Exhibit 4.1


 







UR-ENERGY
INC.


 


AMENDED AND RESTATED STOCK OPTION PLAN


 


2005


 


		1.	PURPOSE OF THE PLAN



 


		1.1	The purpose of the Plan is to attract, retain and motivate persons of training, experience and
leadership to the Corporation and its Subsidiaries, including their directors, officers, employees and service providers, and to
advance the interests of the Corporation by providing such persons with the opportunity, through share options, to acquire an increased
proprietary interest in the Corporation.



 


		2.	DEFINED TERMS



 


Where used herein, the following
terms shall have the following meanings, respectively:


 


		2.1	“Board” means the Board of Directors of the Corporation or, if established and duly
authorized to act, the Executive Committee of the Board of Directors of the Corporation;



 


		2.2	“Change of Control” includes:



 


		(i)	the acquisition by any persons acting jointly or in concert (as determined by the Securities Act),
whether directly or indirectly, of voting securities of the Corporation that, together with all other voting securities of the
Corporation held by such persons, constitute in the aggregate more than 50% of all outstanding voting securities of the Corporation;



 


		(ii)	an amalgamation, arrangement or other form of business combination of the Corporation with another
corporation that results in the holders of voting securities of that other corporation holding, in the aggregate, more than 50%
of all outstanding voting securities of the corporation resulting from the business combination;



 


		(iii)	the sale, lease or exchange of all or substantially all of the property of the Corporation to another
person, other than in the ordinary course of business of the Corporation or to a Related Entity; or



 


		(iv)	any other transaction that is deemed to be a “Change of Control” for the purposes of
this Plan by the Board in its sole discretion;



 


		2.3	“Committee” shall have the meaning attributed thereto in Section 3.1 hereof;



 


		2.4	“Control” by a person over a second person means the power to direct, directly or indirectly,
the management and policies of the second person by virtue of:



 


		(i)	ownership of or direction over voting securities in the second person;



 


		(ii)	a written agreement or indenture;



 



    	 



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		(iii)	being or Controlling the general partner of the second person; or



 


		(iv)	being a trustee of the second person;



 


		2.5	“Corporation” means Ur-Energy Inc. and includes any successor corporation thereof;



 


		2.6	“Eligible Person” means:



 


		(i)	any Insider, director, officer or employee of the Corporation or any Subsidiary, or any other Service
Provider (an “Eligible Individual”); or



 


		(ii)	a corporation controlled by an Eligible Individual, the issued and outstanding voting shares of
which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Individual and/or the spouse,
children and/or grandchildren of such Eligible Individual (an “Employee Corporation”);



 


		2.7	“Insider” means any insider, as such term is defined in Subsection 1(1) of the Securities
Act (Ontario), of the Corporation, other than a person who falls within that definition solely by virtue of being a director or
senior officer of a Subsidiary, and includes any associate, as such term is defined in Subsection 1(1) of the Securities Act (Ontario),
of any such insider;



 


		2.8	“Market Price” at any date in respect of the Shares means the closing price of such
Shares on the TSX (or, if such Shares are not then listed and posted for trading on the TSX, then on the recognized stock exchange
on which such Shares are listed or posted or, if such Shares are not so listed on any recognized stock exchange, then on the over-the-counter
market on which they are traded or posted as selected for such purpose by the Committee or, in accordance with Section 5.5 hereof)
on the immediately preceding Trading Day;



 


		2.9	“Option” means an option to purchase Shares granted to an Eligible Person under the
Plan;



 


		2.10	“Option Price” means the price per Share at which Shares may be purchased under an
Option, as the same may be adjusted from time to time in accordance with Article 8 hereof;



 


		2.11	“Optioned Shares” means the Shares issuable pursuant to an exercise of Options;



 


		2.12	“Optionee” means an Eligible Person to whom an Option has been granted and who continues
to hold such Option;



 


		2.13	“Plan” means this Amended and Restated Stock Option Plan, as the same may be further
amended or varied from time to time;



 


		2.14	“Related Entity” means, for the Corporation, a person that Controls or is Controlled
by the Corporation or that is Controlled by the same person that controls the Corporation;



 


		2.15	“Service Provider” means any person or company engaged as an independent contractor
or otherwise to provide ongoing management or consulting services for the Corporation or for any entity controlled by the Corporation;



 



    	 



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		2.16	“Shares” means the Common Shares of the Corporation or, in the event of an adjustment
contemplated by Article 8 hereof, such other shares or securities to which an Optionee may be entitled upon the exercise of an
Option as a result of such adjustment;



 


		2.17	“Subsidiary” means any corporation which is a subsidiary, as such term is defined in
Subsection 1(2) of the Canada Business Corporations Act, of the Corporation;



 


		2.18	“Trading Day” means the any business day on which the Shares are listed or posted
for trading on the TSX or on a recognized stock exchange or on the over-the-counter market, as applicable, whether or not there
are any transactions in Shares on such date;



 


		2.19	“TSX” means the Toronto Stock Exchange; and



 


		2.20	“U.S. Code” means the U.S. Internal Revenue Code of 1986, as amended.



 


		3.	ADMINISTRATION OF THE PLAN



 


		3.1	The Plan shall be administered by the Board or, if determined by the Board, by the Board with the
assistance of the compensation committee (the “Committee”) of the Board.



 


		3.2	The Committee shall have the power, where consistent with the general purpose and intent of the
Plan and subject to the specific provisions of the Plan:



 


		(a)	to establish policies and to adopt rules and regulations for carrying out the purposes, provisions
and administration of the Plan;



 


		(b)	to interpret and construe the Plan and to determine all questions arising out of the Plan or any
Option, and any such interpretation, construction or determination made by the Committee shall be final, binding and conclusive
for all purposes;



 


		(c)	to determine the number of Shares covered by each Option;



 


		(d)	to determine the Option Price of each Option;



 


		(e)	to determine the time or times when Options will be granted and exercisable;



 


		(f)	to determine if the Shares which are issuable on the exercise of an Option will be subject to any
restrictions upon the exercise of such Option; and



 


		(g)	to prescribe the form of the instruments relating to the grant, exercise and other terms of Options.



 


		3.3	The Committee may, in its discretion, require as conditions to the grant or exercise of any Option
that the Optionee shall have:



 


		(a)	represented, warranted and agreed in form and substance satisfactory to the Corporation that he
or she is acquiring and will acquire such Option and the Shares to be issued upon the exercise thereof or, as the case may be,
is acquiring such Shares, for his or her own account, for investment and not with a view to or in connection with any distribution,
that he or she has had access to such information as is necessary to enable him or her to evaluate the merits and risks of such
investment and that he or she is able to bear the economic risk of holding such Shares for an indefinite period;



 



    	 



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		(b)	agreed to restrictions on transfer in form and substance satisfactory to the Corporation and to
an endorsement on any option agreement on certificate representing the Shares making appropriate reference to such restrictions;
and



 


		(c)	agreed to indemnify the Corporation in connection with the foregoing.



 


		3.4	Any Option granted under the Plan shall be subject to the requirement that, if at any time counsel
to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Option upon any
securities exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or
any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such Option
or the issuance or purchase of Shares thereunder, such Option may not be accepted or exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the
Committee. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification,
consent or approval.



 


		3.5	The Chief Executive Officer of the Corporation may grant Options, in the context of non-executive
employment or consulting arrangements, from time to time between the dates of meetings of the Board in the amount of up to 100,000
Shares in aggregate and upon the reporting from time to time of the grant of such Options to the Board, the amount available for
such grants by the Chief Executive Officer shall be restored to the full amount of 100,000 Shares.



 


		4.	SHARES SUBJECT TO THE PLAN



 


		4.1	Subject to adjustment as provided in Article 8 hereof, the Shares to be offered under the Plan
shall consist of the Corporation’s authorized but unissued common shares. The aggregate number of Shares issuable upon the
exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding shares of the Corporation as
at the date of grant of each Option under the Plan. If any Option granted hereunder shall expire or terminate for any reason in
accordance with the terms of the Plan without being exercised, the un-purchased shares subject thereto shall again be available
for the purpose of this Plan.



 


		5.	ELIGIBILITY; GRANT; TERMS OF OPTIONS



 


		5.1	Options may be granted to any Eligible Person in accordance with Section 5.2 hereof.



 


		5.2	Options may be granted by the Corporation pursuant to the recommendations of the Committee from
time to time provided and to the extent that such decisions are approved by the Board.



 


		5.3	Subject as herein and otherwise specifically provided in this Article 5, the number of Shares subject
to each Option, the Option Price of each Option, the expiration date of each Option, the extent to which each Option is exercisable
from time to time during the term of the Option and other terms and conditions relating to each such Option shall be determined
by the Committee.



 



    	 



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		5.4	In the event that no specific determination is made by the Committee with respect to any of the
following matters, each Option shall, subject to any other specific provisions of the Plan, contain the following terms and conditions:



 


		(a)	the period during which an Option shall be exercisable shall be 5 years from the date the Option
is granted to the Optionee; and



 


		(b)	the Optionee may exercise the Option for not more than 10% of the Shares covered by the Option
on the date of the grant of the Option, as to not more than an additional 22%, four and one half months after the date of grant,
as to not more than an additional 22%, nine months after the date of grant, as to an additional 22%, thirteen and one half months
after the date of grant and as to the final 24%, eighteen months after the date of grant,



 


subject to the right of the Board
to determine at the time of grant that a particular Option will be exercisable in whole or in part on different dates and to determine
at any time after the date of grant that a particular Option will be exercisable in whole or in part on earlier dates for any reason,
including the occurrence of a proposal by the Corporation or any other person to implement a transaction that would, if implemented,
result in a Change of Control.


 


		5.5	Subject to any adjustments pursuant to the provisions of Article 8 hereof, the Option Price of
any Option shall in no circumstances be lower than the Market Price on the date on which the grant of the Option is approved by
the Committee. Notwithstanding the foregoing, in the event that the Shares are not listed on any stock exchange on the date on
which the grant of an Option is approved by the Committee, the Option Price for such Option shall be determined by the Committee
and shall be deemed to be the Market Price; provided further, that in the case of a determination by the Committee, the Committee
shall determine the fair market value of a Share in accordance with Treasury Regulations Section 1.409A-1(b)(5)(iv)(B). If, as
and when any Shares have been duly purchased and paid for under the terms of an Option, such Shares shall be conclusively deemed
allotted and issued as fully paid non-assessable Shares at the price paid therefor.



 


		5.6	No Options shall be granted to any Optionee if the total number of Shares issuable to such Optionee
under this Plan, together with any Shares reserved for issuance to such Optionee under options for services or any other stock
option plans, would exceed 5% of the issued and outstanding Shares.



 


		5.7	An Option is personal to the Optionee and non-assignable (whether by operation of law or otherwise),
except as provided for herein. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of an Option contrary
to the provisions of the Plan, or upon the levy of any attachment or similar process upon an Option, the Option shall, at the election
of the Corporation, cease and terminate and be of no further force or effect whatsoever.



 


		5.8	No Options shall be granted to an Optionee if such grant could result, at any time, in:



 


		(a)	the number of Shares reserved for issuance pursuant to Options or other stock options granted to
Insiders exceeding 10% of the issued and outstanding Shares;



 



    	 



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		(b)	the issuance to Insiders, within a one-year period, of a number of Shares exceeding 10% of the
issued and outstanding Shares; or



 


		(c)	the issuance to any one Insider and such Insider’s associates, within a one-year period,
of a number of Shares exceeding 5% of the issued and outstanding Shares.



 


For the purposes of this Section
5.8, the phrase “issued and outstanding Shares” excludes any Shares issued pursuant to the Plan or other stock options,
stock option plans, employee stock purchase plans or other compensation or incentive mechanisms, over a preceding one-year period
and “associate” means any person associated with such Insider.


 


		6.	TERMINATION OF EMPLOYMENT; DEATH



 


		6.1	Subject to (i) the provisions of this Article 6, (ii) any express resolutions passed by the Committee
or Board, or (iii) any provisions specifically included in employment agreements or other written arrangement with Eligible Persons,
an Option and all rights to purchase Shares pursuant thereto shall expire and terminate immediately upon the Optionee who holds
such Option ceasing to be an Eligible Person.



 


		6.2	If, before the expiry of an Option in accordance with the terms thereof, an Optionee shall cease
to be an Eligible Person (an “Event of Termination”) for any reason other than termination for “cause”
of his or her employment with the Corporation or any Subsidiary, or except as set out in Section 6.7, then the Optionee may:



 


		(a)	exercise the Option to the extent that he or she was entitled to do so at the time of such Event
of Termination, at any time up to and including, but not after, a date three (3) months following the date of such Event of Termination,
or prior to the close of business on the expiration date of the Option, whichever is earlier; and



 


		(b)	with the prior written consent of the Board or the Committee, which consent may be withheld in
the Corporation’s sole discretion, exercise a further Option at any time up to and including, but not after, a date three
(3) months following the date of such Event of Termination, or prior to the close of business on the expiration date of the Option,
whichever is earlier, to purchase all or any of the Optioned Shares as the Board or the Committee may designate but not exceeding
the number of Optioned Shares the Optionee would have otherwise been entitled to purchase pursuant to the Option had the Optionee’s
status as an Eligible Person been maintained for the term of the Option.



 


		6.3	If an Optionee dies before the expiry of an Option in accordance with the terms thereof, the Optionee’s
legal representative(s) may, subject to the terms of the Option and the Plan:



 


		(a)	exercise the Option to the extent that the Optionee was entitled to do so at the date of his or
her death at any time up to and including, but not after, a date one year following the date of death of the Optionee, or prior
to the close of business on the expiration date of the Option, whichever is earlier; and



 


		(b)	with the prior written consent of the Board or the Committee, exercise at any time up to and including,
but not after, a date one year following the date of death of the Optionee, a further Option to purchase all or any of the Optioned
Shares as the Board or the Committee may designate but not exceeding the number of Optioned Shares the Optionee would have otherwise
been entitled to purchase had the Optionee survived.



 



    	 



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		6.4	For greater certainty, Options shall not be affected by any change of employment of the Optionee
or by the Optionee ceasing to be a director of the Corporation provided that the Optionee continues to be an Eligible Person.



 


		6.5	For the purposes of this Article 6, a determination by the Corporation that an Optionee was discharged
for “cause” shall be binding on the Optionee; provided, however, that such determination shall not be conclusive of
the Optionee’s potential entitlement to damages for the loss of the right to exercise an Option in the event that a court
of competent jurisdiction ultimately determines that the discharge was without “cause”.



 


		6.6	If the Optionee is an Employee Corporation, the references to the Optionee in this Article 6 shall
be deemed to refer to the Eligible Individual associated with the Employee Corporation.



 


		6.7	Notwithstanding the provisions of this Article 6:



 


		(a)	all vested Options held by an officer of the Corporation, as designated by the Board of the Corporation
(a “Designated Officer”), provided such person has been a Designated Officer for at least one year, will expire on
the expiration date identified at the time of grant of the Option and all unvested Options will expire upon the date of termination
whether as a result of resignation or termination by the Corporation without cause;



 


		(b)	all vested Options held by a director on the Board of the Corporation, provided such person has
been a director for at least one year, whether as a result of appointment or election to the Board, will expire on the expiration
date identified at the time of grant of the Option and all unvested Options will expire on the date of termination whether as a
result of resignation or failure to be re-elected to the Board; and



 


		(c)	nothing in this Section 6.7 will be construed as extending an Option beyond the expiration date
identified at the time of grant of the Option and in accordance with the Plan.



 


		7.	EXERCISE OF OPTIONS



 


		7.1	Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery
to the Corporation at its registered office of a written notice of exercise addressed to the Secretary of the Corporation specifying
the number of Shares with respect to which the Option is being exercised and accompanied by payment in full, by cash or cheque,
of the Option Price of the Shares then being purchased. Certificates for such Shares shall be issued and delivered to the Optionee
within a reasonable time following the receipt of such notice and payment.



 


		7.2	Notwithstanding any of the provisions contained in the Plan or in any Option, the Corporation’s
obligation to issue Shares to an Optionee pursuant to the exercise of any Option shall be subject to:



 



    	 



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		(a)	completion of such registration or other qualification of such Shares or obtaining approval of
such governmental or regulatory authority as the Corporation shall determine to be necessary or advisable in connection with the
authorization, issuance or sale thereof;



 


		(b)	the administration of such Shares to listing on any stock exchange on which the Shares may then
be listed;



 


		(c)	the receipt from the Optionee of such representations, warranties, agreements and undertakings,
as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of
any jurisdiction; and



 


		(d)	the satisfaction of any conditions on exercise prescribed pursuant to Section 3.4 hereof,



 


in this connection the Corporation
shall, to the extent necessary, take all commercially reasonable steps to obtain such approvals, registrations, and qualifications
as may be necessary for the issuance of such Shares in compliance with applicable securities laws and for the listing of such Shares
on any stock exchange on which the Share are then listed.


 


		7.3	Options shall be evidenced by a share option agreement, instrument or certificate in such form
not inconsistent with this Plan as the Committee may from time to time determine as provided for under Subsection 3.2(g), provided
that the substance of Article 5 be included therein.



 


		8.	CERTAIN ADJUSTMENTS



 


		8.1	In the event of any subdivision or redivision of the Shares into a greater number of Shares at
any time after the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Corporation shall
deliver to such Optionee at the time of any subsequent exercise of his or her Option in accordance with the terms hereof, in lieu
of the number of shares to which he or she was theretofore entitled upon such exercise, but for the same aggregate consideration
payable therefor, such number of Shares as such Optionee would have held as a result of such subdivision or redivision if, on the
record date thereof, the Optionee had been the registered holder of the number of Shares to which he or she was theretofore entitled
upon such exercise.



 


		8.2	In the event of any consolidation of the Shares into a lesser number of Shares at any time after
the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Corporation shall deliver to
such Optionee at the time of any subsequent exercise of his or her Option in accordance with the terms hereof, in lieu of the number
of Shares to which he or she was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor,
such number of Shares as such Optionee would have held as a result of such consolidation if, on the record date thereof, the Optionee
had been the registered holder of the number of Shares to which he or she was theretofore entitled upon such exercise.



 


		8.3	Subject to the provisions of Article 9, if at any time after the grant of any Option to an Optionee
and prior to the expiration of the term of such Option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise
than as specified in Sections 8.1 and 8.2 or the Corporation shall consolidate, merge or amalgamate with or into another corporation
(the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the “Successor
Corporation”) or, the Corporation shall pay a stock dividend (other than any dividends in the ordinary course), the Optionee
shall be entitled to receive upon the subsequent exercise of his or her Option in accordance with the terms hereof and shall accept
in lieu of the number of Shares to which he or she was theretofore entitled upon such exercise but for the same aggregate consideration
payable therefor, the aggregate the number of shares of the appropriate class and/or other securities of the Corporation or the
Successor Corporation (as the case may be) that the Optionee would have been entitled to receive as a result of such reclassification,
reorganization or other change or as a result of such consolidation, merger, amalgamation, or stock dividend, if on the record
date of such reclassification, reorganization, other change or stock dividend, or the record date of such consolidation, merger
or amalgamation or dividend payment, as the case may be, he or she had been the registered holder of the number of Shares to which
he or she was theretofore entitled upon such exercise.



 



    	 



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		8.4	Notwithstanding any other provision herein, in the event of a Change of Control all Options, whether
vested or unvested, will become fully vested and exercisable immediately prior to the date of a Change of Control without notice
to Optionees.



 


		8.5	In the event the Corporation should declare and pay a special cash dividend or other distribution
out of the ordinary course, a special dividend in specie on the Shares, or a stock dividend other than in the ordinary course,
the Option Price of all Options outstanding on the record date of such dividend or other distribution shall be reduced by an amount
equal to the cash payment or other distribution or the fair market value of the dividend in specie or stock dividend or other distribution,
as determined by the Committee in its sole discretion. Any adjustment to the Option Price pursuant to this Section 8.5 shall be
made only to the extent that such adjustment will not cause the Option to be nonqualified deferred compensation within the meaning
of the U.S. Code Section 409A and the U.S. Treasury Regulations promulgated thereunder.



 


		9.	AMENDMENT OR DISCONTINUANCE OF THE PLAN



 


		9.1	Subject to applicable regulatory requirements and except as provided herein, the Board may, in
its sole and absolute discretion and without shareholder approval, amend, suspend, terminate or discontinue the Plan and may amend
the terms and conditions of Options granted pursuant to the Plan. Provided, however, that if the Board wishes to increase the maximum
percentage in Section 4.1 hereof or extend the Option period or reduce the Option Price of Options granted to Insiders of the Corporation
pursuant to the Plan, shareholder approval will be required.



 


		9.2	Without limiting the generality of the foregoing, the Board may make the following amendments to
the Plan, without obtaining shareholder approval:



 


		(a)	amendments to the terms and conditions of the Plan necessary to ensure that the Plan complies with
the applicable regulatory requirements, including the rules of the TSX, in place from time to time;



 


		(b)	amendments to the provisions of the Plan respecting administration of the Plan and eligibility
for participation under the Plan;



 



    	 



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		(c)	amendments to the provisions of the Plan respecting the terms and conditions on which options may
be granted pursuant to the Plan, including the provisions relating to the option price, the option period and the vesting schedule;
and



 


		(d)	amendments to the Plan that are of a “housekeeping” nature.



 


		9.3	Without limiting the generality of the foregoing, the Board may amend the Option Price, the option
period, the vesting schedule and the termination provisions of Options granted pursuant to the Plan, without shareholder approval.
Provided, however, that. if the Board proposes to reduce the Option Price or extend the option period of options granted to Insiders
of the Corporation pursuant to the Plan, such amendments will require shareholder approval.



 


		10.	MISCELLANEOUS PROVISIONS



 


		10.1	An Optionee shall not have any rights as a shareholder of the Corporation with respect to any of
the Shares covered by such Option until the date of issuance of a certificate for Shares upon the exercise of such Option, in full
or in part, and then only with respect to the Shares represented by such certificate or certificates. Without in any way limiting
the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to
the date such share certificate is issued.



 


		10.2	Nothing in the Plan or any Option shall confer upon an Optionee any right to continue or be re-elected
as a director of the Corporation or any right to continue in the employ of the Corporation or any Subsidiary, or affect in any
way the right of the Corporation or any Subsidiary to terminate his or her employment at any time; nor shall anything in the Plan
or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or
any Subsidiary to extend the employment of any Optionee beyond the time which he or she would be normally be retired pursuant to
the provisions of any present or future retirement plan of the Corporation or any Subsidiary or any present or future retirement
policy of the Corporation or any Subsidiary, or beyond the time at which he or she would otherwise be retired pursuant to the provisions
of any contract of employment with the Corporation or any Subsidiary.



 


		10.3	Notwithstanding Section 5.8 hereof, Options may be transferred or assigned between an Eligible
Individual and the related Employee Corporation provided the assignor delivers notice to the Corporation prior to the assignment.



 


		10.4	The Plan and all matters to which reference is made herein shall be governed by and interpreted
in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.



 


		10.5	With respect to any Optionee, this Plan, any Option, and any Option award are intended to be rights
that do not provide for the deferral of compensation subject to U.S. Code Section 409A by means of complying with U.S. Treasury
Regulations Section 1.409A-1(b)(5) or to otherwise be exempt from U.S. Code Section 409A.  This Plan, any Option, and any
Option award shall be interpreted and administered in a manner so as to avoid the imposition of additional tax, interest, or other
sanction on any Optionee pursuant to U.S. Code Section 409A. 



 



    	 



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		11.	SHAREHOLDER AND REGULATORY APPROVAL



 


		11.1	The Plan shall be subject to acceptance by the TSX and any other relevant regulatory authority.
Any Options granted prior to such acceptance shall be conditional upon such acceptance being given and no such Options may be exercised
unless and until such acceptance are given.