	 	 
	 	[  ]	(B)
    the transfer is being made pursuant to registration under the U.S. Securities Act, and in compliance with any applicable local
    securities laws and regulations,
	 	 	 
	 	[  ]	(C)
    the transfer is being made outside the United States in compliance with the requirements of Rule 904 of Regulation S under
    the U.S. Securities Act and the undersigned has executed a declaration addressed to the registrar and transfer agent of the
    Corporation and to the Corporation, in substantially the form set forth as Schedule “C” to the Warrant Indenture,
	 	 	 
	 	[  ]	(D)
    the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided
    by Rule 144 under the U.S. Securities Act and in accordance with applicable state securities laws, or
	 	 	 
	 	[  ]	(E)
    the transfer is being made in another transaction that does not require registration under the U.S. Securities Act or any
    applicable state securities laws.


 


In
the case of a transfer in accordance with (D) or (E) above, the Warrant Agent and the Corporation shall first have received an
opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent,
to such effect.


 


DATED
this ____ day of ____________________, 20_____.


 




    	 



    	 A-7



    


 


	SPACE FOR GUARANTEES OF

                                                                                SIGNATURES (BELOW)
	 	)

                                                                                )
	 
	.	 	)	 
	 	 	)	Signature
    of Transferor
	 	 	)	 
	 	 	)	 
	Guarantor’s
    Signature/Stamp	 	)	Name
    of Transferor


 


REASON
FOR TRANSFER – For US Citizens or Residents only (where the individual(s) or corporation receiving the securities is a US
citizen or resident). Please select only one (see instructions below).


 





 


CERTAIN
REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY


 


The
signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular,
without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign
this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then-current guidelines
and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at
the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice
and standards):


 


	●	Canada
    and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program
    (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion
    Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”,
    with the correct prefix covering the face value of the certificate.
	 	 
	●	Canada:
    A Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.
	 	 
	●	Outside
    North America: For holders located outside North America, present the certificates(s) and/or document(s) that require
    a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of
    an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.


 




    	 



    	 A-8



    


 


OR


 


The
signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular,
without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by a member of an
acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable
as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION
GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s
then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including
certificate of incumbency, will also be required to accompany the transfer with a “MEDALLION GUARANTEED” Stamp affixed
to the Form of Transfer, with the correct prefix covering the face value of the certificate.


 


REASON
FOR TRANSFER – FOR US CITIZENS OR RESIDENTS ONLY


 


Consistent
with U.S. IRS regulations, Capital Transfer Agency ULC is required to request cost basis information from U.S. securityholders.
Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is
not the day in which the transfer is finalized but, rather, the date of the event which led to the transfer request (i.e. date
of gift, date of death of the securityholder, or the date the private sale took place).


 




    	 



    B-1


    


 


Schedule
“B”


 


EXERCISE
FORM


 


	TO:	Bunker
    Hill Mining Corp. (the “Corporation”)
	 	 
	AND
    TO:	Capital
    Transfer Agency ULC (the “Warrant Agent”)


 


The
undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire __________ (A)
Common Shares of Bunker Hill Mining Corp.


 


Exercise
Price Payable: __________________________________________________________

((A) multiplied by $0.50, subject to adjustment)


 


The
undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable
pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.


 


The
undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions
on resale under applicable securities legislation.


 


Any
capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in
the Warrant Indenture.


 


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


 


	[  ]	The
    undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):
	 	 
	 	[  ]	(A)
    the undersigned holder at the time of exercise of the Warrants (i) is not present in the United States, (ii) is not a U.S.
    Person, (iii) is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. Person or a person in
    the United States, (iv) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of,
    a U.S. Person or a person in the United States; (v) did not receive an offer to exercise the Warrants in the United States;
    (vi) did not execute or deliver this exercise form in the United States; and (vii) is not requesting delivery in the United
    States of the Common Shares issuable upon such exercise; OR
	 	 	 
	 	[  ]	(B)
    the undersigned holder is the original U.S. purchaser who purchased the Warrants pursuant a Subscription Agreement and is
    exercising the Warrants for its own account or for the account or benefit of a disclosed principal that was named in the Subscription
    Agreement pursuant to which it purchased such Warrants, and was and is, and such disclosed principal, if any, was and is,
    an accredited investor (a “U.S. Accredited Investor”) within the meaning of Rule 501(a) of Regulation D
    under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) both on the date
    the Warrants were purchased and at the time of exercise of the Warrants and the representations and warranties of such Warrantholder
    made in the original Subscription Agreement, including the Certificate of U.S. Accredited Investor Status attached thereto,
    remain true and correct as of the date of exercise of these Warrants; OR


 




    	 



    B-2


    


 


	 	[  ]	(C)
    the undersigned holder
	 	 	 
	 	 	(i)	is
    (1) present in the United States, (2) a U.S. Person, (3) a person exercising the Warrants for the account or benefit of a
    U.S. Person or a person in the United States, (4) executing or delivering this exercise form in the United States, or (5)
    requesting delivery in the United States of the Common Shares issuable upon such exercise, and
	 	 	 	 
	 	 	(ii)	is
    a U.S. Accredited Investor, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent
    a completed and executed U.S. Warrantholder Letter in substantially the form attached to the Warrant Indenture as Schedule
    “D”;
	 	 	 	 
	 	 	_______OR
	 	 	 	 
	 	[  ]	(D)
    the undersigned holder
	 	 	 	 
	 	 	(i)	is
    (1) present in the United States, (2) a U.S. Person, (3) a person exercising the Warrants for the account or benefit of a
    U.S. Person or a person in the United States, or (4) requesting delivery in the United States of the Common Shares issuable
    upon such exercise, and
	 	 	 	 
	 	 	(ii)	the
    undersigned holder has an exemption from the registration requirements of the U.S. Securities Act and all applicable state
    securities laws available for the exercise of the Warrants, and has delivered to the Corporation and the Corporation’s
    transfer agent a written opinion of U.S. counsel, in form and substance reasonably satisfactory to the Corporation, or such
    other evidence reasonably satisfactory to the Corporation to that effect;
	 	 	 	 
	 	 	_______OR
	 	 	 	 
	 	[  ]	(E)
    the exercise of the Warrant is subject to an effective registration statement under the U.S. Securities Act and the securities
    laws of all applicable states of the United States.


 


The
undersigned understands that unless the Common Shares issuable upon the exercise of the Warrants are registered under the U.S.
Securities Act and the securities laws of all applicable states of the United States and the undersigned has provided a written
opinion of counsel satisfactory to the Corporation to such effect, the certificate representing the Common Shares issued upon
exercise of this Warrant will bear the following restrictive legend:


 




    	 



    B-3


    


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S.
SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS,
OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS
GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF
COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.”


 


It
is understood that the Corporation and the Warrant Agent may require evidence to verify the foregoing representations.


 


	Notes:	(1)	Certificates
    representing Common Shares will not be registered or delivered to an address in the United States unless Box B, C, D or E
    above is checked.
	 	 	 
	 	(2)	If
    Box C above is checked, holders are encouraged to consult with the Corporation in advance to determine that the legal opinion
    tendered in connection with the exercise will be satisfactory in form and substance to the Corporation.
	 	 	 
	 	 	“United
    States” and “U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities
    Act.


 


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


 


	Name(s)
    in Full and Social Insurance Number(s) (if applicable)	 	Address(es)	 	Number
    of Common Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Please
print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to
a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer
taxes or other government charges, if any, and the Form of Transfer must be duly executed.


 




    	 



    B-4


    


 


Once
completed and executed, this Exercise Form must be mailed or delivered to Capital Transfer Agency ULC, 390 Bay St., Suite 920,
Toronto, ON M5H 2Y2.


 


DATED
this ____ day of ____________________, 20_____.


 


	 	 	)	 
	 	 	)	 
	 	 	)	 
	Witness	 	)

        )
	Signature
    of Warrantholder, to be the same as appears on the face of this Warrant Certificate
	 	 	)	 
	 	 	)	 
	 	 	)	Name
    of Registered Warrantholder


 


[  ]Please
check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered,
failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon
as practicable after the surrender of this Warrant Certificate to the Warrant Agent.


 




    	 



    	C-1



    


 


Schedule
“C”


 


FORM
OF DECLARATION FOR REMOVAL OF LEGEND


 


	TO:	CAPITAL
    TRANSFER AGENCY ULC, as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the
    Warrants of Bunker Hill Mining Corp.
	 	 
	AND
    TO:	BUNKER
    HILL MINING CORP. (the “Corporation”)


 


The
undersigned (A) acknowledges that the sale of _______________________ (the “Securities”) The undersigned (A)
acknowledges that the sale of the securities of Bunker Hill Mining Corp. (the “Corporation”) to which this
declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”) and (B) certifies that (1) the undersigned is not an “affiliate”
of the Corporation as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor” or an affiliate
of “distributor”, (2) the offer of such securities was not made to a person in the United States and either (a) at
the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf
reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities
of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act)
and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the
United States, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will
engage in any “directed selling efforts” in the United States in connection with the offer and sale of such securities,
(4) the sale is bona fide and not for the purpose of “washing-off” the resale restrictions imposed because the securities
are “restricted securities” as that term is described in Rule 144(a)(3) under the U.S. Securities Act, (5) the securities
have been held for a period of at least six months, (6) the seller does not intend to replace such securities sold in reliance
on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (7) the contemplated sale is not a transaction,
or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act,
is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms
set forth above in quotation marks have the meanings given to them by Regulation S under the U.S. Securities Act. The undersigned
in making this Declaration acknowledges that the Corporation is relying on the contents hereof and hereby agrees to indemnify
and hold harmless the Corporation for any and all liability, losses, claims and demands in any way related to the subject matter
of this Declaration.


 


DATED
at __________________________ this _______ day of _______________, 20__.


 


	 	By:
    X	 
	 	Name:	 
	 	Title:	 


 




    	 



    	C-2



    


 


Affirmation
by Seller’s Broker-Dealer


(required
for sales under (B)2(b) above)


 


We
have read the foregoing representations of our customer, ____________________ (the “Seller”) dated _____________________,
with regard to our sale, for such Seller’s account, of the securities of the Corporation described therein, and on behalf
of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the
United States, (B) the transaction was executed on or through the facilities of a designated offshore securities market (i.e.,
the Toronto Stock Exchange, the TSX Venture Exchange or the Canadian Securities Exchange), (C) neither we, nor any person
acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D)
no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual
and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein
have the meanings given to them by Regulation S under the U.S. Securities Act.


 


	 	 
	Name
    of Firm	 
	 	 	 
	By:
    X	 	 
	 	Authorized
    officer	 



 


Date:
________________________________



 




    	 



    	D-1



    


 


Schedule
“D”


FORM
OF U.S. WARRANTHOLDER CERTIFICATION UPON EXERCISE OF WARRANTS


 


	TO:	BUNKER
    HILL MINING CORP.
	 	 
	AND
    TO:	CAPITAL
    TRANSFER AGENCY ULC, as Warrant Agent


 


Dear
Sirs and Madams:


 


The
undersigned is delivering this letter in connection with the purchase of common shares (the “Common Shares”)
of Bunker Hill Mining Corp., a corporation existing under the laws of the State of Nevada (the “Corporation”)
upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture, dated as
of August 14, 2020 between the Corporation and Capital Transfer Agency ULC.


 


The
undersigned hereby represents and warrants to the Corporation that the undersigned, and each beneficial owner (each a “Beneficial
Owner”), if any, on whose behalf the undersigned is exercising such Warrants, satisfies one or more of the following
categories of accredited investor (please write “W/H” for the undersigned holder, and “B/O” for each
beneficial owner, if any, on each line that applies):


 


	____

         
	any
    bank as defined in Section 3(a)(2) of the U.S. Securities Act or any savings and loan association or other institution as
    defined in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in its individual or fiduciary capacity;
	 	 
	____	any
    broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
	 	 
	____	any
    insurance company as defined in Section 2(a)(13) of the U.S. Securities Act;
	 	 
	____	any
    investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined
    in Section 2(a)(48) of that Act;
	 	 
	____

         
	any
    Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small
    Business Investment Act of 1958;
	 	 
	____

         
	any
    plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its
    political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000;
	 	 
	____

         
	any
    employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision
    is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association,
    insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000,
    or, if a self-directed plan, with investment decisions made solely by persons that are U.S. Accredited Investors;


 




    	 



    	D-2



    


 


	____

         
	any
    private business development company as defined in Section 202(a)(22) of the Investments Advisers Act of 1940;
	 	 
	____

         
	any
    organization described in section 501(c)(3) of the Internal Revenue Code of 1986, corporation, Massachusetts or similar business
    trust, or partnership not formed for the specific purpose of acquiring the Class D Shares, with total assets in excess of
    US$5,000,000;
	 	 
	____	a
    director or executive officer of the Corporation;
	 	 
	____

         
	a
    natural person whose individual net worth (excluding (i) as an asset, the primary residence of the natural person and (ii)
    as a liability, indebtedness secured by such residence, up to the estimated fair market value of such residence at the time
    of sale of the Class D Shares (except that if the amount of such indebtedness outstanding at such time of sale exceeds the
    amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount
    of such excess shall be included as a liability) or joint net worth with his or her spouse, at the time of that person’s
    purchase, exceeds US$1,000,000;
	 	 
	____	a
    natural person who had an individual income in excess of US$200,000 in each of the two most recent years, or joint income
    with that person’s spouse in excess of US$300,000 in each of those years, and has a reasonable expectation of reaching
    the same income level in the current year;
	 	 
	____

         
	any
    trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Class D Shares, whose
    purchase is directed by a sophisticated person, being defined as a person who has such knowledge and experience in financial
    and business matters that he or she is capable of evaluating the merits and risks of the prospective investment; or
	 	 
	____	any
    entity in which all the equity owners are within one or more of the foregoing categories.


 


The
undersigned further represents and warrants to the Corporation that:


 


	1.	the
    undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits
    and risks of an investment in the Common Shares, and the undersigned is able to bear the economic risk of loss of his or her
    entire investment;
	 	 
	2.	it
    is acquiring the Common Shares for its own account for, or if applicable, the account of one or more persons for whom it is
    exercising sole investment discretion (each, a “Beneficial Owner”) and it, and if applicable, each Beneficial
    Owner for whose account it is purchasing the Units, is an “accredited investor” (a “U.S. Accredited Investor”)
    as such term is defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (“U.S.
    Securities Act”), and the undersigned has initialed the category of U.S. Accredited Investor applicable to the undersigned;


 




    	 



    	D-3



    


 


	3.	it
    is acquiring the Common Shares for investment purposes only and not with a view to any resale, distribution or other disposition
    of the Common Shares in violation of the United States securities laws and, in particular, it has no intention to distribute
    either directly or indirectly any of the Common Shares in the United States or to a “U.S. person” as such term
    is defined in Rule 902(k) of Regulation S under the U.S. Securities Act (a “U.S. Person”); provided, however,
    that the undersigned may sell or otherwise dispose of any of the Common Shares pursuant to registration thereof pursuant to
    the U.S. Securities Act, and any applicable state securities laws or if an exemption or exclusion from such registration requirements
    is available or registration is otherwise not required under this U.S. Securities Act;
	 	 
	4.	it
    has not exercised the Warrants as a result of any “general solicitation” or “general advertising,”
    as such terms are defined for purposes of Regulation D under the U.S. Securities Act, including without limitation any advertisement,
    article, notice or other communication published in any newspaper, magazine or similar media or broadcast over radio or television
    or other form of telecommunications, or published or broadcast by means of the internet or any other form of electronic display,
    or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
	 	 
	5.	the
    funds representing the purchase price for the Common Shares, which will be advanced by the undersigned to the Corporation,
    will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing
    Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”), and the undersigned
    acknowledges that the Corporation may in the future be required by law to disclose the undersigned’s name and other
    information relating to this exercise form and the undersigned’s subscription hereunder, on a confidential basis, pursuant
    to the PATRIOT Act. No portion of the purchase price to be provided by the undersigned (i) has been or will be derived from
    or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction,
    or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the undersigned, and the undersigned
    shall promptly notify the Corporation if the undersigned discovers that any of such representations ceases to be true and
    provide the Corporation with appropriate information in connection therewith.


 


The
undersigned also acknowledges and agrees that:


 


	6.	the
    Corporation has provided to the undersigned a reasonable opportunity to ask questions and receive answers concerning the terms
    and conditions of the offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable
    effort or expense, necessary to verify the accuracy of the information about the Corporation;


 




    	 



    	D-4



    


 


	7.	the
    Corporation has no obligation to register any of the Common Shares or to take any other action so as to permit sales pursuant
    to the U.S. Securities Act (including Rule 144 thereunder);
	 	 
	8.	the
    undersigned acknowledges and agrees that the Common Shares will be “restricted securities” within the meaning
    of Rule 144(a)(3) under the U.S. Securities Act and will remain “restricted securities” notwithstanding any resale
    within or outside the United States unless the sale is completed pursuant to an effective registration statement under the
    U.S. Securities Act or pursuant to an exemption therefrom, including in accordance with Rule 144 under the U.S. Securities
    Act (“Rule 144”), if available; the undersigned acknowledges that the common shares will be subject to a minimum
    hold period of at least six months under Rule 144 from the date of issuance; the undersigned acknowledges that it has been
    advised to obtain independent legal and professional advice on the requirements of Rule 144, and that the undersigned has
    been advised that resales of the Common Shares may be made only under certain circumstances; the undersigned understands that
    to the extent that Rule 144 is not available, the undersigned may be unable to sell any Common Shares without either registration
    under the U.S. Securities Act or the availability of another exemption from such registration requirements, and in all cases
    pursuant to exemptions from applicable securities laws of any applicable state of the United States;
	 	 
	9.	the
    certificates representing the Common Shares as well as all certificates issued in exchange for or in substitution of therefor,
    until such time as is no longer required under the applicable requirements of the U.S. Securities Act and applicable state
    securities laws, will bear, on the face of such certificate, restrictive legend substantially in the form set forth in Section
    3.3(c) of the Warrant Indenture; provided that if the Common Shares are being sold outside the United States in compliance
    with the requirements of Rule 904 of Regulation S, such restrictive legend may be removed by providing a declaration to the
    registrar and transfer agent of the Corporation, substantially in the form annexed to the Warrant Indenture as Schedule “C”
    thereto (or in such other form as the Corporation may prescribe from time to time) and, if requested by the Corporation or
    transfer agent, an opinion of counsel, of recognized standing, in form and substance satisfactory to the Corporation to the
    effect that the transfer is in compliance with Rule 904; and provided, further, that, if any Common Shares are being sold
    otherwise than in accordance with Regulation S and other than to the Corporation, the legend may be removed by delivery to
    the registrar and transfer agent and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory
    to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state
    securities laws;
	 	 
	10.	it
    consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Corporation
    in order to implement the restrictions on transfer set forth and described in this Warrant Exercise Form; and
	 	 
	11.	it
    acknowledges and consents to the fact that the Corporation is collecting personal information (as that term is defined under
    applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents
    Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect
    from time to time) of the undersigned for the purpose of facilitating the subscription for the Common Shares hereunder. The
    undersigned acknowledges and consents to the Corporation retaining such personal information for as long as permitted or required
    by law or business practices and agrees and acknowledges that the Corporation may use and disclose such personal information:
    (a) for internal use with respect to managing the relationships between and contractual obligations of the Corporation and
    the undersigned; (b) for use and disclosure for income tax-related purposes, including without limitation, where required
    by law disclosure to Canada Revenue Agency; (c) disclosure to professional advisers of the Corporation in connection with
    the performance of their professional services; (d) disclosure to securities regulatory authorities and other regulatory bodies
    with jurisdiction with respect to reports of trade or similar regulatory filings; (e) disclosure to a governmental or other
    authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no
    reasonable alternative to such disclosure; (f) disclosure to any person where such disclosure is necessary for legitimate
    business reasons and is made with your prior written consent; (g) disclosure to a court determining the rights of the parties
    under this Agreement; and (h) for use and disclosure as otherwise required or permitted by law.


 




    	 



    	D-5



    


 


We
acknowledge that you will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify
you promptly in writing if any of our representations or warranties herein ceases to be accurate or complete.


 


DATED
____________________, 20_____.


 


	 	 
	 	Name
    of U.S. Warrantholder (please print)
	 	X
	 	Signature
    of individual (if U.S. Warrantholder is an individual)
	 	X
	 	Authorized
    signatory (if U.S. Warrantholder is not an individual)
	 	 
	 	Name
    of authorized signatory (please print)
	 	 
	 	Official
    capacity of authorized signatory (please print)