---

Execution Version

TRUST INDENTURE

between

PRIMERO MINING CORP.

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA



Providing for the Issue of Debentures

Dated as of February 9, 2015

---

TABLE OF CONTENTS

|ARTICLE1 INTERPRETATION                                        | 1                                                        
|-------------------------------------------------------------- | ---------------------------------------------------------
|                                                               |                                                          
|1.1                                                            | Definitions                                              
|1.2                                                            | Meaning of Outstanding                                 
|1.3                                                            | Headings                                                 
|1.4                                                            | Time of Essence                                          
|1.5                                                            | References                                               
|1.6                                                            | Certain Rules of
      Interpretation                    
|1.7                                                            | Day Not a Business Day                                   
|1.8                                                            | Applicable Law                                           
|1.9                                                            | Conflict                                                 
|1.10                                                           | Currency                                                 
|1.11                                                           | Calculations                                             
|1.12                                                           | Severability                                             
|1.13                                                           | Entire Agreement                                         
|1.14                                                           | Successors and Assigns                                   
|1.15                                                           | Benefits of Indenture                                    
|1.16                                                           | Schedules                                                
|                                                               |                                                          
|ARTICLE 2
      THE DEBENTURES                                 | 12                                                       
|                                                               |                                                          
|2.1                                                            | Limit of Debentures                                      
|2.2                                                            | Terms of Debentures of Any
      Series                  
|2.3                                                            | Form of Debentures                                       
|2.4                                                            | Form and Terms of Initial
      Debentures               
|2.5                                                            | Certification and Delivery
      of Additional Debentures
|2.6                                                            | Issue of Global
      Debentures                         
|2.7                                                            | Execution of Debentures                                  
|2.8                                                            | Certification                                            
|2.9                                                            | Interim Debentures or
      Certificates                 
|2.10                                                           | Mutilation, Loss, Theft or
      Destruction             
|2.11                                                           | Concerning Interest                                      
|2.12                                                           | Debentures to RankPari Passu                             
|2.13                                                           | Payments of Amounts Due on
      Maturity                
|2.14                                                           | Payment of Interest                                      
|2.15                                                           | Withholding Tax                                          
|                                                               |                                                          
|ARTICLE 3
      REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP | 28                                                       
|                                                               |                                                          
|3.1                                                            | Fully-Registered Debentures                              
|3.2                                                            | Global Debentures                                        
|3.3                                                            | Transferee Entitled to
      Registration                
|3.4                                                            | No Notice of Trusts                                      
|3.5                                                            | Registers Open for
      Inspection                      
|3.6                                                            | Exchanges of Debentures                                  
|3.7                                                            | Closing of Registers                                     
|3.8                                                            | Charges for Registration,
      Transfer and Exchange    
|3.9                                                            | Ownership of Debentures                                  
|3.10                                                           | Non-Certificated Inventory System                        

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- ii -

|ARTICLE 4 REDEMPTION AND PURCHASE
      OF DEBENTURES AND CERTAIN PAYMENTS ON
      MATURITY | 34                                                         
|-------------------------------------------------------------------------------------------- | -----------------------------------------------------------
|                                                                                             |                                                            
|4.1                                                                                          | Applicability of Article                                   
|4.2                                                                                          | Partial Redemption                                         
|4.3                                                                                          | Notice of Redemption                                       
|4.4                                                                                          | Debentures Due on Redemption
      Date                    
|4.5                                                                                          | Deposit of Redemption Monies
      or Shares               
|4.6                                                                                          | Right to Repay Redemption
      Price in Shares            
|4.7                                                                                          | Failure to Surrender
      Debentures Called for Redemption
|4.8                                                                                          | Cancellation of Debentures
      Redeemed                  
|4.9                                                                                          | Purchase of Debentures by
      the Corporation            
|4.10                                                                                         | Deposit of Maturity
      Monies                           
|4.11                                                                                         | Right to Repay Principal
      Amount in Shares            
|                                                                                             |                                                            
|ARTICLE 5
      SUBORDINATION OF DEBENTURES                                                  | 43                                                         
|                                                                                             |                                                            
|5.1                                                                                          | Applicability of Article                                   
|5.2                                                                                          | Order of Payment                                           
|5.3                                                                                          | Obligation to Pay Not
      Impaired                       
|5.4                                                                                          | No Payment if Senior
      Indebtedness in Default         
|5.5                                                                                          | Payment on Debentures
      Permitted                      
|5.6                                                                                          | Confirmation of
      Subordination                        
|5.7                                                                                          | Knowledge of Debenture
      Trustee                       
|5.8                                                                                          | Debenture Trustee May Hold
      Senior Indebtedness       
|5.9                                                                                          | Rights of Holders of Senior
      Indebtedness Not Impaired
|5.10                                                                                         | Altering the Senior
      Indebtedness                     
|5.11                                                                                         | Additional Indebtedness                                    
|5.12                                                                                         | Right of Debentureholder to
      Convert Not Impaired     
|5.13                                                                                         | Invalidated Payments                                       
|5.14                                                                                         | Obligations Created by
      Article 5                     
|5.15                                                                                         | Amendments to Article 5                                    
|                                                                                             |                                                            
|ARTICLE 6
      CONVERSION OF DEBENTURES                                                     | 47                                                         
|                                                                                             |                                                            
|6.1                                                                                          | Applicability of Article                                   
|6.2                                                                                          | Notice of Expiry of
      Conversion Privilege             
|6.3                                                                                          | Revival of Right to
      Convert                          
|6.4                                                                                          | Manner of Exercise of Right
      to Convert               
|6.5                                                                                          | Adjustment of Conversion
      Rate                        
|6.6                                                                                          | No Requirement to Issue
      Fractional Shares            
|6.7                                                                                          | Corporation to Reserve
      Shares                        
|6.8                                                                                          | Cancellation of Converted
      Debentures                 
|6.9                                                                                          | Certificate as to
      Adjustment                         
|6.10                                                                                         | Notice of Special
      Matters                            
|6.11                                                                                         | Protection of Debenture
      Trustee                      
|6.12                                                                                         | Payment on Conversion                                      
|                                                                                             |                                                            
|ARTICLE 7
      COVENANTS OF THE CORPORATION                                                 | 56                                                         
|                                                                                             |                                                            
|7.1                                                                                          | To Pay Principal, Premium
      (if any) and Interest      
|7.2                                                                                          | To Pay Debenture Trustees
      Remuneration              
|7.3                                                                                          | To Give Notice of
      Default                            
|7.4                                                                                          | Preservation of Existence,
      etc.                      
|7.5                                                                                          | Keeping of Books                                           

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- iii -

|7.6                                              | Annual Certificate of
      Compliance                                      | 57
|------------------------------------------------ | --------------------------------------------------------------------------- | --
|7.7                                              | No Dividend or Distributions
      on Shares if Event of Default            | 57
|7.8                                              | Performance of Covenants by
      Debenture Trustee                         | 57
|7.9                                              | Maintain Listing                                                            | 57
|                                                 |                                                                             |   
|ARTICLE 8
      DEFAULT                          | 58                                                                         
|                                                 |                                                                            
|8.1                                              | Events of Default                                                           | 58
|8.2                                              | Notice of Events of
      Default                                           | 59
|8.3                                              | Waiver of Default                                                           | 60
|8.4                                              | Enforcement by the Debenture
      Trustee                                  | 60
|8.5                                              | No Suits by
      Debentureholders                                          | 61
|8.6                                              | Application of Monies by
      Debenture Trustee                            | 62
|8.7                                              | Notice of Payment by
      Debenture Trustee                                | 63
|8.8                                              | Debenture Trustee May Demand
      Production of Debentures                 | 63
|8.9                                              | Remedies Cumulative                                                         | 63
|8.10                                             | Judgment Against the
      Corporation                                      | 63
|8.11                                             | Immunity of Directors,
      Officers and Others                            | 63
|                                                 |                                                                             |   
|ARTICLE 9
      SATISFACTION AND DISCHARGE       | 63                                                                         
|                                                 |                                                                            
|9.1                                              | Cancellation and
      Destruction                                          | 63
|9.2                                              | Non-Presentation of Debentures                                              | 64
|9.3                                              | Repayment of Unclaimed
      Monies or Shares                               | 64
|9.4                                              | Discharge                                                                   | 64
|9.5                                              | Satisfaction                                                                | 65
|9.6                                              | Continuance of Rights,
      Duties and Obligations                         | 66
|                                                 |                                                                             |   
|ARTICLE 10
      SHARE INTEREST PAYMENT ELECTION | 67                                                                         
|                                                 |                                                                            
|10.1                                             | Share Interest Payment
      Election                                       | 67
|                                                 |                                                                             |   
|ARTICLE 11
      SUCCESSORS                      | 69                                                                         
|                                                 |                                                                            
|11.1                                             | Restrictions on
      Amalgamation, Merger and Sale of Certain Assets, etc. | 69
|11.2                                             | Vesting of Powers in
      Successor                                        | 70
|                                                 |                                                                             |   
|ARTICLE 12
      COMPULSORY ACQUISITION          | 71                                                                         
|                                                 |                                                                            
|12.1                                             | Definitions                                                                 | 71
|12.2                                             | Offer for Debentures                                                        | 71
|12.3                                             | Offerors Notice to
      Dissenting Shareholders                           | 71
|12.4                                             | Delivery of Debenture
      Certificates                                    | 72
|12.5                                             | Payment of Consideration to
      Debenture Trustee                         | 72
|12.6                                             | Consideration to be held in
      Trust                                     | 72
|12.7                                             | Completion of Transfer of
      Debentures to Offeror                       | 72
|12.8                                             | Communication of Offer to
      the Corporation                             | 73
|                                                 |                                                                             |   
|ARTICLE 13
      MEETINGS OF DEBENTUREHOLDERS    | 73                                                                         
|                                                 |                                                                            
|13.1                                             | Right to Convene Meeting                                                    | 73
|13.2                                             | Notice of Meetings                                                          | 73
|13.3                                             | Chairman                                                                    | 75
|13.4                                             | Quorum                                                                      | 75
|13.5                                             | Power to Adjourn                                                            | 75
|13.6                                             | Show of Hands                                                               | 75
|13.7                                             | Poll                                                                        | 76
|13.8                                             | Voting                                                                      | 76

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- iv -

|13.9                                              | Proxies                                                                        | 76
|------------------------------------------------- | ------------------------------------------------------------------------------ | --
|13.10                                             | Persons Entitled to Attend
      Meetings                                      | 77
|13.11                                             | Powers Exercisable by
      Extraordinary Resolution                           | 77
|13.12                                             | Meaning of Extraordinary
      Resolution                                    | 79
|13.13                                             | Powers Cumulative                                                              | 79
|13.14                                             | Minutes                                                                        | 79
|13.15                                             | Instruments in Writing                                                         | 80
|13.16                                             | Binding Effect of
      Resolutions                                            | 80
|13.17                                             | Evidence of Rights of
      Debentureholders                                   | 80
|13.18                                             | Concerning Serial
      Meetings                                               | 80
|13.19                                             | Record Dates                                                                   | 80
|                                                  |                                                                                |   
|ARTICLE 14
      NOTICES                          | 81                                                                            
|                                                  |                                                                               
|14.1                                              | Notice to the
      Corporation                                                | 81
|14.2                                              | Notice to
      Debentureholders                                               | 81
|14.3                                              | Notice to Debenture
      Trustee                                              | 82
|14.4                                              | Mail Service
      Interruption                                                | 82
|                                                  |                                                                                |   
|ARTICLE 15
      CONCERNING THE DEBENTURE TRUSTEE | 82                                                                            
|                                                  |                                                                               
|15.1                                              | Trust Indenture
      Legislation                                              | 82
|15.2                                              | No Conflict of Interest                                                        | 82
|15.3                                              | Replacement of Debenture
      Trustee                                         | 83
|15.4                                              | Duties of Debenture
      Trustee                                              | 83
|15.5                                              | Reliance Upon Declarations,
      Opinions, etc.                               | 83
|15.6                                              | Evidence and Authority to
      Debenture Trustee, Opinions, etc               | 84
|15.7                                              | Officers Certificates
      Evidence                                          | 85
|15.8                                              | Experts, Advisers and
      Agents                                             | 85
|15.9                                              | Debenture Trustee May Deal
      in Debentures                                 | 85
|15.10                                             | Investment of Monies Held by
      Debenture Trustee                           | 85
|15.11                                             | Debenture Trustee Not
      Ordinarily Bound                                   | 86
|15.12                                             | Debenture Trustee Not
      Required to Give Security                          | 86
|15.13                                             | Debenture Trustee Not Bound
      to Act on the Corporations Request          | 86
|15.14                                             | Debenture Trustee Protected
      in Acting                                    | 87
|15.15                                             | Conditions Precedent to
      Debenture Trustees Obligations to Act Hereunder | 87
|15.16                                             | Authority to Carry on
      Business                                           | 87
|15.17                                             | Compensation and
      Indemnity                                               | 87
|15.18                                             | Anti-Money Laundering                                                          | 88
|15.19                                             | Acceptance of Trust                                                            | 88
|15.20                                             | Privacy Laws                                                                   | 88
|15.21                                             | Force Majeure                                                                  | 89
|                                                  |                                                                                |   
|ARTICLE 16
      SUPPLEMENTAL INDENTURES          | 89                                                                            
|                                                  |                                                                               
|16.1                                              | Supplemental Indentures                                                        | 89
|                                                  |                                                                                |   
|ARTICLE 17
      RIGHTS OF RESCISSION             | 90                                                                            
|                                                  |                                                                               
|17.1                                              | Rights of Rescission                                                           | 90
|                                                  |                                                                                |   
|ARTICLE 18
      EXECUTION AND FORMAL DATE        | 91                                                                            
|                                                  |                                                                               
|18.1                                              | Execution                                                                      | 91
|18.2                                              | Contracts of the
      Corporation                                             | 91
|18.3                                              | Formal Date                                                                    | 91

---

TRUST INDENTURE

THIS TRUST INDENTUREis made as of the 9th
day of February, 2015.

|BETWEEN: | PRIMERO MINING CORP., a corporation governed under
      the laws of British Columbia (hereinafter referred to as the 
      Corporation)                          
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                      
|         | - and -                                                                                                                                                              
|         |                                                                                                                                                                      
|         | COMPUTERSHARE TRUST COMPANY OF CANADA, a trust
      company incorporated under the federal laws of Canada (hereinafter
      referred to as the Debenture Trustee)

WHEREASthe Corporation deems it necessary for its
purposes to create and issue the Debentures to be created and issued in the
manner hereinafter appearing;

WHEREASthe Corporation, under the laws relating to it,
is duly authorized to create and issue the Initial Debentures as herein
provided;

WHEREAS,when certified by the Debenture Trustee
and issued as provided in this Indenture, all necessary steps have been duly
enacted, passed and/or confirmed and other proceedings taken and conditions
complied with, in each case by the Corporation, to make the creation and issue
of the Debentures issued hereunder legal, valid and binding on the Corporation
in accordance with the laws relating to the Corporation; and

WHEREASthe foregoing recitals are made as
representations and statements of fact by the Corporation and not by the
Debenture Trustee;

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

ARTICLE 1 INTERPRETATION

|1.1 | Definitions
|--- | -----------

In this agreement and the recitals, unless there is something
in the subject matter or context inconsistent therewith or unless otherwise
expressly provided, the following terms shall have the respective meanings set
out below and grammatical variations of such terms shall have corresponding
meanings:

| | (a) | this Debenture Indenture, this
      Indenture, hereto, herein, hereby,
      hereunder, hereof and similar expressions refer to this
      Indenture and not to any particular Article, Section, subsection, clause,
      subdivision or other portion hereof and include any and every instrument
      supplemental or ancillary hereto;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (b) | 90% Redemption Right” has the meaning
  ascribed thereto in Section 2.4(i)(vii);                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (c) | 90% Redemption Right Notice” has the
  meaning ascribed thereto in Section 2.4(i)(vii);                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (d) | Acceptance Notice” has the meaning
ascribed thereto in Section 2.4(i)(iii);                                                                                                                                                                                                                                                                              

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- 2 -

| | (e) | Additional Debentures means Debentures of any
      one or more series, other than the first series of Debentures, being the
      Initial Debentures, issued under this Indenture;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) | Affiliate and Associate, when used to
      indicate a relationship with a person or company, have the respective
      meanings as ascribed thereto in the Securities Act(Ontario);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (g) | Applicable Securities Legislation means
      applicable securities laws (including published rules, regulations,
      policies, blanket orders, rulings and instruments) in each of the
      Provinces of Canada, other than the Province of Québec;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (h) | Authorized Officer means authorized officer(s)
      of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (i) | Base Share” has the meaning ascribed
  thereto in Section 2.4(j)(iii);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (j) | Beneficial Holder means any person who holds a
      beneficial interest in a Global Debenture as shown on the books of the
      Depository or a Depository Participant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (k) | Business Day means any day which is not Saturday
      or Sunday or a statutory holiday in the Province of Ontario or the
      Province of British Columbia or any other day on which businesses of the
      Debenture Trustee and Canadian banks are generally closed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (l) | Cash Change of Control means a Change of Control
      in which 10% or more of the consideration for the Shares in the
      transaction or transactions constituting the Change of Control consists
      of: (i) cash (other than cash payments for fractional Shares and cash
      payments made in respect of dissenters appraisal rights); (ii) trust
      units, limited partnership units or other participating equity securities
      of a trust, limited partnership or similar entity; (iii) equity securities
      or other property that is not traded or intended to be traded immediately
      following such transaction on a recognized stock exchange; (iv) other
      property that is not traded or intended to be traded immediately following
      such transaction or transactions on a recognized stock exchange; or (v)
      any combination of the consideration described in the foregoing subclauses
      (i) through (iv);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (m) | Cash Change of Control Conversion
      Period” has the meaning ascribed thereto in Section 2.4(j)(i);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (n) | Cash Offer Price” has the meaning
  ascribed thereto in Section 2.4(j)(ii);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (o) | Cash Settlement” has the meaning
  ascribed thereto in Section 6.12;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (p) | CDS means CDS Clearing and Depository Services
      Inc.;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (q) | Change of Control means the occurrence of any of
      the following events:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| | (i)  | any event as a result of or following which any person or
      company (each as defined in the Securities Act(Ontario)) or their
      respective Affiliates, or group of persons and/or companies acting jointly
      or in concert (within the meaning of the Securities Act(Ontario)
      as at the date hereof) (any such group, a Group), directly or
      indirectly acquires the right to cast more than 50% of the votes that may
      be ordinarily cast at a general meeting of shareholders of the
      Corporation;                                                                                                      
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ii) | any amalgamation, consolidation, merger or arrangement by
      the Corporation with or into any other person or company or of any person
      or company into the Corporation (other than pursuant to an internal
      reorganization solely among wholly-owned subsidiaries), unless immediately
      following such transaction, the persons who had been the Corporations
      shareholders immediately prior to such transaction hold securities giving
      them the right to cast more than 50% of the votes attached to all of the
      then-issued and outstanding shares of the entity resulting from such
  transaction; or

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- 3 -

| | (iii) | the conveyance, transfer, sale, lease or other
      disposition, directly or indirectly, of all or substantially all of the
      Corporations assets and properties and those of the Corporations
      Subsidiaries, taken as a whole, to another arms length person or company
      or Group;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (r) | Change of Control Purchase Date” has
  the meaning ascribed thereto to it in Section 2.4(i)(v);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (s) | Combination Settlement” has the meaning
  ascribed thereto in Section 6.12;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (t) | Conversion Price” means (i) with
      respect to the Initial Debentures, an amount equal to $1,000
      divided by the then applicable Conversion Rate with respect to the Initial
      Debenture, and (ii) for any other series of Debentures which by their
      terms are convertible, the amount set upon their creation, as adjusted in
      accordance with the provisions of Article
  6;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (u) | Conversion Rate” means (i) with respect
      to the Initial Debentures, the conversion rate of 152.6718 Shares per
      $1,000 principal amount of Debentures for the Initial Debentures,
      as adjusted in accordance with the provisions of Article 6, and (ii) for any other series of Debentures
      which by their terms are convertible, the amount set upon their creation,
  as adjusted in accordance with the provisions of Article 6;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (v) | Corporation” means Primero Mining Corp.
      and includes any successor to or of the Corporation that shall have
      complied with the provisions of Article
  11;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (w) | Counsel means a barrister or solicitor or a firm
      of barristers or solicitors, who may be counsel for the Corporation,
      acceptable to the Debenture Trustee, acting reasonably;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (x) | Credit Facility means the $75 million revolving
      credit facility dated May 23, 2014 with a syndicate of lenders, as amended
      pursuant to a first amending agreement dated December 22, 2014 and the
      second amending agreement dated February 5, 2015;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (y) | Current Market Price for any applicable date
      means the VWAP of the Shares on the NYSE for the 20 consecutive Trading
      Days ending five Trading Days preceding the date of the applicable event
      (utilizing only days on which the Shares actually trade), calculated by
      determining daily VWAP for each of such 20 consecutive Trading Days and
      determining the arithmetic average of such 20 daily VWAPs. If the Shares
      are not listed on the NYSE, reference will be made for the purpose of the
      foregoing calculation to the principal securities exchange or market on
      which the Shares are listed or quoted (and converted to US dollars at the
      Bloomberg end of day rate of exchange for such date) or, if no such prices
      are available, Current Market Price shall be the fair value of the Shares
      as reasonably determined by the board of directors of the
    Corporation;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (z) | Date of Conversion” has the meaning
ascribed thereto in Section 6.4(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

- 4 -

| | (aa) | Debenture Liabilities” means the
      indebtedness, liabilities and obligations of the Corporation under
      Debentures issued under this Indenture of any series, including on account
      of principal, interest or otherwise but excluding the issuance of Shares
      upon any Conversion pursuant to Article 6, upon any
      redemption pursuant to Article 4, or at maturity
  pursuant to Article 4;                                                                                                                                                                                                                                                                                                                                                        
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (bb) | Debenture Offer” has the meaning
  ascribed thereto in Section 2.4(i)(i);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (cc) | Debenture Trustee means Computershare Trust
      Company of Canada or its successor or successors for the time being as
      trustee hereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (dd) | Debentureholders or holders means the
      persons for the time being entered in the register for Debentures as
      registered holders of Debentures or any transferees of such persons by
      endorsement or delivery;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ee) | Debentures means the debentures, notes or other
      evidences of indebtedness of the Corporation issued and certified
      hereunder, or deemed to be issued and certified hereunder, including,
      without limitation, the Initial Debentures, and for the time being
      outstanding, whether in definitive, uncertificated or interim form or in
      the form of Global Debentures;                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ff) | deemed year” has the meaning ascribed
  thereto in Section 2.11(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (gg) | Defeased Debentures” has the meaning
  ascribed thereto in Section 9.6(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (hh) | Depository” means, with respect to the
      Debentures of any series issuable or issued in the form of one or more
      Global Debentures, the person designated as depository by the Corporation
      pursuant to Section 3.2 until a successor
      depository shall have become such pursuant to the applicable provisions of
      this Indenture, and thereafter “Depository shall mean
      each person who is then a depository hereunder, and if at any time there
      is more than one such person, Depository as used with respect to
      the Debentures of any series shall mean each depository with respect to
      the Global Debentures of such series and, in the case of the Initial
      Debentures, the Depository shall initially be CDS;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii) | Depository Participant means a broker, dealer,
      bank, other financial institution or other person for whom from time to
      time, a Depository effects book-entry for a Global Debenture deposited
      with the Depository;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (jj) | Directors means the directors of the Corporation
      on the date hereof or such directors as may, from time to time, be
      appointed or elected directors of the Corporation pursuant to the
      Corporations notice of articles and articles, and applicable laws, and
      Director means any one of them, and reference to action by the
      Directors means action by the Directors as a board;                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (kk) | Effective Date” has the meaning
  ascribed thereto in Section 2.4(j)(ii);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ll) | Event of Default” has the meaning
  ascribed thereto in Section 8.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (mm) | Expiration Date” has the meaning
  ascribed thereto in Section 6.5(e);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (nn) | Expiration Time” has the meaning
  ascribed thereto in Section 6.5(e);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (oo) | Expiry Date” has the meaning ascribed
thereto in Section 2.4(i)(ii);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

- 5 -

| | (pp)  | Expiry Time” has the meaning ascribed
  thereto in Section 2.4(i)(ii);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (qq)  | Extraordinary Resolution” has the
  meaning ascribed thereto in Section 13.12;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (rr)  | Freely-Tradeable means, in respect of any Shares
      or any other securities of the Corporation or any other person, as the
      case may be, that they (i) may be issued without the necessity of filing a
      prospectus or any other similar offering document (other than such
      prospectus or similar offering document that has already been filed) under
      Applicable Securities Legislation and such issue does not constitute a
      distribution (other than a distribution already qualified by prospectus or
      similar offering document or that is otherwise exempt from prospectus
      requirements) under Applicable Securities Legislation; and (ii) can be
      traded in Canada by the holder thereof without any restriction under
      Applicable Securities Legislation, such as hold periods, except in the
      case of a control distribution (as defined in the Applicable Securities
      Legislation) or any other trade prohibited under insider trading rules of
      Applicable Securities Legislation;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ss)  | Fully-Registered Debentures means the
      Debentures registered as to both principal, premium, if any, and
      interest;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (tt)  | generally accepted accounting principles means
      generally accepted accounting principles in Canada, as amended from time
      to time, as applicable to the Corporation and for greater certainty
      includes International Financial Reporting Standards as and to the extent
      applicable to the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (uu)  | Global Debenture” means a Debenture
      that is issued to and registered in the name of the Depository, or its
      nominee, pursuant to Section 2.6 for purposes of
      being held by or on behalf of the Depository as custodian for participants
      in the Depository’s book-entry only registration system or
  non-certificated inventory system;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (vv)  | Government Obligations means securities issued
      or guaranteed by the United States Government or the Government of Canada
      or any province thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ww)  | Group shall have the meaning ascribed thereto in
      the definition of Change of Control;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (xx)  | Indenture Legislation” has the meaning
  ascribed to it in Section 15.1(a);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (yy)  | Initial Debentures” means the
      Debentures designated as “5.75% Convertible Unsecured
  Subordinated Debentures” and described in Section 2.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (zz)  | Interest Account” has the meaning
  ascribed thereto in Section 10.1(h);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (aaa) | Interest Obligation means the obligation of the
      Corporation to pay interest on the Debentures, as and when the same
      becomes due;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (bbb) | Interest Payment Date means a date specified for
      a series of Debentures as the date on which an installment of interest on
      such Debentures shall be due and payable and which, for the Initial
      Debentures shall be semi-annually on February 28 and August 28 in each
      year, commencing on August 28, 2015, computed on the basis of a 360-day
      year composed of twelve 30-day months;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ccc) | Make-Whole Premium” has the meaning
ascribed to it in Section 2.4(j)(i);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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- 6 -

| | (ddd) | Make-Whole Premium Shares” has the
  meaning ascribed thereto in Section 2.4(j)(ii);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (eee) | Material Subsidiary” means a Subsidiary
      of the Corporation for which: (A) such Subsidiary’s share of the
      Corporation’s consolidated assets exceeds 20% of the
      consolidated assets of the Corporation calculated using the audited annual
      financial statements of the Corporation for the most recently completed
      financial year; or (B) the Corporation’s consolidated
      investments in and advances to such Subsidiary, as at the relevant date
      for the purposes of Section 8.1, exceeds 20% of the
      consolidated assets of the Corporation as at the last day of the most
      recently completed financial year of the Corporation; or (C) such
      Subsidiary’s proportionate share of the consolidated specified
      profit or loss of the Corporation exceeds 20% of the consolidated
      specified profit or loss of the Corporation calculated using the audited
      annual financial statements of the Corporation for the most recently
  completed financial year;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (fff) | Maturity Account means an account or accounts
      required to be established by the Corporation (and which shall be
      maintained by and subject to the control of the Debenture Trustee) for
      each series of Debentures pursuant to and in accordance with this
      Indenture;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ggg) | Maturity Date means February 28, 2020 in respect
      of the Initial Debentures;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (hhh) | Maturity Notice” has the meaning
  ascribed thereto in Section 2.4(f);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii) | NCI Letter of Instruction means the NCI System
      letter of instruction provided by the Depository to the Debenture Trustee
      in connection with the conversion of the Debentures;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (jjj) | NCI System means a non-certificated inventory
      system for Debentures maintained by the Depository, as may be changed,
      supplemented, replaced or otherwise modified from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (kkk) | NYSE means the New York Stock Exchange or its
      successor or successors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (lll) | Offer Price” has the meaning ascribed
  thereto in Section 2.4(i)(i);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (mmm) | Offering means the public offering by way of
      short form prospectus of the Corporation dated February 3, 2015 of $75
      million aggregate principal amount of Initial Debentures ($86.25 million
      if the Over-Allotment Option is exercised in full);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (nnn) | Officers Certificate means a certificate of the
      Corporation signed by any one of the Directors or any one Authorized
      Officer, on behalf of the Corporation, in such capacity, and not in his or
      her personal capacity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ooo) | Original Purchaser” has the meaning
  ascribed thereto in Section 17.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ppp) | Over-Allotment Option means the option of the
      underwriters under the Offering to purchase up to an additional $11.25
      million of Initial Debentures until 30 days after the closing of the
      Offering;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (qqq) | Periodic Offering means an offering of
      Debentures of a series from time to time, the specific terms of which
      Debentures, including, without limitation, the rate or rates of interest,
      if any, thereon, the stated maturity or maturities thereof and the
      redemption and conversion provisions, if any, with respect thereto, are to
      be determined by the Corporation upon the issuance of such Debentures from
  time to time pursuant to a supplemental indenture;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

- 7 -

| | (rrr)  | Person means and includes individuals,
      corporations, limited partnerships, general partnerships, joint stock
      companies, limited liability companies, joint ventures, associations,
      companies, trusts, banks, trust companies, pension funds, business trusts
      or other organizations, whether or not legal entities and governments,
      governmental agencies and political subdivisions thereof;                                                                                                                                                                                                                                                                                                                                                                         
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (sss)  | Physical Settlement” has the meaning
  ascribed thereto in Section 6.12;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (ttt)  | Primero Group means the Corporation together
      with its Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (uuu)  | Privacy Laws” has the meaning ascribed
  thereto in Section 15.20;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (vvv)  | Prospectus means the (final) short form
      prospectus of the Corporation dated February 3, 2015 in respect of the
      Offering;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (www)  | Purchased Shares” has the meaning
  ascribed thereto in Section 6.5(e);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (xxx)  | Rescission Period” has the meaning
  ascribed thereto in Section 17.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (yyy)  | Redemption Date” has the meaning
  ascribed thereto in Section 4.3;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (zzz)  | Redemption Notice” has the meaning
  ascribed thereto in Section 4.3;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (aaaa) | Redemption Price” means, in respect of
      a Debenture, the amount, excluding interest, payable on the Redemption
      Date fixed for such Debenture, which amount may be payable by the issuance
  of Freely-Tradeable Shares as provided for in Section 4.6;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (bbbb) | Senior Creditor means a holder or holders of
      Senior Indebtedness and includes any agent or agents, representative or
      representatives, or trustee or trustees of any such holder or
    holders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (cccc) | Senior Indebtedness means the principal of,
      premium, if any, and interest on and other amounts in respect of, all
      unsubordinated indebtedness of the Corporation (including indebtedness
      under the Credit Facility) and indebtedness preferred by mandatory
      provisions of law (whether outstanding as at the date hereof or thereafter
      incurred), other than (i) indebtedness evidenced by the Debentures and
      (ii) all other existing and future debentures or other instruments of the
      Corporation which, by the terms of the instrument creating or evidencing
      the indebtedness, is expressed to be pari passuwith, or
      subordinate in right of payment to, the Debentures or other indebtedness
      ranking pari passuwith the Debentures;
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (dddd) | Senior Security means all mortgages, hypothecs,
      liens, pledges, charges (whether fixed or floating), security interests or
      other encumbrances of any kind, contingent or absolute, held by or on
      behalf of any Senior Creditor and in any manner securing any Senior
      Indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (eeee) | Settlement Method” has the meaning
  ascribed thereto in Section 6.12;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (ffff) | Share Bid Request means a request for bids to
      purchase Shares (to be issued by the Corporation on the Share Delivery
      Date) made by the Debenture Trustee in
accordance with the Share Interest Payment Election Notice and that
      shall make the acceptance of any bid conditional upon the acceptance of
      sufficient bids to result in aggregate proceeds from such issue and sale
      of Shares that, together with the cash payments by the Corporation in lieu
  of fractional Shares, if any, equal the Interest Obligation;                                                                                                                                                                                                                                            

---

- 8 -

| | (gggg) | Share Delivery Date means a date, not more than
      90 days and not less than one Business Day prior to the applicable
      Interest Payment Date, upon which Shares are issued by the Corporation and
      delivered to the Debenture Trustee for sale on behalf of the Corporation
      pursuant to Share Purchase Agreements (together with the cash payments by
      the Corporation, if any, required to be made in order to pay in full the
      applicable Interest Obligation);                                 
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (hhhh) | Share Interest Payment Election means an
      election to satisfy an Interest Obligation on the applicable Interest
      Payment Date in the manner described in the Share Interest Payment
      Election Notice;                                                                                                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iiii) | Share Interest Payment Election Amount”
      means the sum of the amount of the aggregate proceeds resulting from the
      sale of Shares on the Share Delivery Date pursuant to acceptable bids
      obtained pursuant to the Share Bid Requests, together with any amount paid
      by the Corporation in respect of fractional Shares pursuant to Section 10.1(g), that is equal to the aggregate amount of the
      Interest Obligation in respect of which the Share Interest Payment
  Election Notice was delivered;
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (jjjj) | Share Interest Payment Election Notice means a
      written notice made by the Corporation to the Debenture Trustee
      specifying:                                                                                                                                                                                                                                                                                                                                                                                         

| | (i)   | the Interest Obligation to which the election
    relates;                                                                                                                                                                                                                                                                                  
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                             
| | (ii)  | the Share Interest Payment Election Amount;                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                             
| | (iii) | the investment banks, brokers or dealers through which
      the Debenture Trustee shall seek bids to purchase the Shares and the
      conditions of such bids, which may include the minimum number of Shares,
      minimum price per Share, timing for closing for bids and such other
      matters as the Corporation may specify; and
| |       |                                                                                                                                                                                                                                                                                                                                             
| | (iv)  | that the Debenture Trustee shall accept through the
      investment banks, brokers or dealers selected by the Corporation only
      those bids which comply with such notice;                                                                                                                                                             

| | (kkkk) | Share Proceeds Investment” has the
      meaning ascribed thereto in Section 10.1(h);                                                                                                                                                                                                                                                                                                                            
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (llll) | Share Purchase Agreement means an agreement in
      customary form among the Corporation, the Debenture Trustee and the
      persons making acceptable bids pursuant to a Share Bid Request, which
      complies with all applicable laws, including the Applicable Securities
      Legislation and the rules and regulations of any stock exchange on which
      the Debentures or Shares are then listed;
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (mmmm) | Share Redemption Right” has the meaning
      ascribed thereto in Section 4.6(a);                                                                                                                                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (nnnn) | Share Repayment Right” has the meaning
      ascribed thereto in Section 4.11(a);                                                                                                                                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (oooo) | Share Settlement Portion” has the
      meaning ascribed thereto in Section 6.12(d)(iii);                                                                                                                                                                                                                                                                                                                        

---

- 9 -

| | (pppp) | Shares” means common shares of the
      Corporation, as such common shares are constituted on the date of
      execution and delivery of this Indenture; provided that in the event of a
      change or a subdivision, redivision, reduction, combination or
      consolidation thereof, any reclassification, capital reorganization,
      consolidation, amalgamation, arrangement, merger, sale or conveyance or
      liquidation, dissolution or winding-up, or such successive changes,
      subdivisions, redivisions, reductions, combinations or consolidations,
      reclassifications, capital reorganizations, consolidations, amalgamations,
      arrangements, mergers, sales or conveyances or liquidations, dissolutions
      or windings-up, then, subject to adjustments, if any, having been made in
      accordance with the provisions of Section 6.5,
      “Shares shall mean the shares or other securities or
      property resulting from such change, subdivision, redivision, reduction,
      combination or consolidation, reclassification, capital reorganization,
      consolidation, amalgamation, arrangement, merger, sale or conveyance or
      liquidation, dissolution or winding- up;
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (qqqq) | Subsidiary when used to indicate a relationship
      with a person or company, has the same meaning as set out in Section 2(2)
      of the Business Corporations Act(British Columbia);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (rrrr) | Successor” has the meaning ascribed
  thereto in Section 11.1(a);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ssss) | Tax Act means the Income Tax Act(Canada)
      as amended from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (tttt) | Time of Expiry” means the time of
      expiry of certain rights (as set out in Section 2.4(e)) with respect to the conversion of Debentures
      under Article 6, which is to be set out for each
  series of Debentures which by their terms are to be convertible;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (uuuu) | Trading Day means, with respect to the NYSE, the
      TSX or other market for securities, any day on which such exchange or
      market is open for trading or quotation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vvvv) | Trailing Market Price for any applicable date
      means the VWAP of the Shares on the NYSE for the 20 consecutive Trading
      Days commencing on the day immediately following such date (utilizing only
      days on which the Shares actually trade), calculated by determining daily
      VWAP for each of such 20 consecutive Trading Days and determining the
      arithmetic average of such 20 daily VWAPs. If the Shares are not listed on
      the NYSE, reference will be made for the purpose of the foregoing
      calculation to the principal securities exchange or market on which the
      Shares are listed or quoted (and converted to US dollars at the Bloomberg
      end of day rate of exchange for such date) or, if no such prices are
      available, Trailing Market Price shall be the fair value of the Shares as
      reasonably determined by the board of directors of the
  Corporation;                                                                                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (wwww) | TSX means the Toronto Stock Exchange or its
      successor or successors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (xxxx) | United States means the United States of
      America, its territories and possessions, any state of the United States
      and the District of Columbia;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (yyyy) | VWAP means the volume-weighted average trading
      price of the Shares for the applicable day or period; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (zzzz) | Written Direction of the Corporation means an
      instrument in writing signed by any Director of the Corporation or any
      Authorized Officer of the Corporation on behalf of the
  Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

- 10 -

|1.2 | Meaning ofOutstanding
|--- | -----------------------

Every Debenture certified and delivered by the Debenture
Trustee, or issued as an electronic position on the register of Debentureholders
to be maintained by the Debenture Trustee, hereunder shall be deemed to be
outstanding until it is cancelled, converted, repurchased, redeemed or delivered
to the Debenture Trustee for cancellation, repurchase, conversion or redemption
and monies and/or Shares, as the case may be, for the payment thereof shall have
been set aside under Article 9, provided that:

| | (a) | Debentures which have been partially redeemed, purchased
      or converted shall be deemed to be outstanding only to the extent of the
      unredeemed, unpurchased or unconverted part of the principal amount
      thereof;                                                                                                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | when a new Debenture has been issued in substitution for
      a Debenture which has been lost, stolen or destroyed, only one of such
      Debenture shall be counted for the purpose of determining the aggregate
      principal amount of Debentures outstanding; and                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | for the purposes of any provision of this Indenture
      entitling holders of outstanding Debentures to vote, sign consents,
      requisitions or other instruments or take any other action under this
      Indenture, or to constitute a quorum of any meeting of Debentureholders,
      Debentures owned directly or indirectly, by the Corporation or a
      Subsidiary of the Corporation shall be disregarded except
  that:

| | (i)   | for the purpose of determining whether the Debenture
      Trustee shall be protected in relying on any such vote, consent,
      requisition or other instrument or action, or on the holders of Debentures
      present or represented at any meeting of Debentureholders, only the
      Debentures which the Debenture Trustee knows are so owned shall be so
      disregarded;                                                                                                             
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)  | Debentures so owned which have been pledged in good faith
      other than to the Corporation or a Subsidiary of the Corporation shall not
      be so disregarded if the pledgee shall establish to the satisfaction of
      the Debenture Trustee the pledgees right to vote such Debentures, sign
      consents, requisitions or other instruments or take such other actions in
      his discretion free from the control of the Corporation or a Subsidiary of
      the Corporation; and
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii) | Debentures so owned shall not be disregarded if they are
      the only Debentures outstanding.                                                                                                                                                                                                                                                                                                                                                                                                   

|1.3 | Headings
|--- | --------

The headings, the table of contents and the division of this
Indenture into Articles and Sections are for convenience of reference only and
shall not affect the interpretation of this Indenture.

|1.4 | Time of Essence
|--- | ---------------

Time shall be of the essence of this Indenture.

|1.5 | References
|--- | ----------

Unless otherwise specified in this Indenture:

| | (a) | references to Articles, Sections and Schedules are to
      Articles, Sections and Schedules in this Indenture;
and
| | --- | -------------------------------------------------------------------------------------------------------------------

---

- 11 -

| | (b) | hereto hereinhereby
      hereunderhereofand similar
      expressions, without reference to a particular provision, refer to this
Indenture.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|1.6 | Certain Rules of
Interpretation
|--- | -------------------------------

Unless otherwise specified in this Indenture:

| | (a) | the singular includes the plural and vice versa;
      and             
| | --- | -----------------------------------------------------------------------
| |     |                                                                        
| | (b) | references to any gender shall include references to all
      genders.

|1.7 | Day Not a Business Day
|--- | ----------------------

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

|1.8 | Applicable Law
|--- | --------------

This Indenture and the Debentures shall be governed by and
construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein. For the purpose of all legal proceedings,
this Indenture will be deemed to have been performed in the Province of Ontario
and the courts of the Province of Ontario will have jurisdiction to entertain
any action arising under this Agreement. The Corporation and the Debenture
Trustee attorn to the jurisdiction of the courts of Province of Ontario.

|1.9 | Conflict
|--- | --------

In the event of a conflict or inconsistency between a provision
in the body of this Indenture and in the Debentures issued hereunder, the
provision in the body of this Indenture shall prevail to the extent of the
inconsistency.

|1.10 | Currency
|---- | --------

Unless otherwise indicated, all dollar amounts expressed in
this Indenture and in the Debentures are in lawful money of the United States
and all payments required to be made hereunder and thereunder shall be made in
United States dollars.

|1.11 | Calculations
|---- | ------------

The Corporation shall be responsible for making all
calculations called for hereunder including, without limitation, calculations of
Current Market Price, Trailing Market Price and calculations made pursuant to
Sections 2.4(i) and (j). The
Corporation shall make such calculations in good faith and, absent manifest
error, the Corporation’s calculations shall be final and binding on
holders and the Debenture Trustee. The Corporation will provide a schedule of
its calculations to the Debenture Trustee and the Debenture Trustee shall be
entitled to rely conclusively on the accuracy of such calculations without
independent verification.

|1.12 | Severability
|---- | ------------

Each of the provisions in this Indenture is distinct and
severable and a declaration of invalidity or unenforceability of any such
provision or part thereof by a court of competent jurisdiction shall not affect
the validity or enforceability of any of the other provisions hereof.

---

- 12 -

|1.13 | Entire Agreement
|---- | ----------------

This Indenture and all supplemental indentures and schedules
hereto and thereto, and the Debentures issued hereunder and thereunder, together
constitute the entire agreement between the parties hereto with respect to the
indebtedness created hereunder and thereunder and under the Debentures and
supersedes as of the date hereof all prior memoranda, agreements, negotiations,
discussions and term sheets, whether oral or written, with respect to the
indebtedness created hereunder or thereunder and under the Debentures.

|1.14 | Successors and Assigns
|---- | ----------------------

All covenants and agreements in this Indenture by the
Corporation shall bind its successors, whether expressed or not. All covenants
and agreements of the Debenture Trustee in this Indenture shall bind its
successors.

|1.15 | Benefits of Indenture
|---- | ---------------------

Nothing in this Indenture or in the Debentures, express or
implied, shall give to any person, other than the parties hereto and their
successors hereunder, any paying agent, the holders of Debentures, the Senior
Creditors, the Directors and (to the extent provided in Sections 8.11 and 18.2) the holders of Shares,
any benefit or any right, remedy or claim under this Indenture.

|1.16 | Schedules
|---- | ---------

The following Schedules are incorporated into and form a part
of the Indenture: Schedule A Form of Global Debenture Schedule B Form of
Redemption Notice Schedule C Form of Maturity Notice Schedule D Form of
Notice of Conversion

In the event of any inconsistency in such Schedules and the
body of this Indenture, the latter shall prevail to the extent of the
inconsistency.

ARTICLE 2 THE DEBENTURES

|2.1 | Limit of Debentures
|--- | -------------------

Subject to the limitation in respect of the Initial Debentures
set out in Section 2.4(a), the aggregate principal amount
of Debentures authorized to be issued under this Indenture is unlimited, but
Debentures may be issued only upon and subject to the conditions and limitations
herein set out and as authorized by resolution of the Directors.

|2.2 | Terms of Debentures of Any
Series
|--- | ---------------------------------

The Debentures may be issued in one or more series. There shall
be established herein or in or pursuant to one or more indentures supplemental
hereto, prior to the initial issuance of Debentures of any particular series
(other than the Initial Debentures, which are provided for in Section 2.4):

| | (a) | the designation of the Debentures of the series, which
      shall distinguish the Debentures of the series from the Debentures of all
      other series;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 13 -

| | (b) | any limit upon the aggregate principal amount of the
      Debentures of the series that may be certified and delivered under this
      Indenture (except for Debentures certified and delivered upon registration
      of, transfer of, amendment of, or in exchange for, or in lieu of, other
      Debentures of the series pursuant to Sections 2.9,
      2.10, 3.2, 3.3 and 3.6);                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | the date or dates on which the principal of the
      Debentures of the series is payable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | the rate or rates at which the Debentures of the series
      shall bear interest, if any, the date or dates from which such interest
      shall accrue, on which such interest shall be payable and on which a
      record, if any, shall be taken for the determination of holders to whom
      such interest shall be payable and/or the method or methods by which such
      rate or rates or date or dates shall be determined;                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (e) | the place or places where the principal of and any
      interest on Debentures of the series shall be payable or where any
      Debentures of the series may be surrendered for registration of transfer
      or exchange;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (f) | the right, if any, of the Corporation to redeem
      Debentures of the series, in whole or in part, at its option and the
      period or periods within which, the price or prices at which and any terms
      and conditions upon which, Debentures of the series may be so redeemed,
      pursuant to any sinking fund or otherwise;                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (g) | the obligation, if any, of the Corporation to redeem,
      purchase or repay Debentures of the series pursuant to any mandatory
      redemption, sinking fund or analogous provisions or at the option of a
      holder thereof and the price or prices at which, the period or periods
      within which, the date or dates on which, and any terms and conditions
      upon which, Debentures of the series shall be redeemed, purchased or
      repaid, in whole or in part, pursuant to such obligations;                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (h) | if other than denominations of $1,000 and any integral
      multiple thereof, the denominations in which Debentures of the series
      shall be issuable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (i) | subject to the provisions of this Indenture, any
      trustees, Depositories, authenticating or paying agents, transfer agents
      or registrars or any other agents with respect to the Debentures of the
      series;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (j) | any other events of default or covenants with respect to
      the Debentures of the series;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (k) | whether and under what circumstances the Debentures of
      the series will be convertible into or exchangeable for securities of any
      Person;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (l) | whether the Debentures of the series will be guaranteed
      by any Person and the terms of any such guarantee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (m) | the form and terms of the Debentures of the
  series;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (n) | if applicable, that the Debentures of the series shall be
      issuable in whole or in part as one or more Global Debentures and, in such
      case, the Depository or Depositories for such Global Debentures in whose
      name, or whose nominee’s name, the Global Debentures will be
      registered, and any circumstances other than or in addition to those set
      out in Section 2.9 or 3.2 or
      those applicable with respect to any specific series of Debentures, as the
      case may be, in which any such Global Debenture may be exchanged for
      Fully-Registered Debentures, or transferred to and registered in the name
      of a person other than the Depository for such Global Debentures or a
nominee thereof;

---

- 14 -

| | (o) | if other than United States currency, the currency in
      which the Debentures of the series are issuable; and                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                         
| | (p) | any other terms of the Debentures of the series (which
      terms shall not be inconsistent with the provisions of this
    Indenture).

All Debentures of any one series shall be substantially
identical, except as may otherwise be established herein or by or pursuant to a
resolution of the Directors, Officers Certificate or in an indenture
supplemental hereto. All Debentures of any one series need not be issued at the
same time and may be issued from time to time, including pursuant to a Periodic
Offering, consistent with the terms of this Indenture, if so provided herein, by
or pursuant to such resolution of the Directors, Officers Certificate or in an
indenture supplemental hereto.

|2.3 | Form of Debentures
|--- | ------------------

Except in respect of the Initial Debentures, the form of which
is provided for herein, the Debentures of each series shall be substantially in
such form or forms (not inconsistent with this Indenture) as shall be
established herein or by or pursuant to one or more resolutions of the Directors
(as set out in a resolution of the Directors or to the extent established
pursuant to, rather than set out in, a resolution of the Directors, in an
Officers Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto or with any rules or regulations of any securities exchange or
securities regulatory authority or to conform to general usage, all as may be
determined by the Directors or Authorized Officer executing such Debentures on
behalf of the Corporation, as conclusively evidenced by his or her execution of
such Debentures.

|2.4 | Form and Terms of Initial
  Debentures
|--- | --------------------------------------

| | (a) | The first series of Debentures (the Initial
      Debentures) authorized for issuance on the date hereof is limited to
      an aggregate principal amount of not more than $86.25 million (including
      the Over-Allotment Option) and shall be designated as 5.75% Convertible
      Unsecured Subordinated Debentures due February 28, 2020.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | The Initial Debentures, including any issued pursuant to
      the Over-Allotment Option, if applicable, shall be dated February 9, 2015.
      The Initial Debentures shall mature on the Maturity Date. The Initial
      Debentures shall bear interest from and including February 9, 2015 at the
      rate of 5.75% per annum, payable in US dollars semi-annually in arrears on
      February 28 and August 28 in each year computed on the basis of a 360-day
      year composed of twelve 30-day months. The first such payment will fall
      due on August 28, 2015 and the last such payment (representing interest
      payable from and including the last Interest Payment Date to, but
      excluding, the Maturity Date or the earlier date of redemption, repayment
      or conversion of the Initial Debentures) will fall due on the Maturity
      Date or the earlier date of redemption, repayment or conversion, payable
      after as well as before maturity and after as well as before default, with
      interest on amounts after maturity or in default at the same rate,
      compounded semi-annually, computed on the basis of a 360 -day year
      composed of twelve 30-day months. For certainty, the first interest
      payment will include interest accrued and unpaid from and including
      February 9, 2015 to, but excluding, August 28, 2015 which will be equal to
      $31.78 for each $1,000 principal amount of the Initial Debentures. The
      Debenture Trustee shall be entitled to rely on the calculations of the
      Corporation, which shall be provided by the Corporation ten Business Days
  prior to any Interest Payment Date.

---

- 15 -

| | (c) | The Initial Debentures are redeemable by the Corporation
      in accordance with the terms of Article 4 of the
      Indenture, provided that the Initial Debentures will not be redeemable
      before February 28, 2018 (except in limited circumstances following a
      Change of Control as provided herein). On and after February 28, 2018 and
      prior to February 28, 2020, the Initial Debentures may be redeemed in
      whole or in part from time to time at the option of the Corporation on
      notice as provided for in Section 4.3 and at a
      price equal to the principal amount thereof plus accrued and unpaid
      interest thereon, if any, up to but excluding the Redemption Date,
      provided that the Current Market Price on the date on which such notice of
      redemption is given is at least 125% of the Conversion Price in respect of
      the Initial Debentures and the Corporation shall have provided to the
      Debenture Trustee an Officer’s Certificate confirming such
      Current Market Price. The Redemption Notice for the Initial Debentures
  shall be in the form of Schedule B to this Indenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | The Initial Debentures are hereby subordinated to the
      Senior Indebtedness of the Corporation in accordance with the provisions
      of Article 5 of the Indenture. The Initial
      Debentures rank pari passuwith each other Debenture issued under
      this Indenture or under indentures supplemental to this Indenture
      (regardless of their actual date or terms of issue) and, except as
      prescribed by law, with all other present and future subordinated and
      unsecured indebtedness of the Corporation, other than Senior
      Indebtedness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e) | Upon and subject to the provisions and conditions of Article 6 of the Indenture, the holder of each Initial
      Debenture shall have the right at such holder’s option, at any
      time prior to the close of business on the earliest of (i) the Business
      Day immediately preceding the Maturity Date, (ii) the Business Day
      immediately preceding the Redemption Date specified by the Corporation for
      redemption of the Initial Debentures by notice to the holders of Initial
      Debentures in accordance with Sections 2.4(c) and
      4.3 of this Indenture and (iii) the Business Day
      immediately preceding the payment date in the event the Corporation is
      required to offer to repurchase the Debentures in the event of a Change of
      Control in accordance with Section 2.4(i) of this
      Indenture (the earliest of which will be the “Time of
      Expiry” for the purposes of Article 6
      of the Indenture in respect of the Initial Debentures), to convert the
      whole or, in the case of an Initial Debenture of a denomination in excess
      of $1,000, any part which is $1,000 or an integral
      multiple thereof, of the principal amount of such Initial Debenture into
      fully-paid and non- assessable Freely Tradeable Shares at the Conversion
      Rate in respect of the Initial Debentures in effect on the Date of
      Conversion. Notwithstanding the foregoing, no Initial Debentures may be
      converted during the five Business Days preceding any applicable Interest
      Payment Date. Other than in the case of maturity, a conversion notice
      received during such period will be deemed received as of the date the
  registers are next opened.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | The Conversion Rate in effect on the date hereof for the
      number of Shares to be issued upon the conversion of Initial Debentures
      shall be equal to 152.6718 Shares to be issued for each $1,000
      principal amount of Initial Debentures so converted, resulting in a
      Conversion Price equal to approximately $6.55 for each Share to be
      issued upon the conversion of Initial Debentures, subject to the terms of
      Section 6.6. Holders converting their Initial
      Debentures will receive interest that has accrued but not been paid from
      the issuance date of the Initial Debentures or the most recently completed
      Interest Payment Date (as applicable) to but excluding the Date of
      Conversion. Holders converting their Initial Debentures on an Interest Payment Date will
      receive the applicable interest payment. The Conversion Rate applicable to
      the Shares, securities or other property receivable on the conversion of
      the Initial Debentures is subject to adjustment pursuant to the provisions
of Section 6.5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

- 16 -

| | (f) | On redemption or on maturity of the Initial Debentures,
      the Corporation may, at its option and subject to the provisions of
      Sections 4.6 and 4.11 of the
      Indenture as applicable, and subject to regulatory approval and Applicable
      Securities Legislation, elect to satisfy its obligation to pay all or a
      portion of the principal amount of the Initial Debentures by issuing and
      delivering to the holders of Initial Debentures Freely-Tradeable Shares.
      If the Corporation elects to exercise such option, it shall deliver a
      maturity notice (the “Maturity Notice) to the holders of
      the Initial Debentures in the form of Schedule C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (g) | The initial Debentures shall be issued in denominations
      of $1,000 and integral multiples of $1,000 and the
      Debenture Trustee is hereby appointed as registrar and transfer agent for
      the Initial Debentures. Each Initial Debenture and the certificate of the
      Debenture Trustee endorsed thereon shall be issued in substantially the
      form set out in Schedule A to this Indenture, and may have imprinted or
      otherwise reproduced thereon such legend or legends or endorsements, not
      inconsistent with the provisions of this Indenture, as may be required to
      comply with any law or with any rules or regulations pursuant thereto or
      with any rules or regulations of any securities exchange or securities
      regulatory authority or to conform with general usage, all as may be
      determined by Directors or an Authorized Officer executing such Initial
      Debenture in accordance with Section 2.7 hereof, as
      conclusively evidenced by his or her execution of an Initial Debenture.
      Each Initial Debenture shall additionally bear such distinguishing letters
      and numbers as the Debenture Trustee shall approve. Notwithstanding the
      foregoing, an Initial Debenture may be in such other form or forms as may,
      from time to time, be approved by a resolution of the Directors or as
      specified in an Officer’s Certificate. The Initial Debentures
      may be engraved, lithographed, printed, mimeographed or typewritten or
      partly in one form and partly in another, including non-certificated
  electronic form.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | The Initial Debentures shall be issued as one or more
      Global Debentures, which may be held as an electronic position on the
      register of Debentureholders in the NCI System, and the Depository for the
      Initial Debentures shall be CDS. The Global Debentures and electronic
      position, as applicable, shall be registered in the name of the Depository
      (or any nominee of the Depository). No Beneficial Holder will receive
      definitive certificates representing their interest in Initial Debentures
      except as provided in Section 3.2 of the Indenture.
      A Global Debenture may be exchanged for Initial Debentures in registered
      form that are not Global Debentures, or transferred to and registered in
      the name of a person other than the Depository for such Global Debentures
      or a nominee thereof as provided in Section 3.2 .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (h) | Upon and subject to the provisions and conditions of Article 10 and provided no Event of Default has
      occurred and is continuing, the Corporation may elect, from time to time,
      subject to applicable regulatory approval and Applicable Securities
      Legislation, to raise funds to satisfy all or part of the Interest
      Obligation on the Initial Debentures on any Interest Payment Date
      (including, for greater certainty, following conversion or upon maturity
      or redemption) by delivering Shares to the Debenture Trustee for sale by
      the Debenture Trustee on behalf of the Corporation through the facilities
      of a registered broker/dealer. The Debenture Trustee will only deliver
      such Shares to the buyers selected by the Corporation and at the price determined by the
      Corporation as instructed in writing by the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

- 17 -

| | (i) | Within 30 days following the occurrence of a Change of
      Control, the Corporation shall be obligated to offer to purchase in cash
      all Initial Debentures then outstanding. The terms and conditions of such
      obligation (in addition to complying with Applicable Securities
      Legislation) are set out below:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)   | Within 30 days following the occurrence of a Change of
      Control, the Corporation shall deliver to the Debenture Trustee a notice
      in writing stating that there has been a Change of Control and specifying
      the date on which such Change of Control occurred and the circumstances or
      events giving rise to such Change of Control together with an offer in
      writing (the Debenture Offer) to purchase all of the Initial
      Debentures then outstanding from the holders thereof at a price per
      Initial Debenture equal to 100% of the principal amount thereof together
      with accrued and unpaid interest thereon in cash up to but excluding the
      Change of Control Purchase Date (the Offer Price). The Debenture
      Trustee will promptly thereafter deliver, by prepaid courier or mail, the
      Debenture Offer to the holders of all Initial Debentures then outstanding,
      at their addresses appearing in the registers of holders of Initial
      Debentures maintained by the Debenture Trustee.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)  | The Debenture Offer shall specify the date (the
      Expiry Date) and time (the Expiry Time) on which the
      Debenture Offer shall expire which date and time shall not, unless
      otherwise required by Applicable Securities Legislation, be earlier than
      the close of business on the 35thday and not later than the
      close of business on the 60thday following the date on which
      such Debenture Offer is made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii) | The Debenture Offer shall specify that the Debenture
      Offer may be accepted by the holders of Initial Debentures by tendering
      the Initial Debentures so held by them to the Debenture Trustee at its
      offices in Toronto, Ontario at or before the Expiry Time together with an
      acceptance notice (the Acceptance Notice) in form and substance
      acceptable to the Debenture Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iv)  | The Debenture Offer shall state that holders of Initial
      Debentures may accept the Debenture Offer in respect of all or a portion
      (in a minimum amount of $1,000 principal amount and multiples thereof) of
      their Initial Debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (v)   | The Debenture Offer shall specify a date (the Change
      of Control Purchase Date) no later than the third Business Day
      following the Expiry Date on which the Corporation shall take up and pay
      for all Initial Debentures duly tendered in acceptance of the Debenture
      Offer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (vi)  | The Corporation shall on or before 11:00 a.m. (Toronto
      time) on the Business Day immediately prior to the Change of Control
      Purchase Date pay to the Debenture Trustee by wire transfer or such other
      means as may be acceptable to the Debenture Trustee, an amount of money
      sufficient to pay the aggregate Offer Price in respect of all Initial
      Debentures duly tendered to the Debenture Offer (less any tax required by
      law to be deducted). The Debenture Trustee, on behalf of the Corporation,
      will pay the Offer Price to the holders of Initial Debentures in the
      respective amounts to which they are entitled in accordance with the
      Debenture Offer as aforesaid.                                                                                                                                                                                                                                                                                                                                     

---

- 18 -

| | (vii) | If holders of 90% or more of the aggregate principal
      amount of Initial Debentures outstanding on the date the Corporation
      delivers the Debenture Offer to the Debenture Trustee accept the Debenture
      Offer, the Corporation shall have the right (the 90% Redemption
      Right), upon written notice (the 90% Redemption Right
      Notice) provided to the Debenture Trustee within ten Business Days
      following the Expiry Date, to redeem on the purchase date specified in the
      90% Redemption Right Notice all the Initial Debentures remaining
      outstanding at the Offer Price and on the other terms and conditions
      provided herein. Upon receipt of such notice by the Debenture Trustee, the
      Debenture Trustee shall promptly provide written notice to each holder of
      outstanding Initial Debentures (other than those that have accepted the
      Debenture Offer) that:
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (A) | the Corporation has exercised the 90% Redemption Right
      and is purchasing all outstanding Initial Debentures effective as at the
      Change of Control Purchase Date at the Offer Price;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (B) | such holder must surrender its Initial Debentures to the
      Debenture Trustee within ten days after the sending of such notice;
      provided that with respect to a Global Debenture, the obligation to
      surrender an Initial Debenture to the Debenture Trustee shall be satisfied
      if the Debenture Trustee makes a notation on the adjustment table to the
      Global Debenture of the principal amount thereof so transferred;
  and                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (C) | the rights of such holder under the terms of the Initial
      Debentures and this Indenture shall cease effective as of the Change of
      Control Purchase Date provided the Corporation has, on or before the date
      on which the Corporation delivers the 90% Redemption Notice to the
      Debenture Trustee, paid the aggregate Offer Price to, or to the order of,
      the Debenture Trustee and thereafter such holders Initial Debentures
      shall not be considered to be outstanding and such holder shall not have
      any rights hereunder except to receive such Offer Price to which such
      holder is entitled upon surrender and delivery of such holders Initial
      Debentures in accordance with the Indenture.

| | (viii) | The Corporation shall on or before 11:00 a.m. (Toronto
      time) on the Business Day immediately prior to date on which the
      Corporation delivers the 90% Redemption Right Notice pay to the Debenture
      Trustee by wire transfer or such other means as may be acceptable to the
      Debenture Trustee an amount of money sufficient to pay the aggregate Offer
      Price in respect of all Initial Debentures to be redeemed pursuant to the
      90% Redemption Right (less any tax required by law to be deducted). The
      Debenture Trustee, on behalf of the Corporation, will pay the Offer Price
      to the holders of Initial Debentures in the respective amounts to which
      they are entitled in accordance with the exercise of the 90% Redemption
      Right as aforesaid upon surrender and delivery of such holders Initial
      Debentures.
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ix)   | The Initial Debentures in respect of which the
      Corporation has made payment to the Debenture Trustee in accordance with
      the terms of this Section 2.4(i) (or the portion
      thereof tendered in acceptance of the Debenture Offer) shall thereafter no
      longer be considered to be outstanding under this Indenture. All Initial
      Debentures in respect of which payment of the Offer Price has been so made
      shall be cancelled by the Debenture Trustee.                                                                                                                                                                                                                                                                                                                                                                                               

---

- 19 -

| | (x) | In the event a portion of the principal amount only of an
      Initial Debenture is tendered by a holder thereof in acceptance of the
      Debenture Offer, the Corporation shall execute and deliver to the
      Debenture Trustee and the Debenture Trustee shall certify and deliver to
      the holder, without charge to such holder, a certificate (if applicable)
      or such other evidence of ownership representing the principal amount of
      the Initial Debenture not so tendered in acceptance of the Debenture
      Offer.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j) | In addition to the requirements of Section 2.4(i) in respect of a Change of Control, the
      following provisions shall apply in respect of the occurrence of a Cash
      Change of Control occurring on or before the Maturity
  Date:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)   | During the period beginning on the occurrence of a Cash
      Change of Control and ending immediately prior to the expiry of the
      Debenture Offer (the Cash Change of Control Conversion
      Period”), holders of Initial Debentures will be entitled to
      convert their Initial Debentures, in whole or in part, and receive, in
      addition to the number of Shares they would otherwise be entitled to
      receive in accordance with the provisions and conditions of Section 2.4(e) and Article 6, an
      additional number of Shares (or cash or other property or securities in
      substitution therefor) per $1,000 principal amount of Initial
      Debentures as set out in subsections (ii), (iii),
      (iv), (v), (vi) and (vii) of this Section 2.4(j)
  (the “Make-Whole Premium).                                                                                                                                                                                                                                                                                                                                         
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii)  | The number of additional Shares per $1,000 principal
      amount of Initial Debentures constituting the Make-Whole Premium (the 
      Make-Whole Premium Shares”) will be determined by
      reference to the table following subsection (iii)
      below and is based on the date on which the Cash Change of Control becomes
      effective (the “Effective Date) and the price paid per
      Share in the transaction constituting the Change of Control (the Cash
      Offer Price), converted (if applicable) to US dollars at the
      Bloomberg end of day rate of exchange on the Effective Date. If holders of
      Shares receive (or are entitled and able in all circumstances to receive)
      only cash in the transaction constituting the Change of Control, the Cash
      Offer Price shall be the cash amount paid per Share, converted (if
      applicable) to US dollars at the Bloomberg end of day rate of exchange on
      the Effective Date. Otherwise, the Cash Offer Price shall be equal to the
      Current Market Price of the Shares on the day immediately preceding the
      Effective Date of such transaction.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii) | The following table shows the number of Make-Whole
      Premium Shares for each hypothetical Cash Offer Price and Effective Date
      set out below, expressed as additional Shares per $1,000 principal amount
      of Initial Debentures. For the avoidance of doubt, the Corporation shall
      not be obliged to pay the Make-Whole Premium otherwise than by issuance of
      the applicable number of Shares in excess of the number of Shares to which
      holders would otherwise have been entitled at the Conversion Price (the
      Base Shares”) upon conversion of the Initial Debentures
      in accordance with the provisions and conditions of Sections 2.4(e) and Article
6.                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Cash OfferPrice
    February
    February
    February
    February
    February
    February($)
    9, 2015
    28, 2016
    28, 2017
    28, 2018
    28, 2019
    28, 2020$4.84
    60.0785
    56.2624
    53.9398
    53.9398
    53.9398
    53.9398$5.00
    56.6440
    52.6100
    49.8540
    48.9240
    48.7020
    47.3282$5.25
    51.8419
    47.5162
    44.2610
    42.7733
    41.4990
    37.8044


---

- 20 -

Cash OfferPrice
    February
    February
    February
    February
    February
    February($)
    9, 2015
    28, 2016
    28, 2017
    28, 2018
    28, 2019
    28, 2020$5.50
    47.6364
    43.0709
    39.3709
    37.4036
    35.3055
    35.2855$5.75
    43.9374
    39.1757
    35.0852
    32.6939
    29.9913
    27.3809$6.00
    40.6717
    35.7567
    31.3183
    28.5400
    25.4417
    20.1333$6.25
    37.7776
    32.7440
    28.0048
    24.8544
    21.5536
    13.4672$6.50
    35.2031
    30.0831
    25.0862
    21.5662
    18.2277
    7.3138$6.75
    32.9067
    27.7304
    22.5141
    18.6178
    15.3793
    1.6148$7.00
    30.8514
    25.6414
    20.2471
    15.9557
    12.9257
    -$7.50
    27.3467
    22.1333
    16.4907
    11.3480
    8.9573
    -$8.00
    24.4913
    19.3388
    13.5813
    7.5125
    5.8850
    -$8.50
    22.1400
    17.0941
    11.3341
    4.3259
    3.4318
    -$9.00
    20.1822
    15.2756
    9.6033
    1.7467
    1.4500
    -$9.50
    18.5389
    13.7916
    8.2716
    0.2853
    0.2842
    -$10.00
    17.1440
    12.5670
    7.2430
    0.1030
    0.1020
    -$12.50
    12.5432
    8.8136
    4.6096
    -
    -
    -$15.00
    10.0147
    6.9540
    3.6013
    -
    -
    -$17.50
    8.4074
    5.8314
    3.0366
    -
    -
    -$20.00
    7.2785
    5.0565
    2.6460
    -
    -
    -


| | (iv) | The actual Cash Offer Price and Effective Date may not be
      set out on the table above, in which case:
| | ---- | ----------------------------------------------------------------------------------------------------------

| | (A) | if the actual Cash Offer Price on the Effective Date is
      between two Cash Offer Prices on the table and/or the actual Effective
      Date is between two Effective Dates on the table, the number of Make-Whole
      Premium Shares will be determined by a straight-line interpolation between
      the Make-Whole Premium set out for the two Cash Offer Prices and/or the
      two Effective Dates on the table based on a 365-day year, as
      applicable;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (B) | if the Cash Offer Price on the Effective Date exceeds
      $20.00 per Share, subject to adjustment as described below, the Make-Whole
      Premium and the number of Make-Whole Premium Shares to be issued will be
      zero; and                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (C) | if the Cash Offer Price on the Effective Date is less
      than $4.84 per Share, subject to adjustment as described below, the
      Make-Whole Premium and the number of Make-Whole Premium Shares to be
      issued will be zero.                                                                                                                                                                                                                                    

| | (v) | The Cash Offer Prices set out in the table above will be
      adjusted as of any date on which the Conversion Rate of the Initial
      Debentures is adjusted. The adjusted Cash Offer Prices will equal the Cash
      Offer Prices applicable immediately prior to such adjustment multiplied by
      a fraction, the numerator of which is the Conversion
Rate immediately prior to the adjustment giving rise to the
      Cash Offer Price adjustment and the denominator of which is the Conversion
      Rate as so adjusted. The number of Make-Whole Premium Shares set out in
      the table above will be adjusted in the same manner as the Conversion Rate
      as set out under Section 6.5, other than as a
      result of an adjustment to the Conversion Rate by adding the Make-Whole
      Premium as described above. The provisions of Section 6.11 shall be applicable in connection with
  determinations under this Section 2.4(j) .
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 21 -

| | (vi)   | Notwithstanding the foregoing, if the Date of Conversion
      of any Initial Debentures occurs during the period beginning on the tenth
      Trading Day on the principal exchange on which the Shares are then listed
      prior to the Effective Date and ending at the close of business on the
      Effective Date, the holders of such Initial Debentures shall, on
      conversion of their Initial Debentures, be entitled to receive the
      relevant number of Make-Whole Premium Shares (as may be adjusted pursuant
      to Section 6.5) only on the Business Day
      immediately following the Effective Date and, for greater certainty, only
      if the Change of Control occurs. The Base Shares shall be issued in
      accordance with the terms of this Indenture applicable to a conversion of
      Initial Debentures otherwise than during the Cash Change of Control
      Conversion Period, including at the then-applicable Conversion
    Price.
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (vii)  | The Make-Whole Premium Shares shall be deemed to have
      been issued upon conversion of Initial Debentures on the Business Day
      immediately following the Effective Date. Section 6.5 shall apply to such conversion and, for greater
      certainty, the former holders of Initial Debentures in respect of which
      the Make- Whole Premium Shares are issuable shall be entitled to receive
      and shall accept, in lieu of the Make-Whole Premium Shares, the number of
      shares or other securities or property of the Corporation or of the person
      or other entity resulting from the transaction that constitutes the Cash
      Change of Control that such holders would have been entitled to receive if
      such holders had been the registered holders of the applicable number of
      Make-Whole Premium Shares on the Effective Date.                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (viii) | Except as otherwise provided in this Section 2.4(j), all other provisions of this Indenture
      applicable to a conversion of Initial Debentures shall apply to a
      conversion of Initial Debentures during the Cash Change of Control
      Conversion Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| | (k) | The Debenture Trustee shall be provided with the
      documents and instruments referred to in Sections 2.5(b), (c) and (d) with
      respect to the Initial Debentures prior to the issuance of the Initial
      Debentures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (l) | Notwithstanding any other provision in this Indenture, if
      prior to the last date that is five (5) years plus one day from the last
      date of original issuance of the Initial Debentures, holders of Initial
      Debentures would otherwise be entitled to receive upon conversion of the
      Initial Debentures, any property (including cash) or securities that would
      not constitute prescribed securities for the purposes of clause
      212(1)(b)(vii)(E) of the Tax Act as it applied immediately before January
      1, 2008 (referred to herein as ineligible consideration), such holders
      of Initial Debentures shall not be entitled to receive such ineligible
      consideration but the Corporation or its successor or acquiror, as the
      case may be, shall have the right (at the sole option of the Corporation
      or such successor or acquiror, as the case may be) to deliver either such
      ineligible consideration or prescribed securities for the purposes of
      clauses 212(1)(b)(vii)(E) of the Tax Act as it applied immediately before
      January 1, 2008, with a market value (as conclusively determined
  by the board of directors of the Corporation) equal to the
  market value of such ineligible consideration.

---

- 22 -

| | (m) | The Debenture Trustee shall be entitled to rely on
      calculations of the Corporation with regards to any calculations pursuant
      to this Section 2.4.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.5 | Certification and Delivery of Additional
      Debentures
|--- | ---------------------------------------------------------

The Corporation may from time to time request the Debenture
Trustee to certify and deliver Additional Debentures of any series by delivering
to the Debenture Trustee the documents referred to below in this Section 2.5
whereupon the Debenture Trustee shall certify such Additional Debentures and
cause the same to be delivered in accordance with the Written Direction of the
Corporation referred to below or pursuant to such procedures acceptable to the
Debenture Trustee as may be specified from time to time by a Written Direction
of the Corporation. The maturity date, issue date, interest rate (if any) and
any other terms of the Additional Debentures of such series shall be set out in
a supplemental indenture or determined by or pursuant to such Written Direction
of the Corporation and procedures. In certifying such Additional Debentures, the
Debenture Trustee shall be entitled to receive and shall be fully protected in
relying upon, unless and until such documents have been superseded or revoked:

| | (a) | an Officers Certificate and/or executed supplemental
      indenture by or pursuant to which the form and terms of such Additional
      Debentures were established;                                                                                                                          
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                 
| | (b) | a Written Direction of the Corporation addressed to the
      Debenture Trustee requesting certification and delivery of such Additional
      Debentures and setting forth delivery instructions, provided that, with
      respect to Debentures of a series subject to a Periodic
  Offering:

| | (i)   | such Written Direction of the Corporation may be
      delivered by the Corporation to the Debenture Trustee prior to the
      delivery to the Debenture Trustee of such Additional Debentures of such
      series for certification and delivery;                                                                                                                                                                                                                                    
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii)  | the Debenture Trustee shall certify and deliver
      Additional Debentures of such series for original issue from time to time,
      in an aggregate principal amount not exceeding the aggregate principal
      amount, if any, established for such series, pursuant to a Written
      Direction of the Corporation or pursuant to procedures acceptable to the
      Debenture Trustee as may be specified from time to time by a Written
      Direction of the Corporation; and
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iii) | the maturity date or dates, issue date or dates, interest
      rate or rates (if any) and any other terms of Additional Debentures of
      such series shall be determined by an executed supplemental indenture or
      by Written Direction of the Corporation or pursuant to such
    procedures;                                                                                                                                                                                 

| | (c) | an opinion of Counsel, in form and substance satisfactory
      to the Debenture Trustee, acting reasonably, to the effect that all
      requirements imposed by this Indenture or by law in connection with the
      proposed issue of Additional Debentures have been complied with, subject
      to the delivery of certain documents or instruments specified in such
      opinion; and                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | an Officers Certificate addressed to the Debenture
      Trustee certifying that the Corporation is not in default under this
      Indenture, that the terms and conditions for the certification and
      delivery of Additional Debentures (including those set out in Section
      15.6), have been complied with subject to the delivery of any documents or
      instruments specified in such Officers Certificate and that no Event of Default exists
or will exist upon such certification and delivery.

---

- 23 -

|2.6 | Issue of Global
Debentures
|--- | --------------------------

| | (a) | The Corporation may specify that the Debentures of a
      series are to be issued in whole or in part as one or more Global
      Debentures registered in the name of a Depository, or its nominee,
      designated by the Corporation in the Written Direction of the Corporation
      delivered to the Debenture Trustee at the time of issue of such
      Debentures, and in such event the Corporation shall execute and the
      Debenture Trustee shall certify and deliver one or more Global Debentures
      that shall:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)   | represent an aggregate amount equal to the principal
      amount of the outstanding Debentures of such series to be represented by
      one or more Global Debentures;    
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                             
| | (ii)  | be released by the Debenture Trustee as instructed by the
      Corporation for further delivery to such Depository or pursuant to such
      Depositorys instructions; and
| |       |                                                                                                                                                                             
| | (iii) | bear a legend substantially to the following
    effect:                                                                                                                    

THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING
      OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A
      DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO
      OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER
      THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE
      REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST
      INDENTURE DATED AS OF THE 9thDAY OF FEBRUARY, 2015 BETWEEN
      PRIMERO MINING CORP. AND COMPUTERSHARE TRUST COMPANY OF CANADA (THE
      INDENTURE). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON
      REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS
      DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN
      SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
      REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (
      CDS) TO PRIMERO MINING CORP. 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.


---

- 24 -

| | (b) | Each Depository designated for a Global Debenture must,
      at the time of its designation and at all times while it serves as such
      Depository, be a clearing agency registered or designated under the
      securities legislation of the jurisdiction where the Depository has its
      principal offices.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.7 | Execution of Debentures
|--- | -----------------------

All Debentures shall be signed (either manually or by facsimile
or scanned signature) by any one Director or Authorized Officer, on behalf of
the Corporation, holding office at the time of signing. A facsimile or scanned
signature upon a Debenture shall for all purposes of this Indenture be deemed to
be the signature of the person whose signature it purports to be.
Notwithstanding that any person whose signature, either manual or in facsimile
or scan, appears on a Debenture as Director or Authorized Officer on behalf of
the Corporation, may no longer hold such office at the date of the Debenture or
at the date of the certification and delivery thereof, such Debenture shall be
valid and binding upon the Corporation and entitled to the benefits of this
Indenture.

|2.8 | Certification
|--- | -------------

No Debenture shall be issued or, if issued, shall be obligatory
on the Corporation or shall entitle the holder to the benefits of this
Indenture, until it has been manually certified by or on behalf of the Debenture
Trustee substantially in the form set out in this Indenture, in the relevant
supplemental indenture, or in some other form approved by the Debenture Trustee.
Such certification on any Debenture shall be conclusive evidence that such
Debenture is duly issued, is a valid obligation of the Corporation and the
holder is entitled to the benefits hereof.

The certificate of the Debenture Trustee signed on the
Debentures, or interim Debentures hereinafter mentioned, shall not be construed
as a representation or warranty by the Debenture Trustee as to the validity of
this Indenture or of the Debentures or interim Debentures or as to the issuance
of the Debentures or interim Debentures and the Debenture Trustee shall in no
respect be liable or answerable for the use made of the Debentures or interim
Debentures or any of them or the proceeds thereof. The certificate of the
Debenture Trustee signed on the Debentures or interim Debentures shall, however,
be a representation and warranty by the Debenture Trustee that the Debentures or
interim Debentures have been duly certified by or on behalf of the Debenture
Trustee pursuant to the provisions of this Indenture.

|2.9 | Interim Debentures or
  Certificates
|--- | ------------------------------------

Pending the delivery of definitive Debentures of any series to
the Debenture Trustee, the Corporation may issue and the Debenture Trustee may
certify in lieu thereof interim Debentures in such forms and in such
denominations and signed in such manner as provided herein, entitling the
holders thereof to definitive Debentures of the series when the same are ready
for delivery; or the Corporation may execute and the Debenture Trustee may
certify a temporary Debenture for the whole principal amount of Debentures of
the series then authorized to be issued hereunder in such amounts not exceeding
in the aggregate the principal amount of the temporary Debenture so delivered to
it, as the Corporation, and the Debenture Trustee may approve entitling the
holders thereof to definitive Debentures of the series when the same are ready
for delivery; and, when so issued and certified, such interim or temporary
Debentures or interim certificates shall, for all purposes but without
duplication, rank in respect of this Indenture equally with Debentures duly issued hereunder and, pending the exchange
thereof for definitive Debentures, the holders of the interim or temporary
Debentures or interim certificates shall be deemed without duplication to be
Debentureholders and entitled to the benefit of this Indenture to the same
extent and in the same manner as though the said exchange had actually been
made. Forthwith after the Corporation shall have delivered the definitive
Debentures to the Debenture Trustee, the Debenture Trustee shall cancel such
temporary Debentures, if any, and shall call in for exchange all interim
Debentures or certificates that shall have been issued and forthwith after such
exchange shall cancel the same. No charge shall be made by the Corporation or
the Debenture Trustee to the holders of such interim or temporary Debentures or
interim certificates for the exchange thereof.

---

- 25 -

|2.10 | Mutilation, Loss, Theft or
  Destruction
|---- | ----------------------------------------

In case any of the Debentures issued hereunder shall become
mutilated or be lost, stolen or destroyed, the Corporation, in its discretion,
may issue, and thereupon the Debenture Trustee shall certify and deliver, a new
Debenture upon surrender and cancellation of the mutilated Debenture, or in the
case of a lost, stolen or destroyed Debenture, in lieu of and in substitution
for the same, and the substituted Debenture shall be in a form approved by the
Debenture Trustee and shall be entitled to the benefits of this Indenture and
rank equally in accordance with its terms with all other Debentures issued or to
be issued hereunder. The new or substituted Debenture may have endorsed upon it
the fact that it is in replacement of a previous Debenture. In case of loss,
theft or destruction the applicant for a substituted Debenture shall furnish to
the Corporation and to the Debenture Trustee such evidence of the loss, theft or
destruction of the Debenture and such other documents as shall be satisfactory
to them in their discretion and shall also furnish a surety bond and an
indemnity satisfactory to them in their discretion. The applicant shall pay all
reasonable expenses incidental to the issuance of any substituted Debenture.

|2.11 | Concerning Interest
|---- | -------------------

| | (a) | Except as may otherwise be provided in this Indenture or
      in any supplemental indenture or in a Written Direction of the Corporation
      in respect of a series of Debentures and subject to Section 2.4(b) with respect to the calculation of interest in
      respect of the initial interest payment to be paid on the Initial
      Debentures, all Debentures issued hereunder, whether originally or upon
      exchange or in substitution for previously issued Debentures which are
      interest bearing, shall bear interest (i) from and including their issue
      date provided that all the Initial Debentures (including the Initial
      Debentures that may be issued after the date hereof if the Over-Allotment
      Option is exercised) shall bear interest from and including the date
      hereof, or (ii) from and including the last Interest Payment Date in
      respect of which interest shall have been paid or made available for
      payment on the outstanding Debentures of that series, whichever shall be
      the later, or, in respect of Debentures subject to a Periodic Offering,
      from and including their issue date or from and including the last
      Interest Payment Date to which interest shall have been paid or made
      available for payment on such Debentures, in all cases, to but excluding
      the next Interest Payment Date. All interest shall accrue from day to day
      and shall be payable in arrears. Interest payable in a calendar year shall
      be payable semi -annually in arrears. Interest on all Debentures issued
      hereunder shall accrue up to, but not including the maturity date
      specified in the relevant Debenture (and in the case of the Initial
      Debentures, the Maturity Date), the Redemption Date or the Date of
      Conversion, as applicable, for such Debentures, unless, upon due
      presentation, payment of principal or delivery of amounts, securities or
      other property payable or deliverable hereunder and payment of any accrued
      and unpaid interest or other amounts payable hereunder is improperly
      withheld or refused.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 26 -

| | (b) | Unless otherwise specifically provided in the terms of
      the Debentures of any series, interest shall be computed on the basis of a
      360-day year composed of twelve 30-day months. Subject to Section 2.4(b) in respect of the method for calculating the
      amount of interest to be paid on the Initial Debentures on the first
      Interest Payment Date in respect thereof, with respect to any series of
      Debentures, whenever interest is computed on a basis of a year (the
      “deemed year) which contains fewer days than the actual
      number of days in the calendar year of calculation, such rate of interest
      shall be expressed as a yearly rate for purposes of the Interest Act(Canada) by multiplying such rate of interest by the actual number of
      days in the calendar year of calculation and dividing it by the number of
      days in the deemed year.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | For the purposes solely of disclosure under the
      Interest Act(Canada), whenever interest to be paid on the
      Debentures is to be calculated on the basis of a year of 360 days
      consisting of twelve 30-day months, the yearly rate of interest to which
      the rate used in such calculation is equivalent during any particular
      period is the rate so used multiplied by a fraction of
  which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | (i) | the numerator is the product
of:
| | --- | --------------------------------

| | (A) | the actual number of days in the calendar year in which
      such period ends, and                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                        
| | (B) | the sum of (I) the product of 30 and the number of
      complete months elapsed in the relevant period and (II) the number of days
      elapsed in any incomplete month in the relevant period,
  and

| | (ii) | the denominator is the product of (i) 360 and (ii) the
      actual number of days in the relevant period.
| | ---- | ----------------------------------------------------------------------------------------------------------

|2.12 | Debentures to RankPari
  Passu
|---- | ------------------------------

The Debentures will be direct unsecured subordinated
obligations of the Corporation. Each Debenture will rank pari passuwith
each other Debenture (regardless of their actual date or terms of issue) and,
subject to statutory preferred exceptions, with all other present and future
subordinated and unsecured indebtedness of the Corporation (other than Senior
Indebtedness).

|2.13 | Payments of Amounts Due on
  Maturity
|---- | -------------------------------------

Except as may otherwise be provided herein or in any
supplemental indenture in respect of any series of Debentures and subject to
Section 4.11, payments of amounts due upon maturity of
the Debentures will be made in the following manner. The Corporation will
establish and maintain with the Debenture Trustee a Maturity Account for each
series of Debentures. Each such Maturity Account shall be maintained by and be
subject to the control of the Debenture Trustee for the purposes of this
Indenture. On or before 11:00 a.m. (Toronto time) on the Business Day
immediately prior to each maturity date for Debentures outstanding from time to
time under this Indenture, the Corporation will deposit in the applicable
Maturity Account in US dollars an amount sufficient to pay the cash amount
payable in respect of such Debentures (including the principal amount together
with any accrued and unpaid interest thereon less any tax required by law to be
deducted or withheld), provided the Corporation may elect to satisfy this
requirement by providing the Debenture Trustee with one or more certified
cheques, or with funds by electronic transfer, for such amounts required under
this Section 2.13 post-dated to the applicable maturity date. The Debenture
Trustee, on behalf of the Corporation, will pay to each holder entitled to
receive payment the principal amount of and premium (if any) and accrued and
unpaid interest on the Debenture, upon surrender of the Debenture at any branch of the
Debenture Trustee designated for such purpose from time to time by the
Corporation and the Debenture Trustee. The delivery of such funds to the
Debenture Trustee for deposit to the applicable Maturity Account will satisfy
and discharge the liability of the Corporation for the Debentures to which the
delivery of funds relates to the extent of the amount delivered (plus the amount
of any tax deducted as aforesaid and remitted to the appropriate governmental
authority) and such Debentures will thereafter to that extent not be considered
as outstanding under this Indenture and such holder will have no other right in
regard thereto other than to receive out of the money so deposited or made
available the amount to which such holder is entitled.

---

- 27 -

|2.14 | Payment of Interest
|---- | -------------------

The following provisions shall apply to the Debentures, except
as otherwise provided in Section 2.4(b) or permitted by
Article 5 and Article 10 or
specified in a resolution of the Directors, an Officer’s Certificate
or a supplemental indenture relating to a particular series of Additional
Debentures:

| | (a) | As interest becomes due on each Debenture (except at
      maturity, on conversion or on redemption, when interest shall be paid upon
      surrender of such Debenture) the Corporation, either directly or through
      the Debenture Trustee or any agent of the Debenture Trustee, shall send or
      forward a cheque dated the Interest Payment Date by prepaid ordinary mail,
      or if agreed to by the Debentureholders, electronic transfer of funds, or
      such other means as may be agreed to by the Debenture Trustee and the
      Debentureholders, payment of such interest (less any tax required to be
      withheld therefrom) to the order of the registered holder of such
      Debenture appearing on the registers maintained by the Debenture Trustee
      at the close of business on the fifth Business Day prior to the applicable
      Interest Payment Date and addressed to the holder at the holders last
      address appearing on the register, unless such holder otherwise directs.
      If payment is made by cheque, such cheque shall be forwarded at least
      three Business Days prior to each date on which interest becomes due and
      if payment is made by other means (such as electronic transfer of funds,
      provided the Debenture Trustee must receive confirmation of receipt of
      funds prior to being able to wire funds to holders), such payment shall be
      made in a manner whereby the holder receives credit for such payment on
      the date such interest on such Debenture becomes due. The mailing of such
      cheque or the making of such payment by other means shall, to the extent
      of the sum represented thereby, plus the amount of any tax withheld as
      aforesaid and remitted to the appropriate governmental authority, satisfy
      and discharge all liability for interest on such Debenture, unless in the
      case of payment by cheque, such cheque is not paid at par on presentation.
      In the event of non-receipt of any cheque for interest by the person to
      whom it is so sent as aforesaid, the Corporation or the Debenture Trustee
      will issue to such person a replacement cheque for a like amount upon
      being furnished with such evidence of non- receipt as it shall reasonably
      require and upon being indemnified to its satisfaction. Notwithstanding
      the foregoing, if the Corporation is prevented by circumstances beyond its
      control (including, without limitation, any interruption in mail service)
      from making payment of any interest due on each Debenture in the manner
      provided above, the Corporation may make payment of such interest or make
      such interest available for payment in any other manner acceptable to the
      Debenture Trustee with the same effect as though payment had been made in
      the manner provided above.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | Notwithstanding Section 2.14(a),
      if a series of Debentures is represented by one or more Global Debentures,
      then all payments of interest on the Global Debentures shall be made by
      electronic funds transfer or cheque made payable to the Depository or its
      nominee on the day interest is payable for subsequent payment to
      Beneficial Holders of interests in the applicable Global Debenture, unless
      the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Trustee or any
agent of the Debenture Trustee for any Debenture issued as a Global Debenture
will be liable or responsible to any person for any aspect of the records
related to or payments made on account of beneficial interests in any Global
Debenture or for maintaining, reviewing, or supervising any records relating to
such beneficial interests.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

- 28 -

|2.15 | Withholding Tax
|---- | ---------------

The Corporation will be entitled to deduct and withhold any
applicable taxes or similar charges imposed or levied by or on behalf of the
Canadian government or of any Province or territory thereof or any authority or
agency therein or thereof having power to tax, including pursuant to the Tax
Act, from any payment to be made on or in connection with the Debentures and,
provided that the Corporation forthwith remits such withheld amount to such
government, authority or agency and files all required forms in respect thereof
and, at the same time, provides copies of such remittance and filing to the
Debenture Trustee, for forwarding to the relevant Debentureholder, the amount of
any such deduction or withholding will be considered an amount paid in
satisfaction of the Corporations obligations under the Debentures and there is
no obligation on the Corporation to gross-up amounts paid to a holder in respect
of such deductions or withholdings. The Corporation shall provide the Debenture
Trustee, for forwarding to the relevant Debentureholder, with copies of receipts
or other communications relating to the remittance of such withheld amount or
the filing of such forms received from such government, authority or agency
promptly after receipt thereof.

The Debenture Trustee shall have no obligation to verify any
payments under the Tax Act or any provision of provincial, state, local or
foreign tax law. The Debenture Trustee shall at all times be indemnified and
held harmless by the Corporation from and against any personal liabilities of
the Debenture Trustee incurred in connection with the failure of the Corporation
or its agents, to report, remit or withhold taxes as required by the Tax Act or
otherwise failing to comply with the Tax Act. This indemnification shall survive
the resignation or removal of the Debenture Trustee and the termination of this
Indenture solely to the extent that such liabilities have been incurred in
connection with taxation years occurring during the term of this Indenture.

ARTICLE 3REGISTRATION, TRANSFER, EXCHANGE AND
OWNERSHIP

|3.1 | Fully-Registered
Debentures
|--- | ---------------------------

| | (a) | With respect to each series of Debentures issuable as
      Fully-Registered Debentures, the Corporation shall cause to be kept by and
      at the principal offices of the Debenture Trustee in Toronto, Ontario and
      by the Debenture Trustee or such other registrar as the Corporation, with
      the approval of the Debenture Trustee, may appoint at such other place or
      places, if any, as may be specified in the Debentures of such series or as
      the Corporation may designate with the approval of the Debenture Trustee,
      a register in which shall be entered the names and addresses of the
      holders of Fully-Registered Debentures and particulars of the Debentures
      held by them respectively and of all transfers of Fully-Registered
      Debentures. Such registration shall be noted on the Debentures by the
      Debenture Trustee or other registrar unless a new Debenture shall be
      issued upon such transfer.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | No transfer of a Fully-Registered Debenture shall be
      valid unless made on such register referred to in Section 3.1(a) by the registered holder or such
      holder’s executors, administrators or other legal
      representatives or an attorney duly appointed by an instrument in writing
      in form and execution satisfactory to the Debenture Trustee or
  other registrar upon surrender of the Debenture together with a
duly-executed form of transfer acceptable to the Debenture Trustee and upon
compliance with such other reasonable requirements as the Debenture Trustee or
other registrar may prescribe, nor unless the name of the transferee shall have
been noted on the Debenture by the Debenture Trustee or other registrar,
whereupon new Debentures will be issued in authorized denominations in the same
aggregate principal amount as the Debentures so transferred, registered in the
names of the transferees.                         

---

- 29 -

|3.2 | Global Debentures
|--- | -----------------

| | (a) | With respect to each series of Debentures issuable in
      whole or in part as one or more Global Debentures, the Corporation shall
      cause to be kept by and at the principal offices of the Debenture Trustee
      in Toronto, Ontario and by the Debenture Trustee or such other registrar
      as the Corporation, with the approval of the Debenture Trustee, may
      appoint at such other place or places, if any, as the Corporation may
      designate with the approval of the Debenture Trustee, a register in which
      shall be entered the name and address of the holder of each such Global
      Debenture (being the Depository, or its nominee, for such Global
      Debenture) as holder thereof and particulars of the Global Debenture held
      by it, and of all transfers thereof. If any Debentures of such series are
      at any time not Global Debentures, the provisions of Section 3.1 shall govern with respect to registrations and
      transfers of such Debentures.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Notwithstanding any other provision of this Indenture, a
      Global Debenture may not be transferred by the registered holder thereof
      and accordingly, no definitive certificates shall be issued to Beneficial
      Holders except in the following circumstances or as otherwise specified in
      a resolution of the Directors, an Officers Certificate or a supplemental
      indenture relating to a particular series of Additional
  Debentures:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| | (i)   | Global Debentures may be transferred by a Depository to a
      nominee of such Depository or by a nominee of a Depository to such
      Depository or to another nominee of such Depository or by a Depository or
      its nominee to a successor Depository or its nominee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii)  | Global Debentures may be transferred at any time after
      (i) the Depository for such Global Debentures or the Corporation has
      notified the Debenture Trustee that the Depository is unwilling or unable
      to continue as Depository for such Global Debentures, or (ii) the
      Depository ceases to be a clearing agency or otherwise ceases to be
      eligible to be a Depository under Section 2.6(b),
      provided in each case that at the time of such transfer the Debenture
      Trustee and the Corporation are unable to locate a qualified successor
      Depository for such Global Debentures;                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iii) | Global Debentures may be transferred at any time after
      the Corporation has determined, in its sole discretion, with the consent
      of the Debenture Trustee to terminate the book-entry only registration
      system in respect of such Global Debentures and has communicated such
      determination to the Debenture Trustee in writing;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iv)  | Global Debentures may be transferred at any time after
      the Debenture Trustee has determined that an Event of Default has occurred
      and is continuing with respect to the Debentures of the series issued as a
      Global Debenture, provided that Beneficial Holders of the Debentures
      representing, in the aggregate, more than 25% of the aggregate principal
      amount of the Debentures of such series advise the
  Depository in writing, through the Depository Participants, that the
      continuation of the book- entry only registration system for such series
      of Debentures is no longer in their best interest and also provided that
      at the time of such transfer the Debenture Trustee has not waived the
  Event of Default pursuant to Section 8.3;

---

- 30 -

| | (v)  | Global Debentures may be transferred if required by
      applicable law; or                          
| | ---- | ------------------------------------------------------------------------------------------------------
| |      |                                                                                                       
| | (vi) | Global Debentures may be transferred if the book-entry
      only registration system ceases to exist.

| | (c) | With respect to the Global Debentures, unless and until
      definitive certificates have been issued to Beneficial Holders of the
      Debentures pursuant to subsection 3.2(b):
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)   | the Corporation and the Debenture Trustee may deal with
      the Depository for all purposes (including paying interest on the
      Debentures) as the sole holder of such series of Debentures and the
      authorized representative of the Beneficial Holders;                                                                                                                                                                                                                                          
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ii)  | the rights of the Beneficial Holders of the Debentures
      shall be exercised only through the Depository and shall be limited to
      those established by law and agreements between such Beneficial Holders
      and the Depository or the Depository Participants;                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iii) | the Depository will make book-entry transfers among the
      Depository Participants; and                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iv)  | whenever this Indenture requires or permits actions to be
      taken based upon instructions or directions of Debentureholders evidencing
      a specified percentage of the outstanding Debentures, the Depository shall
      be deemed to be counted in that percentage only to the extent that it has
      received instructions to such effect from the Beneficial Holders of the
      Debentures or the Depository Participants, and has delivered such
      instructions to the Debenture Trustee.

| | (d) | Whenever a notice or other communication is required to
      be provided to Debentureholders, unless and until definitive
      certificate(s) have been issued to Beneficial Holders of the Debentures
      pursuant to this Section 3.2, the Debenture Trustee
      shall provide all such notices and communications to the Depository for
      forwarding by the Depository to such Beneficial Holders in accordance with
      Applicable Securities Legislation. Upon the termination of the book-entry
      only registration system on the occurrence of one of the conditions
      specified in Section 3.2(b) with respect to a
      series of Debentures issued hereunder, the Debenture Trustee shall notify
      all applicable Depository Participants and Beneficial Holders, through the
      Depository, of the availability of definitive Debenture certificates. Upon
      surrender by the Depository of the certificate(s) representing the Global
      Debentures and receipt of new registration instructions from the
      Depository, the Debenture Trustee shall deliver the definitive Debenture
      certificates for such Debentures to the holders thereof in accordance with
      the new registration instructions and thereafter, the registration and
      transfer of such Debentures will be governed by Section 3.1 and the remaining Sections of this Article 3, as applicable.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | Notwithstanding any other provisions of this Indenture or
      the Debentures, transfers and exchanges of Debentures and beneficial
      interests in Global Debentures shall be made in accordance the applicable
      rules and guidelines of the Securities Transfer Association of
    Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

- 31 -

|3.3 | Transferee Entitled to
  Registration
|--- | -------------------------------------

The transferee of a Debenture shall be entitled, after the
appropriate form of transfer is lodged with the Debenture Trustee or other
registrar and upon compliance with all other conditions in that behalf required
by this Indenture or by law, to be entered on the register as the owner of such
Debenture free from all equities or rights of compensation or counterclaim
between the Corporation and the transferor or any previous holder of such
Debenture, save in respect of equities of which the Corporation is required to
take notice by statute or by order of a court of competent jurisdiction.

|3.4 | No Notice of Trusts
|--- | -------------------

Neither the Corporation nor the Debenture Trustee nor any
registrar shall be bound to take notice of or see to the execution of any trust
whether express, implied or constructive, in respect of any Debenture, and may
transfer the same on the direction of the person registered as the holder
thereof, whether named as trustee or otherwise, as though that person were the
beneficial owner thereof.

|3.5 | Registers Open for
Inspection
|--- | -----------------------------

The registers referred to in Sections 3.1 and 3.2 shall, during regular
business hours of the Debenture Trustee, be open for inspection by the
Corporation, the Debenture Trustee or any Debentureholder. Every registrar,
including the Debenture Trustee, shall from time to time when requested so to do
by the Corporation or by the Debenture Trustee, in writing, furnish the
Corporation or the Debenture Trustee, as the case may be, with a list of names
and addresses of holders of registered Debentures entered on the register kept
by them and showing the principal amount and serial numbers of the Debentures
held by each such holder, provided the Debenture Trustee shall be entitled to
charge a reasonable fee to provide such a list.

|3.6 | Exchanges of
Debentures
|--- | -----------------------

| | (a) | Subject to Section 3.7, Debentures
      in any authorized form or denomination, other than Global Debentures, may
      be exchanged for Debentures in any other authorized form or denomination,
      of the same series and date of maturity, bearing the same interest rate
      and of the same aggregate principal amount as the Debentures so
      exchanged.                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | In respect of exchanges of Debentures permitted by
      Section 3.6(a), Debentures of any series may be
      exchanged only at the principal offices of the Debenture Trustee in
      Toronto, Ontario or at such other place or places, if any, as may be
      specified in the Debentures of such series and at such other place or
      places as may from time to time be designated by the Corporation with the
      approval of the Debenture Trustee. Any Debentures tendered for exchange
      shall be surrendered to the Debenture Trustee. The Corporation shall
      execute and the Debenture Trustee shall certify all Debentures necessary
      to carry out exchanges as aforesaid. All Debentures surrendered for
      exchange shall be cancelled.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | Debentures issued in exchange for Debentures which at the
      time of such issue have been selected or called for redemption at a later
      date shall be deemed to have been selected or called for redemption in the
      same manner and shall have noted thereon a statement to that
  effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

- 32 -

|3.7 | Closing of Registers
|--- | --------------------

| | (a) | Neither the Corporation nor the Debenture Trustee nor any
      registrar shall be required to:
| | --- | -----------------------------------------------------------------------------------------------

| | (i)   | make transfers or exchanges of Fully-Registered
      Debentures on any Interest Payment Date or during the five preceding
      Business Days;                                                                                                                                                                                           
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                           
| | (ii)  | make conversions of Fully-Registered Debentures on any
      Interest Payment Date or during the five preceding Business
Days;                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                           
| | (iii) | make conversions of Fully-Registered Debentures on any
      applicable maturity date for such Debentures or during such greater period
      prior to an applicable maturity date as directed in writing by the
      Corporation (which period shall not exceed the five Business Days
      preceding the applicable date of maturity);
| |       |                                                                                                                                                                                                                                                                                                                                           
| | (iv)  | make transfers or exchanges of any Debentures on the day
      of any selection by the Debenture Trustee of Debentures to be redeemed or
      during the five preceding Business Days; or                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                           
| | (v)   | make transfers or exchanges of any Debentures which will
      have been selected or called for redemption unless upon due presentation
      thereof for redemption such Debentures shall not be
  redeemed.                                                                                                                             

| | (b) | Subject to any restriction herein provided, the
      Corporation with the approval of the Debenture Trustee may at any time
      close any register for any series of Debentures, other than those kept at
      the principal offices of the Debenture Trustee in Toronto, Ontario, and
      transfer the registration of any Debentures registered thereon to another
      register (which may be an existing register) and thereafter such
      Debentures shall be deemed to be registered on such other register. Notice
      of such transfer shall be given to the holders of such
  Debentures.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.8 | Charges for Registration, Transfer and
    Exchange
|--- | ---------------------------------------------------

For each Debenture exchanged, registered, transferred or
discharged from registration, the Debenture Trustee or other registrar, except
as otherwise herein provided, may make a reasonable charge for its services and
in addition may charge a reasonable sum for each new Debenture issued (such
amounts to be agreed upon from time to time by the Debenture Trustee and the
Corporation), and payment of such charges and reimbursement of the Debenture
Trustee or other registrar for any stamp taxes or governmental or other charges
required to be paid shall be made by the party requesting such exchange,
registration, transfer or discharge from registration as a condition precedent
thereto. Notwithstanding the foregoing provisions, no charge shall be made to a
Debentureholder hereunder:

| | (a) | for any exchange, registration, transfer or discharge
      from registration of any Debenture applied for within a period of two
      months from the date of the first delivery of Debentures of that series
      or, with respect to Debentures subject to a Periodic Offering, within a
      period of two months from the date of delivery of any such
    Debenture;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | for any exchange of any interim or temporary Debenture or
      interim certificate that has been issued under Section 2.9 for a definitive Debenture;                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | for any exchange of a Global Debenture as contemplated in
      Section 3.2;                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | for any exchange of any Debenture resulting from a
      partial redemption under Section 4.2;                                                                                                                                                                                                                                                                               

---

- 33 -

| | (e) | for any exchange of any Debenture resulting from a
      partial conversion under Section 6.4(d);
  or
| | --- | ------------------------------------------------------------------------------------------------------
| |     |                                                                                                       
| | (f) | for any exchange of any Debenture resulting from a
      partial purchase under Section 2.4(i).       

|3.9 | Ownership of
Debentures
|--- | -----------------------

| | (a) | Unless otherwise required by law, the person in whose
      name any registered Debenture is registered shall for all the purposes of
      this Indenture be and be deemed to be the owner thereof and payment of or
      on account of the principal of and premium, if any, on such Debenture and
      interest thereon shall be made to such registered holder.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | Neither the Corporation nor the Debenture Trustee shall
      have any liability for:                                                                                                                                                                                                                                                                                

| | (i)  | any aspect of the records relating to the beneficial
      ownership of the Debentures held by a Depository or of the payments
      relating thereto; or
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                          
| | (ii) | maintaining, supervising or reviewing any such records
      relating to the Debentures.                                                                 

| | (c) | The registered holder for the time being of any
      registered Debenture shall be entitled to the principal, premium, if any,
      and/or interest evidenced by such instruments, respectively, free from all
      equities or rights of compensation or counterclaim between the Corporation
      and the original or any intermediate holder thereof and all persons may
      act accordingly and the payment to any such registered holder for any such
      principal, premium or interest shall be a good discharge to the
      Corporation and/or the Debenture Trustee for the same and neither the
      Corporation nor the Debenture Trustee shall be bound to inquire into the
      title of any such registered holder.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d) | Where Debentures are registered in more than one name,
      the principal, premium, if any, and interest from time to time payable in
      respect thereof may be paid to the order of all or any of such holders,
      failing written instructions from them to the contrary, and the payment to
      any one of such holders therefore shall be a valid discharge, to the
      Debenture Trustee, any registrar and to the Corporation.                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | In the case of the death of one or more joint holders of
      any Debenture the principal, premium, if any, and interest from time to
      time payable thereon may be paid to the order of the registered holders
      and the payment to any such registered holder shall be a valid discharge
      to the Debenture Trustee and any registrar and to the
  Corporation.                                                                                                                                                                                                                                                                                                                                                              

|3.10 | Non-Certificated Inventory
System
|---- | ---------------------------------

| | (a) | Notwithstanding anything to the contrary set out herein,
      all Global Debentures issued or to be issued to the Depository may, in the
      case of previously issued Debentures, be surrendered to the Debenture
      Trustee for, or, in the case of newly issued Debentures, may be directly
      registered as, an electronic position on the register of Debentureholders
      to be maintained by the Debenture Trustee in accordance with Section 3.2. In such case, the Debentures will be represented
      electronically through the NCI System. All Debentures maintained in such
      electronic position will be legal, valid, binding and enforceable
      obligations of the Company, entitling the registered holders thereof to
      the same benefits as those registered holders who hold Debentures in
      physical form. This Indenture and the provisions contained herein will
      apply, mutatis mutandis, to such Debentures held in such electronic
      position.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 34 -

| | (b) | It is understood and agreed by the parties that, unless
      the Debenture Trustee is not in a position to perform electronic
      conversions, in every instance where Debentures held in an electronic
      position through the Depository are to be converted in whole or in part,
      such Debentures being converted shall not be certificated, and it shall be
      sufficient for the Debenture Trustee to convert such Debentures upon
      receiving either the attached Notice of Conversion executed by the
      Depository or an NCI Letter of Instruction in a form agreed upon by the
      Debenture Trustee and the Depository, or such other form as they may
      require from time to time.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 4REDEMPTION AND PURCHASE OF DEBENTURES
AND CERTAIN PAYMENTS ON MATURITY

|4.1 | Applicability of Article
|--- | ------------------------

Subject to regulatory approval and (in the case of the Initial
Debentures) Section 2.4(c), the Corporation shall have
the right at its option to redeem, either in whole at any time or in part from
time to time before maturity, either by payment of money, by issuance of
Freely-Tradeable Shares as provided in Section 4.6, or
any combination thereof, any Debentures issued hereunder of any series which by
their terms are made so redeemable (subject, however, to any applicable
restriction on the redemption of Debentures of such series) at such rate or
rates of premium, if any, and on such date or dates and in accordance with such
other provisions as shall have been determined at the time of issue of such
Debentures and as shall have been expressed in this Indenture, in the
Debentures, in an Officer’s Certificate, or in a supplemental
indenture authorizing or providing for the issue thereof, or in the case of
Additional Debentures issued pursuant to a Periodic Offering, in the Written
Direction of the Corporation requesting the certification and delivery thereof.

Subject to regulatory approval and Article
5 hereof, the Corporation shall also have the right at its option to repay,
either in whole or in part, on redemption or maturity, either by payment of
money in accordance with Sections 2.13 and 4.10, by issuance of Freely-Tradeable Shares as provided in
Sections 4.6 and 4.11, as
applicable, or any combination thereof, the principal amount of any Debentures
issued hereunder of any series which by their terms are made so repayable on
redemption or maturity (subject however, to any applicable restriction on the
repayment of the principal amount of the Debentures of such series) at such rate
or rates of premium, if any, and on such date or dates and in accordance with
such other provisions as shall have been determined at the time of issue of such
Debenture and shall have been expressed in this Indenture, in the Debentures, in
an Officer’s Certificate, or in a supplemental indenture authorizing
or providing for the issue thereof, or in the case of Additional Debentures
issued pursuant to a Periodic Offering, in the Written Direction of the
Corporation requesting the certification and delivery thereof.

|4.2 | Partial Redemption
|--- | ------------------

If less than all the Debentures of any series for the time
being outstanding are at any time to be redeemed, or if a portion of the
Debentures being redeemed are being redeemed for cash and a portion of such
Debentures are being redeemed by the payment of Freely-Tradeable Shares pursuant
to Section 4.6, the Debentures to be so redeemed shall be
selected by the Debenture Trustee on a pro rata basis to the nearest
multiple of $1,000 in accordance with the principal amount of the Debentures
registered in the name of each holder or in such other manner as the Debenture
Trustee deems equitable, subject to the approval of the TSX or such other
exchange on which the Debentures are then listed, as may be required from time
to time. Unless otherwise specifically provided in the terms of any series of
Debentures, no Debenture shall be redeemed in part unless the principal amount
redeemed is $1,000 or a multiple thereof. For this purpose, the Debenture
Trustee may make, and from time to time vary, regulations with respect to the
manner in which such Debentures may be drawn for redemption in part or for
redemption in cash and regulations so made shall be valid and binding upon all
holders of such Debentures notwithstanding the fact that as a result thereof one
or more of such Debentures may become subject to redemption in part only or for
cash only. In the event that one or more of such Debentures becomes subject to
redemption in part only, upon surrender of any such Debentures for payment of
the Redemption Price, together with interest accrued to but excluding the
Redemption Date, the Corporation shall execute and the Debenture Trustee shall
certify and deliver without charge to the holder thereof or upon the
holder’s order one or more new Debentures for the unredeemed part of
the principal amount of the Debenture or Debentures so surrendered or, with
respect to a Global Debenture, the Debenture Trustee shall make notations on the
Global Debenture of the principal amount thereof so redeemed. Unless the context
otherwise requires, the terms “Debenture” or
“Debentures” as used in this Article
4 shall be deemed to mean or include any part of the principal amount of any
Debenture which in accordance with the foregoing provisions has become subject
to redemption.

---

- 35 -

|4.3 | Notice of Redemption
|--- | --------------------

Notice of redemption (the Redemption Notice”)
of any series of Debentures shall be given to the holders of the Debentures so
to be redeemed not more than 60 days nor, subject to Section 4.6(b), less than 30 days prior to the date fixed for
redemption (the “Redemption Date”) in the manner
provided in Section 14.2. Every
such notice shall specify the aggregate principal amount of Debentures called
for redemption, the Redemption Date, the Redemption Price together with accrued
and unpaid interest to but excluding the Redemption Date, and, if applicable,
the portion to be redeemed for cash and the portion to be redeemed by issuing
Freely-Tradeable Shares and the places of payment and shall state that interest
upon the principal amount of Debentures called for redemption shall cease to
accrue and be payable on and after the Redemption Date. In addition, unless all
the outstanding Debentures are to be redeemed, the Redemption Notice shall
specify:

| | (a) | the distinguishing letters and numbers of the registered
      Debentures which are to be redeemed (or of such thereof as are registered
      in the name of such Debentureholder);                                                                                                              
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                   
| | (b) | in the case of a published notice, the distinguishing
      letters and numbers of the Debentures which are to be redeemed or, if such
      Debentures are selected pro rataor by other similar system, such
      particulars as may be sufficient to identify the Debentures so
      selected;
| |     |                                                                                                                                                                                                                                                                                                   
| | (c) | in the case of a Global Debenture, that the redemption
      will take place in such manner as may be agreed upon by the Depository,
      the Debenture Trustee and the Corporation; and                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                   
| | (d) | in all cases, the principal amounts of such Debentures
      or, if any such Debenture is to be redeemed in part only, the principal
      amount of such part.                                                                                                                                   

In the event that all Debentures to be redeemed are registered
Debentures, publication shall not be required.

In the event that a holder of Debentures exercises its
conversion right pursuant to Article 6 following the
Corporation giving a Redemption Notice, such holder shall be entitled to receive
accrued and unpaid interest thereon, in addition to the applicable number of
Shares to be received on conversion, for the period from the latest Interest
Payment Date up to, but excluding, the date of conversion.

|4.4 | Debentures Due on Redemption
Date
|--- | ---------------------------------

Notice having been given as aforesaid, all the Debentures so
called for redemption shall thereupon be and become due and payable at the
Redemption Price, together with accrued and unpaid interest to but excluding the
Redemption Date, on the Redemption Date specified in such notice, in the same
manner and with the same effect as if it were the date of maturity
specified in such Debentures, anything therein or herein to the contrary
notwithstanding, and from and after such Redemption Date, if the monies
necessary to redeem, or the Shares to be issued to redeem, such Debentures shall
have been deposited as provided in Section 4.5 and
affidavits or other proof satisfactory to the Debenture Trustee as to the
publication and/or mailing of such notices shall have been lodged with it,
interest upon the Debentures shall cease. If any question shall arise as to
whether any notice has been given as above provided and such deposit made, such
question shall be decided by the Debenture Trustee whose decision shall be final
and binding upon all parties in interest.

---

- 36 -

|4.5 | Deposit of Redemption Monies or
  Shares
|--- | ----------------------------------------

Redemption of Debentures shall be provided for by the
Corporation depositing with the Debenture Trustee or any paying agent to the
order of the Debenture Trustee, on or before 11:00 a.m. (Toronto Time) on the
Business Day immediately prior to the Redemption Date specified in such notice,
such sums of money, or certificates representing such Shares, or both as the
case may be, as may be sufficient to pay the Redemption Price of the Debentures
so called for redemption, plus accrued and unpaid interest thereon up to but
excluding the Redemption Date, provided the Corporation may elect to satisfy
this requirement by providing the Debenture Trustee with one or more certified
cheques or wire transfer for such amounts required under this Section 4.5
post-dated to the Redemption Date or by providing the Debenture Trustee with
such funds through electronic transfer of funds on the Business Day immediately
prior to the Redemption Date. The Corporation shall also deposit with the
Debenture Trustee a sum of money sufficient to pay any reasonable charges or
expenses which may be incurred by the Debenture Trustee in connection with such
redemption. Every such deposit shall be irrevocable. From the sums so deposited,
or certificates so deposited, or both, the Debenture Trustee shall pay or cause
to be paid, or issue or cause to be issued, to the holders of such Debentures so
called for redemption, upon surrender of such Debentures, the principal, premium
(if any) and interest (if any) to which they are respectively entitled on
redemption, less applicable withholding taxes, if any.

|4.6 | Right to Repay Redemption Price in
  Shares
|--- | -------------------------------------------

| | (a) | Subject to the other provisions of this Section 4.6 and
      applicable regulatory approval, the Corporation may, at its option, in
      exchange for or in lieu of paying the Redemption Price in money, elect to
      satisfy its obligation to pay all or any portion of the principal amount
      of Debentures due upon redemption by issuing and delivering to holders on
      the Redemption Date that number of Freely-Tradeable Shares obtained by
      dividing the principal amount of the Debentures by 95% of the Current
      Market Price on the Redemption Date (the Share Redemption
      Right).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | The Corporation shall exercise the Share Redemption Right
      by so specifying in the Redemption Notice which shall be delivered to the
      Debenture Trustee and the holders of Debentures to be so redeemed not more
      than 60 days and not less than 40 days prior to the Redemption Date in the
      manner provided in Section 14.2 . The Redemption Notice shall also specify
      the aggregate principal amount of Debentures in respect of which it is
      exercising the Share Redemption Right.                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | The Corporations right to exercise the Share Redemption
      Right shall be conditional upon the following conditions being met on the
      Business Day preceding the Redemption Date:                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | (i) | the issuance of the Shares on the exercise of the Share
      Redemption Right shall be made in accordance with Applicable Securities
      Legislation and such Shares shall be issued as Freely-Tradeable
    Shares;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 37 -

| | (ii)  | such Freely-Tradeable Shares shall be listed or approved
      for listing (subject only to customary conditions) on each stock exchange
      on which the Shares are then listed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (iii) | the Corporation shall be a reporting issuer in good
      standing under Applicable Securities Legislation where the distribution of
      such Freely-Tradeable Shares occurs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (iv)  | no Event of Default shall have occurred and be
      continuing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (v)   | the receipt by the Debenture Trustee of an Officers
      Certificate stating that conditions (i), (ii), (iii) and (iv) above have
      been satisfied and setting forth the number of Shares to be delivered for
      each $1,000 principal amount of Debentures and the Current Market Price of
      the Shares on the Redemption Date; and                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (vi)  | the receipt by the Debenture Trustee of an opinion of
      Counsel to the effect that such Shares have been duly authorized and, when
      issued and delivered pursuant to the terms of this Indenture in payment of
      the Redemption Price, will be validly issued as fully paid and
      non-assessable, that conditions (i) and (ii) above have been satisfied and
      that, relying exclusively on a list of issuers in default maintained by
      the relevant securities authorities, condition (iii) above is satisfied,
      except that the opinion in respect of condition (iii) need not be
      expressed with respect to those provinces where such lists are not
      maintained.

If the foregoing conditions are not satisfied prior to the
close of business on the Business Day preceding the Redemption Date, the
Corporation shall pay the Redemption Price in cash in accordance with Section 4.5 unless the Debentureholder waives the conditions which
are not satisfied by way of Extraordinary Resolution. When the Corporation
determines the actual number of Shares to be issued pursuant to the
Corporation’s exercise of its Share Redemption Right, it will issue a
press release on a national newswire disclosing the Current Market Price and
such actual number of Shares.

| | (d) | In the event that the Corporation duly exercises its
      Share Redemption Right, the Corporation shall on or before 11:00 a.m.
      (Toronto time) on the Business Day immediately prior to the Redemption
      Date, deliver to the Debenture Trustee, for delivery to and on account of
      the holders of the Debentures, upon the due presentation and surrender of
      the Debentures, certificates representing the Freely-Tradeable Shares to
      which such holders are entitled. From the certificates so deposited and
      the amounts payable by the Debenture Trustee pursuant to Section 4.5, the Debenture Trustee must pay or cause to be
      paid, to the holders of such Debentures the Redemption Price of the
      Debentures called for redemption in the amounts to which they are
      respectively entitled on the Redemption Date plus accrued and unpaid
      interest up to but excluding the Redemption Date and deliver to such
      holders the certificates to which such holders are entitled.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | No fractional Shares shall be delivered upon the exercise
      of the Share Redemption Right but, in lieu thereof, the Corporation shall
      pay to the Debenture Trustee for the account of the holders, at the time
      contemplated in Section 4.6(d), the cash equivalent
      thereof determined on the basis of the Current Market Price of the Shares
      on the Redemption Date (less tax required to be deducted, if
  any).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | A holder of Debentures shall be treated as the
      shareholder of record of the Freely- Tradeable Shares issued on due
      exercise by the Corporation of its Share Redemption Right effective
      immediately after the close of business on the Redemption Date, and
      shall be entitled to all substitutions therefor, all income
      earned thereon or accretions thereto and all dividends or distributions
      (including dividends or distributions in kind) thereon and arising
  thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

- 38 -

| | (g) | The Corporation shall at all times reserve and keep
      available out of its authorized Shares (if the number thereof is or
      becomes limited), solely for the purpose of issue and delivery upon the
      exercise of the Corporations Share Redemption Right as provided herein,
      and shall issue to Debentureholders to whom Freely-Tradeable Shares will
      be issued pursuant to exercise of the Share Redemption Right, such number
      of Freely-Tradeable Shares as shall be issuable in such event. All
      Freely-Tradeable Shares which shall be so issuable shall be duly and
      validly issued as fully paid and non-assessable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (h) | The Corporation shall comply with all Applicable
      Securities Legislation regulating the issue and delivery of
      Freely-Tradeable Shares upon exercise of the Share Redemption Right and
      shall cause to be listed and posted for trading such Shares on each stock
      exchange on which the Shares are then listed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (i) | The Corporation shall from time to time promptly pay, or
      make provision satisfactory to the Debenture Trustee for the payment of,
      all taxes and charges which may be imposed by the laws of Canada or any
      province thereof (except income tax, withholding tax or security transfer
      tax, if any) which shall be payable with respect to the issuance or
      delivery of Freely-Tradeable Shares to holders upon exercise of the Share
      Redemption Right pursuant to the terms of the Debentures and of this
      Indenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (j) | If the Corporation elects to satisfy its obligation to
      pay all or any portion of the Redemption Price by issuing Freely-Tradeable
      Shares in accordance with this Section 4.6 and if
      the Redemption Price (or any portion thereof) to which a holder is
      entitled is subject to withholding taxes and the amount of the cash
      payment of the Redemption Price, if any, is insufficient to satisfy such
      withholding taxes, the Debenture Trustee, only upon receipt of a Written
      Direction of the Corporation but for the account of the holder, shall
      sell, or cause to be sold through the investment banks, brokers or dealers
      selected by the Corporation, out of the Freely-Tradeable Shares issued by
      the Corporation for this purpose, such number of Freely-Tradeable Shares
      that together with the cash payment of the Redemption Price, if any, is
      sufficient to yield net proceeds (after payment of all costs) to cover the
      amount of taxes required to be withheld, and shall remit same on behalf of
      the Corporation to the proper tax authorities within the period of time
      prescribed for this purpose under applicable laws. Any amount of net
      proceeds (after payment of all costs) in excess of the amount required to
      cover applicable tax required by applicable law to be withheld will be
      remitted to the Debentureholder.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (k) | Interest accrued and unpaid on the Debentures on the
      Redemption Date will be paid, less applicable withholding taxes, if any,
      to holders of Debentures, in cash, in the manner contemplated in Section
      2.15 subject to the ability of the Corporation to
      issue Shares as provided in Article 10 .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|4.7 | Failure to Surrender Debentures Called for
      Redemption
|--- | -----------------------------------------------------------

In case the holder of any Debenture so called for redemption
shall fail on or before the Redemption Date to so surrender such holders
Debenture, or shall not within such time accept payment of the Redemption Price
payable, or take delivery of certificates representing such Shares issuable in
respect thereof, or give such receipt therefor, if any, as the Debenture Trustee
may require, such redemption monies may be set aside in trust, without interest,
or such certificates may be held in trust, either in the deposit department of
the Debenture Trustee or in a chartered bank, and such setting
aside shall for all purposes be deemed a payment to the Debentureholder of the
sum or Shares so set aside and, to that extent, the Debenture shall thereafter
not be considered as outstanding hereunder and the Debentureholder shall have no
other right except to receive payment out of the monies so paid and deposited,
or take delivery of the certificates so deposited, or both, upon surrender and
delivery up of such holders Debenture of the Redemption Price, as the case may
be, of such Debenture plus any accrued and unpaid interest thereon to but
excluding the Redemption Date. In the event that any money, or certificates for
Shares, required to be deposited hereunder with the Debenture Trustee or any
depository or paying agent on account of principal, premium, if any, or
interest, if any, on Debentures issued hereunder shall remain so deposited for a
period of six years from the Redemption Date, then such monies or certificates
for Shares, together with any accumulated interest thereon or any distribution
paid thereon, shall at the end of such period be paid over or delivered over by
the Debenture Trustee or such depository or paying agent to the Corporation on
its demand, and thereupon the Debenture Trustee shall not be responsible to
Debentureholders for any amounts owing to them and subject to applicable law,
thereafter the holder of a Debenture in respect of which such money was so
repaid to the Corporation shall have no rights in respect thereof except to
obtain payment of the money or certificates due from the Corporation, subject to
any prescription period provided by the laws of the Province of Ontario.
Notwithstanding the foregoing, the Debenture Trustee will pay any remaining
funds prior to the expiry of six years after the Redemption Date to the
Corporation upon receipt from the Corporation or one of its Subsidiaries of an
uncontested letter of credit from a Canadian chartered bank in an amount equal
to or in excess of the amount of the remaining funds. If the remaining funds are
paid to the Corporation prior to the expiry of six years after the Redemption
Date, the Corporation shall, prior to the payment by the Debenture Trustee, pay
the Debenture Trustee the amounts required to be paid by the Debenture Trustee
to a holder of a Debenture pursuant to the redemption after the date of such
payment of the remaining funds to the Corporation but prior to six years after
the redemption.

---

- 39 -

|4.8 | Cancellation of Debentures
  Redeemed
|--- | -------------------------------------

Subject to the provisions of Sections 4.2 and 4.9 as to Debentures redeemed
or purchased in part, all Debentures redeemed and paid under this Article 4 shall forthwith be delivered to the Debenture
Trustee and cancelled and no Debentures shall be issued in substitution
therefor.

|4.9 | Purchase of Debentures by the
  Corporation
|--- | -------------------------------------------

Unless otherwise specifically provided with respect to a
particular series of Debentures and subject to the provisions of Section 12.2, the Corporation and any of its Affiliates may at any
time and from time to time, purchase Debentures in the market (which shall
include purchases from or through an investment dealer or a firm holding
membership on a recognized stock exchange) or by tender or by private contract,
at any price, subject to regulatory requirements (including Applicable
Securities Legislation); provided, however, that if an Event of Default has
occurred and is continuing, the Corporation and its Affiliates will not have the
right to so purchase Debentures. All Debentures so purchased shall be delivered
to the Debenture Trustee and cancelled and no Debentures shall be issued in
substitution therefor.

If, upon an invitation for tenders, more Debentures are
tendered at the same lowest price that the Corporation or an Affiliate is
prepared to accept, the Debentures to be purchased by the Corporation or by such
Affiliate shall be selected by the Debenture Trustee on a pro ratabasis
or in such other manner consented to by the TSX or such other exchange on which
the Debentures are then listed which the Debenture Trustee considers
appropriate, from the Debentures tendered by each tendering Debentureholder who
tendered at such lowest price. For this purpose the Debenture Trustee may make,
and from time to time amend, regulations with respect to the manner in which
Debentures may be so selected, and regulations so made shall be valid and
binding upon all Debentureholders, notwithstanding the fact that as a result
thereof one or more of such Debentures become subject to purchase in part only.

---

- 40 -

The holder of a Debenture of which a part only is purchased,
upon surrender of such Debenture for payment, shall be entitled to receive,
without expense to such holder, one or more new Debentures for the unpurchased
part so surrendered, and the Debenture Trustee shall certify and deliver such
new Debenture or Debentures upon receipt of the Debenture so surrendered or,
with respect to a Global Debenture, the Debenture Trustee shall make notations
on the Global Debenture of the principal amount thereof so purchased.

|4.10 | Deposit of Maturity Monies
|---- | --------------------------

Subject to Section 4.11, payment on
maturity of Debentures shall be provided for by the Corporation depositing with
the Debenture Trustee or any paying agent to the order of the Debenture Trustee,
on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to
the applicable maturity date such sums of money and/or Shares as may be
sufficient to pay the principal amount of the Debentures, together with a sum of
money sufficient to pay all accrued and unpaid interest thereon up to but
excluding the maturity date, provided the Corporation may elect to satisfy this
requirement by providing the Debenture Trustee with one or more certified
cheques or with funds by electronic transfer, for such amounts required under
this Section 4.10. The Corporation shall also deposit with the Debenture Trustee
a sum of money sufficient to pay any reasonable charges or expenses which may be
incurred by the Debenture Trustee in connection therewith. Every such deposit
shall be irrevocable. From the sums so deposited, the Debenture Trustee shall
pay or cause to be paid to the holders of such Debentures, upon surrender of
such Debentures, the principal, premium (if any) and interest (if any) to which
they are respectively entitled on maturity.

|4.11 | Right to Repay Principal Amount in
  Shares
|---- | -------------------------------------------

| | (a) | Subject to the other provisions of this Section 4.11 and
      to applicable regulatory approval, the Corporation may, at its option, in
      exchange for or in lieu of paying all or any portion of the principal
      amount of the Debentures outstanding in money, elect to satisfy its
      obligation to repay all or any portion of the principal amount of the
      Debentures outstanding by issuing and delivering to holders on the
      applicable maturity date that number of Freely-Tradeable Shares obtained
      by dividing the principal amount of the Debentures by 95% of the Current
      Market Price of the Shares on the applicable maturity date (the Share
      Repayment Right).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | The Corporation shall exercise the Share Repayment Right
      by so specifying in the Maturity Notice, which shall be delivered to the
      Debenture Trustee and the holders of Debentures not more than 60 days and
      not less than 40 days prior to the applicable maturity date, and which
      shall also specify the aggregate principal amount of Debentures in respect
      of which it is exercising the Share Repayment Right on the applicable
      maturity date. The Maturity Notice shall state that if the requirements to
      make a Share Repayment are not met two Business Days prior to the Maturity
      date that the principal shall be satisfied in cash.                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | The Corporations right to exercise the Share Repayment
      Right shall be conditional upon the following conditions being met on the
      Business Day preceding the applicable maturity
date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| | (i) | the issuance of the Shares on the exercise of the Share
      Repayment Right shall be made in accordance with Applicable Securities
      Legislation and such Shares shall be issued as Freely-Tradeable
    Shares;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 41 -

| | (ii)  | such Freely-Tradeable Shares shall be listed or approved
      for listing (subject only to customary conditions) on each stock exchange
      on which the Shares are then listed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iii) | the Corporation shall be a reporting issuer in good
      standing under Applicable Securities Legislation where the distribution of
      such Freely-Tradeable Shares occurs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iv)  | no Event of Default shall have occurred and be
      continuing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (v)   | the receipt by the Debenture Trustee of an Officers
      Certificate stating that conditions (i), (ii), (iii) and (iv) above have
      been satisfied and setting forth the number of Shares to be delivered for
      each $1,000 principal amount of Debentures and the Current Market Price of
      the Shares on the applicable maturity date; and                                                                                                                                                                                                                                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (vi)  | the receipt by the Debenture Trustee of an opinion of
      Counsel to the effect that such Shares have been duly authorized and, when
      issued and delivered pursuant to the terms of this Indenture in payment of
      the principal amount of the Debentures outstanding will be validly issued
      as fully paid and non-assessable, that conditions (i) and (ii) above have
      been satisfied and that, relying exclusively on lists of issuers in
      default maintained by the relevant securities authorities, condition (iii)
      above is satisfied, except that the opinion in respect of condition (iii)
      need not be expressed with respect to those provinces where such lists are
      not maintained.

If the foregoing conditions are not satisfied prior to the
close of business two Business Days preceding the applicable maturity date, the
Corporation shall pay the principal amount of the Debentures outstanding in cash
in accordance with Sections 2.13 and 4.10, unless the Debentureholder waives the conditions which
are not satisfied.

| | (d) | In the event that the Corporation duly exercises its
      Share Repayment Right, the Corporation shall on or before 11:00 a.m.
      (Toronto time) on the Business Day immediately prior to the applicable
      maturity date, deliver to the Debenture Trustee, for delivery to and on
      account of the holders, upon the due presentation and surrender of the
      Debenture, certificates representing the Freely-Tradeable Shares to which
      such holders are entitled. The Corporation shall also deposit with the
      Debenture Trustee a sum of money sufficient to pay any reasonable charges
      or expenses which may be incurred by the Debenture Trustee in connection
      with the Share Repayment Right. Every such deposit shall be irrevocable.
      From the certificates so deposited in addition to amounts payable by the
      Debenture Trustee pursuant to Sections 2.13 and 4.10, the Debenture Trustee shall pay or cause to be
      paid, to the holders of such Debentures, upon surrender of such
      Debentures, the principal amount of and premium (if any) on the Debentures
      to which they are respectively entitled on maturity and deliver to such
      holders the certificates to which such holders are entitled. The delivery
      of such certificates to the Debenture Trustee will satisfy and discharge
      the liability of the Corporation for the Debentures to which the delivery
      of certificates relates to the extent of the amount delivered (plus the
      amount of any Shares sold to pay applicable taxes in accordance with this
      Section 4.11) and such Debentures will thereafter
      to that extent not be considered as outstanding under this Indenture and
      such holder will have no other right in regard thereto other than to
      receive out of the certificates so delivered, the certificate(s) to which
      it is entitled.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | No fractional Freely-Tradeable Shares shall be delivered
      upon the exercise of the Share Repayment Right but, in lieu thereof, the
      Corporation shall pay to the Debenture Trustee for the account of the
      holders, at the time contemplated in Section 4.11(d), the cash equivalent thereof determined on the basis of the Current
      Market Price of the Shares on the applicable maturity date (less any tax
      required to be deducted, if any). The Debenture Trustee shall be entitled
  to rely on the calculations of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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- 42 -

| | (f) | A holder shall be treated as the shareholder of record of
      the Freely-Tradeable Shares issued on due exercise by the Corporation of
      its Share Repayment Right effective immediately after the close of
      business on the applicable maturity date, and shall be entitled to all
      substitutions therefor, all income earned thereon or accretions thereto
      and all dividends or distributions (dividends or distributions in kind)
      thereon and arising thereafter, and in the event that the Debenture
      Trustee receives the same, it shall hold the same in trust for the benefit
      of such holder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (g) | The Corporation shall at all times reserve and keep
      available out of its authorized Shares (if the number thereof is or
      becomes limited), solely for the purpose of issue and delivery upon the
      exercise of the Share Repayment Right as provided herein, and shall issue
      to Debentureholders to whom Freely-Tradeable Shares will be issued
      pursuant to exercise of the Share Repayment Right, such number of
      Freely-Tradeable Shares as shall be issuable in such event. All
      Freely-Tradeable Shares which shall be so issuable shall be duly and
      validly issued as fully paid and non-assessable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (h) | The Corporation shall comply with all Applicable
      Securities Legislation regulating the issue and delivery of
      Freely-Tradeable Shares upon exercise of the Share Repayment Right and
      shall cause to be listed and posted for trading such Freely-Tradeable
      Shares on each stock exchange on which the Shares are then
  listed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (i) | The Corporation shall from time to time promptly pay, or
      make provision satisfactory to the Debenture Trustee for the payment of,
      all taxes and charges which may be imposed by the laws of Canada or any
      province thereof (except income tax, withholding tax or security transfer
      tax, if any) which shall be payable with respect to the issuance or
      delivery of Freely-Tradeable Shares to holders upon exercise of the Share
      Repayment Right pursuant to the terms of the Debentures and of this
      Indenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (j) | If the Corporation elects to satisfy its obligation to
      pay all or any portion of the principal amount of Debentures due on
      maturity by issuing Freely-Tradeable Shares in accordance with this
      Section 4.11 and if the principal amount (or any
      portion thereof) to which a holder is entitled is subject to withholding
      taxes and the amount of the cash payment of the principal amount due on
      maturity, if any, is insufficient to satisfy such withholding taxes, the
      Debenture Trustee, only upon receipt of a Written Direction of the
      Corporation but for the account of the holder, shall sell, or cause to be
      sold, through the investment banks, brokers or dealers selected by the
      Corporation, out of the Freely-Tradeable Shares issued by the Corporation
      for this purpose, such number of Freely-Tradeable Shares that together
      with the cash component of the principal amount due on maturity is
      sufficient to yield net proceeds (after payment of all costs) to cover the
      amount of taxes required to be withheld, and shall remit same on behalf of
      the Corporation to the proper tax authorities within the period of time
      prescribed for this purpose under applicable laws.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (k) | Interest accrued and unpaid on the Debentures on the
      applicable maturity date will be paid, less applicable withholding taxes,
      if any, to holders of Debentures, in cash, in the manner contemplated in
      Section 2.14, subject to the ability of the
      Corporation to issue Shares as provided in Article 10
..                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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- 43 -

ARTICLE 5 SUBORDINATION OF DEBENTURES

|5.1 | Applicability of Article
|--- | ------------------------

The indebtedness, liabilities and obligations evidenced by any
Debentures issued hereunder of any series which by their terms are subordinate,
including on account of principal, premium, if any, interest or otherwise, but
excluding the issuance of Shares or other securities in accordance with Article 6, any redemption by the issuance of Shares pursuant
to Article 4, or by the issuance of Shares at maturity
pursuant to Article 4 (collectively, the
“Debenture Liabilities”), shall be subordinated and
postponed and subject in right of payment, to the extent and in the manner
hereinafter set out in the following sections of this Article
5, to the prior full and final payment of all existing and future Senior
Indebtedness of the Corporation and each holder of any such Debenture by his
acceptance thereof, whether directly or on its behalf, agrees to and shall be
bound by the provisions of this Article 5.

|5.2 | Order of Payment
|--- | ----------------

In the event of the Corporations insolvency or bankruptcy
proceedings or any receivership, liquidation or reorganization or other similar
proceedings relating to the Corporation or its property or assets or in the
event of any proceedings for voluntary liquidation, dissolution or other
winding-up whether or not involving insolvency or bankruptcy, or any marshalling
of its assets and liabilities:

| | (a) | all Senior Indebtedness shall first be paid indefeasibly
      in full, in cash before any payment or distribution of any kind or
      character is made on account of the principal of or interest on the
      indebtedness evidenced by the Debentures;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | any payment or distribution of assets of the Corporation,
      whether in cash, property or securities, to which the holders of the
      Debentures or the Debenture Trustee on behalf of such holders would be
      entitled except for the provisions of this Article
      5 shall be paid or delivered by the trustee in bankruptcy, receiver,
      assignee for the benefit of creditors, or other liquidating agent making
      such payment or distribution, directly to the holders of such Senior
      Indebtedness or their representative or representatives, or to the trustee
      or trustees under any indenture pursuant to which any instruments
      evidencing any of such Senior Indebtedness may have been issued, to the
      extent necessary to pay all Senior Indebtedness in full after giving
      effect to any concurrent payment or distribution, or provision therefor,
      to the holders of such Senior Indebtedness; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | the Senior Creditors or a receiver or a receiver-manager
      of the Corporation or of all or part of its assets or any other
      enforcement agent may sell, mortgage, or otherwise dispose of the
      Corporation assets in whole or in part, free and clear of all Debenture
      Liabilities and without the approval of the Debentureholders or the
      Debenture Trustee or any requirement to account to the Debenture Trustee
      or the Debentureholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

The rights and priority of the Senior Indebtedness and the
subordination pursuant hereto shall not be affected by:

| | (i)  | whether or not the Senior Indebtedness is
  secured;                                                                                                                                                                                                           
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                
| | (ii) | the time, sequence or order of creating, granting,
      executing, delivering of, or registering, perfecting or failing to
      register or perfect any security notice, caveat, financing statement or
      other notice in respect of the Senior
Security;

---

- 44 -

| | (iii)  | the time or order of the attachment, perfection or
      crystallization of any security constituted by the Senior
  Security;                                                                                                                                                                                           
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                          
| | (iv)   | the taking of any collection, enforcement or realization
      proceedings pursuant to the Senior Security;                                                                                                                                                                                                              
| |        |                                                                                                                                                                                                                                                                                                                          
| | (v)    | the date of obtaining of any judgment or order of any
      bankruptcy court or any court administering bankruptcy, insolvency or
      similar proceedings as to the entitlement of the Senior Creditors, or any
      of them or the Debentureholders or any of them to any money or property of
      the Corporation;
| |        |                                                                                                                                                                                                                                                                                                                          
| | (vi)   | the failure to exercise any power or remedy reserved to
      the Senior Creditors under the Senior Security or to insist upon a strict
      compliance with any terms thereof;                                                                                                                                         
| |        |                                                                                                                                                                                                                                                                                                                          
| | (vii)  | whether any Senior Security is now perfected, hereafter
      ceases to be perfected, is avoidable by any trustee in bankruptcy or like
      official or is otherwise set aside, invalidated or lapses;                                                                                                                 
| |        |                                                                                                                                                                                                                                                                                                                          
| | (viii) | the date of giving or failing to give notice to or making
      demand upon the Corporation;                                                                                                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                          
| | (ix)   | any amendment, modification, increase, extension,
      renewal, replacement of any Senior Indebtedness or Senior Security;
    or                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                          
| | (x)    | any other matter whatsoever.                                                                                                                                                                                                                                                                                             

|5.3 | Obligation to Pay Not
Impaired
|--- | ------------------------------

Nothing contained in this Article 5 or
elsewhere in this Indenture or in the Debentures is intended to or shall impair,
as between the Corporation, its creditors other than the holders of Senior
Indebtedness, and the holders of the Debentures, the obligation of the
Corporation, which is absolute and unconditional, to pay to the holders of the
Debentures the principal, premium, if any, and interest on the Debentures, as
and when the same shall become due and payable in accordance with their terms,
or affect the relative rights of the holders of the Debentures and creditors of
the Corporation other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Debenture Trustee or the holder of any
Debenture from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this Article 5 of the holders of Senior Indebtedness.

|5.4 | No Payment if Senior Indebtedness in
  Default
|--- | ----------------------------------------------

Upon the maturity of any Senior Indebtedness by lapse of time,
acceleration or otherwise, or any enforcement of any Senior Indebtedness, then,
except as provided in Section 5.7, all principal of,
premium (if any) and interest on all such matured Senior Indebtedness shall
first be paid in full, or shall first have been duly provided for, before any
payment is made on account of principal of, premium (if any) or interest on the
Debentures.

In case of default with respect to any Senior Indebtedness
permitting the holders thereof to accelerate the maturity thereof, unless and
until such default shall have been cured or waived or shall have ceased to
exist, no payment (by purchase of Debentures or otherwise) shall be made by the
Corporation with respect to the principal of, premium, if any, or interest on
the Debentures and neither the Debenture Trustee nor the holders of Debentures
shall be entitled to demand, accelerate, institute proceedings for the
collection of, or receive any payment or benefit (including without limitation
by set-off, combination of accounts or otherwise in any manner whatsoever) on
account of the Debentures after the happening of such a default (except as provided in Section 5.7), and unless
and until such default shall have been cured or waived or shall have ceased to
exist, such payments shall be held in trust for the benefit of, and, if and when
such Senior Indebtedness shall have become due and payable, shall be paid over
to, the holders of the Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing an amount of the Senior Indebtedness remaining unpaid
until all such Senior Indebtedness shall have been paid in full, after giving
effect to any concurrent payment or distribution to the holders of such Senior
Indebtedness; provided, however, that the foregoing shall in no way prohibit,
restrict or prevent the Debenture Trustee from taking such actions as may be
necessary to preserve claims of the Debenture Trustee and/or the holders of the
Debentures under this Indenture in any bankruptcy, reorganization or insolvency
proceeding (including, without limitation, the filing of proofs of claim in any
such bankruptcy, reorganization or insolvency proceedings by or against the
Corporation or its Subsidiaries and exercising its rights to vote as an
unsecured creditor under any such bankruptcy, reorganization or insolvency
proceedings commenced by or against the Corporation or its Subsidiaries).

---

- 45 -

The fact that any payment hereunder is prohibited by this
  Section 5.4 shall not prevent the failure to make such
payment from being an Event of Default hereunder.

|5.5 | Payment on Debentures
Permitted
|--- | -------------------------------

Nothing contained in this Article 5 or
elsewhere in this Indenture, or in any of the Debentures, shall affect the
obligation of the Corporation to make, or prevent the Corporation from making,
at any time except as prohibited by Section 5.2 or 5.4, any payment of principal of or interest on the
Debentures. The fact that any such payment is prohibited by Section 5.2 or 5.4 shall not prevent the
failure to make such payment from being an Event of Default hereunder. Nothing
contained in this Article 5 or elsewhere in this
Indenture, or in any of the Debentures, shall prevent the conversion of the
Debentures or, except as prohibited by Section 5.2 or 5.4, the application by the Debenture Trustee of any moneys
deposited with the Debenture Trustee hereunder for the purpose, to the payment
of or on account of the Debenture Liabilities.

|5.6 | Confirmation of
Subordination
|--- | -----------------------------

Each holder of Debentures by his acceptance thereof authorizes
and directs the Debenture Trustee on his behalf to take such action as may be
necessary or appropriate to effect the subordination as provided in this Article 5 and appoints the Debenture Trustee his
attorney-in-fact for any and all such purposes. This appointment shall be
irrevocable. Upon request of the Corporation, and upon being furnished an
Officer’s Certificate stating that one or more named persons are
Senior Creditors, and specifying the amount and nature of the Senior
Indebtedness of such Senior Creditors, the Debenture Trustee shall enter into a
written agreement or agreements with the Corporation and the person or persons
named in such Officer’s Certificate providing that such person or
persons are entitled to all the rights and benefits of this Article 5 as a Senior Creditor specified in such
Officer’s Certificate and for such other matters as the Senior
Creditors and the Corporation may agree upon. Such agreement shall be conclusive
evidence that the indebtedness specified therein is Senior Indebtedness.
However, nothing herein shall impair the rights of any Senior Creditor who has
not entered into such an agreement.

|5.7 | Knowledge of Debenture
Trustee
|--- | ------------------------------

Notwithstanding the provisions of this Article 5, the Debenture Trustee will not be charged with
knowledge of the existence of any fact that would prohibit the making of any
payment of monies to or by the Debenture Trustee, or the taking of any other
action by the Debenture Trustee, unless and until the Debenture Trustee has
received written notice thereof from the Corporation, any Debentureholder, any
Senior Creditor or a trustee on behalf of any one or more of the Senior
Creditors, and such notice to the Debenture Trustee shall be deemed to be notice to holders of
the Debentures. The Debenture Trustee will notify holders of Debentures of such
notice as soon as reasonably practicable after receipt thereof.

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- 46 -

|5.8 | Debenture Trustee May Hold Senior
    Indebtedness
|--- | --------------------------------------------------

The Debenture Trustee is entitled to all the rights set out in
this Article 5 with respect to any Senior Indebtedness at
the time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture deprives the Debenture Trustee of
any of its rights as such holder.

|5.9 | Rights of Holders of Senior Indebtedness Not
      Impaired
|--- | -----------------------------------------------------------

No right of any present or future holder of any Senior
Indebtedness to enforce the subordination herein will at any time or in any way
be prejudiced or impaired by any act or failure to act on the part of the
Corporation or by any non-compliance by the Corporation with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or be otherwise charged with.

|5.10 | Altering the Senior
Indebtedness
|---- | --------------------------------

The holders of the Senior Indebtedness have the right to
extend, renew, revise, restate, modify or amend the terms of the Senior
Indebtedness (including increasing the principal amount of the Senior
Indebtedness) or the Senior Security therefor and to release, sell or exchange
such security and otherwise to deal freely with the Corporation, all without
notice to or consent of the Debentureholders or the Debenture Trustee and
without affecting the liabilities and obligations of the parties to this
Indenture or the Debentureholders or the Debenture Trustee.

|5.11 | Additional Indebtedness
|---- | -----------------------

This Indenture does not restrict the Corporation or any other
entity of the Primero Group from incurring additional indebtedness for borrowed
money or otherwise or hypothecating, mortgaging, pledging or charging its real
(immoveable) or personal (moveable) property or properties to secure any
indebtedness or other financing.

|5.12 | Right of Debentureholder to Convert Not
      Impaired
|---- | ------------------------------------------------------

The subordination of the Debentures to the Senior Indebtedness
and the provisions of this Article 5 do not impair in any
way the right of a Debentureholder to convert its Debentures pursuant to Article 6.

|5.13 | Invalidated Payments
|---- | --------------------

In the event that any of the Senior Indebtedness shall be paid
in full and subsequently, for whatever reason, such formerly paid or satisfied
Senior Indebtedness becomes unpaid or unsatisfied, the terms and conditions of
this Article 5 shall be reinstated and the provisions of
this Article 5 shall again be operative until all Senior
Indebtedness is repaid in full, provided that such reinstatement shall not give
the Senior Creditors any rights or recourses against the Debenture Trustee or
the Debentureholders for amounts paid to the Debentureholders or on account of
the Debentures subsequent to such payment or satisfaction in full and prior to
such reinstatement.

---

- 47 -

|5.14 | Obligations Created byArticle 5
|---- | -------------------------------

The Corporation and the Debenture Trustee, in its capacity as
trustee hereunder and not in its corporate personal capacity, agree, and each
holder by its acceptance of a Debenture likewise agrees, that:

| | (a) | the provisions of this Article 5
      are an inducement and consideration to each holder of Senior Indebtedness
      to give or continue credit to the Corporation, the Corporation’s
  Subsidiaries or others or to acquire Senior Indebtedness;                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | each holder of Senior Indebtedness may accept the benefit
      of this Article 5 on the terms and conditions set
      out in this Article 5 by giving or continuing credit to the Corporation,
      the Corporation’s Subsidiaries or others or by acquiring or
      having outstanding as of the date hereof Senior Indebtedness, in each case
      without notice to the Debenture Trustee and without establishing actual
  reliance on this Article 5; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | each obligation created by this Article 5 is created for the benefit of the holders of
      Senior Indebtedness.                                                                                                                                                                                                                                                                                                                                                  

|5.15 | Amendments toArticle
      5
|---- | ----------------------------

Each of the Corporation and the Debenture Trustee (relying on
the opinion of Counsel) agrees, and each holder of a Debenture, by his
acceptance thereof, likewise agrees, not to make any changes to this Indenture
or the Debentures, including this Article 5 or the
definition of Senior Indebtedness, which prejudice the rights of the holders of
Senior Indebtedness under this Article 5 without the consent of the holders of
Senior Indebtedness or their representative or the trustee under any indenture
under which any instruments evidencing any of such Senior Indebtedness may have
been issued.

ARTICLE 6 CONVERSION OF DEBENTURES

|6.1 | Applicability of Article
|--- | ------------------------

Any Debentures issued hereunder of any series which by their
terms are convertible (subject, however, to any applicable restriction of the
conversion of Debentures of such series) will be convertible into
Freely-Tradeable Shares or, if applicable, other securities or property, at such
conversion rate or rates, and on such date or dates and in accordance with such
other provisions as shall have been determined at the time of issue of such
Debentures and shall have been expressed in this Indenture, in such Debentures,
in an Officer’s Certificate, or in a supplemental indenture
authorizing or providing for the issue thereof.

Such right of conversion shall extend only to the maximum
number of whole Shares into which the aggregate principal amount of the
Debenture or Debentures surrendered for conversion at any one time by the holder
thereof may be converted. Fractional interests in Shares shall be adjusted for
in the manner provided in Section 6.6 .

|6.2 | Notice of Expiry of Conversion
  Privilege
|--- | ------------------------------------------

Notice of the expiry of the conversion privileges of the
Debentures, shall be given by or on behalf of the Corporation, not more than 60
days and not less than 30 days prior to the date fixed for the Time of Expiry,
in the manner provided in Section 14.2.

---

- 48 -

|6.3 | Revival of Right to
Convert
|--- | ---------------------------

If the redemption of any Debenture called for redemption by the
Corporation is not made or the payment of the purchase price of any Debenture
which has been tendered in acceptance of an offer by the Corporation to purchase
Debentures for cancellation is not made, in the case of a redemption upon due
surrender of such Debenture or in the case of a purchase on the date on which
such purchase is required to be made, as the case may be, then, provided the
Time of Expiry has not passed, the right to convert such Debentures shall revive
and continue as if such Debenture had not been called for redemption or tendered
in acceptance of the Corporations offer, respectively.

|6.4 | Manner of Exercise of Right to
  Convert
|--- | ----------------------------------------

| | (a) | The holder of a Debenture desiring to convert such
      Debenture in whole or in part into Shares shall surrender such Debenture
      to the Debenture Trustee at its principal offices in Toronto, Ontario
      together with the conversion notice in the form attached hereto as
      Schedule D duly executed by the holder or his executors or administrators
      or other legal representatives or his or their attorney duly appointed by
      an instrument in writing in form and executed in a manner satisfactory to
      the Debenture Trustee, exercising his right to convert such Debenture in
      accordance with the provisions of this Article 6;
      provided that with respect to a Global Debenture, the obligation to
      surrender a Debenture to the Debenture Trustee shall be satisfied if the
      Debenture Trustee makes notation on the Global Debenture of the principal
      amount thereof so converted and the Debenture Trustee is provided with all
      other documentation which it may request. Such Debentureholder shall be
      or, subject to payment of all applicable stamp or security transfer taxes
      or other governmental charges and compliance with all reasonable
      requirements of the Debenture Trustee, his nominee(s) or assignee(s) shall
      be entitled to be, entered in the books of the Corporation as at the Date
      of Conversion (or such later date as is specified in Section 6.4(b)) as the holder of the number of Shares into
      which such Debenture is convertible as of the Business Day immediately
      following the Date of Conversion in accordance with the provisions of this
      Article 6 and, as soon as practicable thereafter,
      the Corporation shall (i) deliver to such Debentureholder or, subject as
      aforesaid, his nominee(s) or assignee(s), a certificate or certificates
      for such Shares and (ii) make or cause to be made any payment of interest
      to which such holder is entitled in accordance with Section 6.4(e) hereof or in respect of fractional Shares as
      provided in Section 6.6.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | For the purposes of this Article
      6, a Debenture shall be deemed to be surrendered for conversion on the
      date on which it is so surrendered when the register of the Debenture
      Trustee is open and in accordance with the provisions of this Article 6 or, in the case of a Global Debenture, on
      the date which the Debenture Trustee received notice of and all necessary
      documentation in respect of the exercise of the conversion rights and, in
      the case of a Debenture so surrendered by post or other means of
      transmission, on the date on which it is received by the Debenture Trustee
      at its offices specified in Section 6.4(a);
      provided that if a Debenture is surrendered for conversion on a day on
      which the register of Shares is closed the person or persons entitled to
      receive Shares shall become the holder or holders of record of such Shares
      as at the date on which such register is next reopened (in each case, the
  “Date of Conversion).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | Any part, being $1,000 or an integral multiple thereof,
      of a Debenture in a denomination in excess of $1,000 may be converted as
      provided in this Article and all references in this Indenture to
      conversion of Debentures shall be deemed to include conversion of such
      part.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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- 49 -

| | (d) | Upon a holder of any Debenture exercising the right of
      conversion in respect of only a part of the Debenture and surrendering
      such Debenture to the Debenture Trustee, in accordance with Section 6.4(a) the Debenture Trustee shall cancel the same and
      shall without charge forthwith certify and deliver to the holder a new
      Debenture or Debentures in an aggregate principal amount equal to the
      unconverted part of the principal amount of the Debenture so surrendered
      or, with respect to a Global Debenture, the Debenture Trustee shall make
      notations on the Global Debenture of the principal amount thereof so
      converted.                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | The holder of a Debenture surrendered for conversion in
      accordance with this Section 6.4 shall be entitled
      (subject to any applicable restriction on the right to receive interest on
      conversion of Debentures of any series) to receive, as the case may be,
      accrued and unpaid interest in respect thereof from and including the last
      Interest Payment Date to but excluding the Date of Conversion. The Shares
      issued upon such conversion shall participate only in respect of
      distributions or dividends declared in favour of shareholders of record on
      and after the Business Day immediately after the Date of Conversion or
      such later date as such holder shall become the holder of record of such
      Shares pursuant to Section 6.4(b), from which
      applicable date such Shares will for all purposes be and be deemed to be
      issued and outstanding as fully paid and non-assessable Shares.                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | In the event of a conversion of Debentures into
      Freely-Tradeable Shares where the holder is subject to withholding taxes,
      the Debenture Trustee, only upon receipt of Written Direction of the
      Corporation but for the account of the holder, shall sell, or cause to be
      sold through the investment banks, brokers or dealers selected by the
      Corporation, out of the Freely-Tradeable Shares issued by the Corporation
      for this purpose, such number of Freely-Tradeable Shares that together
      with any cash payment in lieu of fractional Shares, if any, is sufficient
      to yield net proceeds (after payment of all costs) to cover the amount of
      taxes required to be withheld, and shall remit same on behalf of the
      Corporation to the proper tax authorities within the period of time
      prescribed for this purpose under applicable laws. Any amount of net
      proceeds (after payment of all costs) in excess of the amount required by
      applicable law to be withheld will be remitted to the
    Debentureholder.

|6.5 | Adjustment of Conversion
Rate
|--- | -----------------------------

The Conversion Rate in effect at any date shall be subject to
adjustment from time to time as set out below.

| | (a) | If and whenever at any time prior to the Time of Expiry
      the Corporation shall (i) subdivide or redivide the outstanding Shares
      into a greater number of shares, (ii) reduce, combine or consolidate the
      outstanding Shares into a smaller number of shares, or (iii) issue Shares
      or securities convertible into Shares to the holders of all or
      substantially all of the outstanding Shares by way of a dividend or other
      distribution, the Conversion Rate in effect on the effective date of such
      subdivision, redivision, reduction, combination or consolidation or on the
      record date for such issue of Shares by way of a dividend or other
      distribution, as the case may be, shall in the case of any of the events
      referred to in (i) and (iii) above be increased in proportion to the
      number of outstanding Shares resulting from such subdivision, redivision,
      dividend or distribution, or shall, in the case of any of the events
      referred to in (ii) above, be decreased in proportion to the number of
      outstanding Shares resulting from such reduction, combination or
      consolidation. Such adjustment shall be made successively whenever any
      event referred to in this Section 6.5(a)
      shall occur. Any such issue of Shares by way of a dividend
  or distribution shall be deemed to have been made on the
      record date for the dividend or distribution for the purpose of
  calculating the number of outstanding Shares under subsections (b) and (c) of this Section 6.5 .
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 50 -

| | (b) | If and whenever at any time prior to the Time of Expiry
      the Corporation shall fix a record date for the issuance of options,
      rights or warrants to all or substantially all the holders of its
      outstanding Shares entitling them, for a period expiring not more than 45
      days after such record date, to subscribe for or purchase Shares (or
      securities convertible into Shares) at a price per share (or having a
      conversion or exchange price per share) that is less than 95% of the
      Current Market Price of a Share on such record date, the Conversion Rate
      shall be adjusted immediately after such record date so that it shall
      equal the rate determined by multiplying the Conversion Rate in effect on
      such record date by a fraction, of which the denominator shall be the
      total number of Shares outstanding on such record date plus a number of
      Shares equal to the quotient obtained by dividing the aggregate price of
      the total number of additional Shares offered for subscription or purchase
      (or the aggregate conversion or exchange price of the convertible
      securities so offered) by such Current Market Price per Share, and of
      which the numerator shall be the total number of Shares outstanding on
      such record date plus the total number of additional Shares offered for
      subscription or purchase (or into which the convertible securities so
      offered are convertible). Such adjustment shall be made successively
      whenever such a record date is fixed. To the extent that any such options,
      rights or warrants are not so issued or any such options, rights or
      warrants are not exercised prior to the expiration thereof, the Conversion
      Rate shall be readjusted to the Conversion Rate which would then be in
      effect if such record date had not been fixed or to the Conversion Rate
      which would then be in effect if only the number of Shares (or securities
      convertible into Shares) actually issued upon the exercise of such
      options, rights or warrants were included in such fraction, as the case
      may be.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | If and whenever at any time prior to the Time of Expiry
      the Corporation shall fix a record date for the making of a distribution
      to all or substantially all the holders of its outstanding Shares of (i)
      shares of any class other than Shares and other than shares distributed to
      holders of Shares who have elected to receive dividends or other
      distributions in the form of such shares in lieu of dividends or
      distributions paid in the ordinary course, (ii) rights, options or
      warrants (excluding rights, options or warrants described in (b) above),
      (iii) evidences of its indebtedness, or (iv) other assets (including cash
      dividends) then, in each such case, the Conversion Rate shall be adjusted
      immediately after such record date so that it shall equal the rate
      determined by multiplying the Conversion Rate in effect on such record
      date by a fraction, of which the denominator shall be (A) the total number
      of Shares outstanding on such record date multiplied by the Current Market
      Price per Share on such record date, less (B) the fair market value, in US
      dollars (as determined in good faith by the Directors, with the approval
      of the TSX, which determination shall be conclusive), of such shares or
      rights, options or warrants or evidences of indebtedness or assets so
      distributed, and of which the numerator shall be the total number of
      Shares outstanding on such record date multiplied by such Current Market
      Price per Share. Such adjustment shall be made successively whenever such
      a record date is fixed. To the extent that such distribution is not so
      made, the Conversion Rate shall be re-adjusted to the Conversion Rate
      which would then be in effect if such record date had not been fixed or to
      the Conversion Rate which would then be in effect based upon such shares
      or rights, options or warrants or evidences of indebtedness or assets
      actually distributed, as the case may be.                                                                                                      

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- 51 -

| | (d) | If and whenever at any time prior to the Time of Expiry,
      there is a reclassification of the Shares or a capital reorganization or
      recapitalization or change of the Corporation other than as described in
      Section 6.5(a) or a consolidation, amalgamation,
      statutory arrangement, binding share exchange, acquisition of the
      Corporation or merger of the Corporation with or into any other person or
      other entity or other combination pursuant to which the Shares are
      converted into or acquired for cash, securities or other property; or any
      sale or conveyance of the property and assets of the Corporation as an
      entirety or substantially as an entirety to any other person (other than a
      direct or indirect wholly owned Subsidiary of the Corporation) or a
      liquidation, dissolution or winding-up of the Corporation, any holder of a
      Debenture who has not exercised its right of conversion prior to the
      effective time of such reclassification, capital reorganization,
      recapitalization, change, consolidation, amalgamation, arrangement,
      binding share exchange, acquisition, merger, sale, conveyance,
      liquidation, dissolution or winding-up, upon the exercise of such right
      thereafter, shall be entitled to receive and shall accept, in lieu of the
      number of Shares then sought to be acquired by it, the kind and amount of
      cash, the number of shares or other securities or property of the
      Corporation or of the person or other entity resulting from such
      reclassification, capital reorganization, recapitalization, change,
      consolidation, amalgamation, arrangement, binding share exchange,
      acquisition, merger, or to which such sale or conveyance may be made or
      which holders of Shares receive pursuant to such liquidation, dissolution
      or winding-up, as the case may be, that such holder of a Debenture would
      have been entitled to receive on such reclassification, capital
      reorganization, recapitalization, change, consolidation, amalgamation,
      arrangement, binding share exchange, acquisition or merger, sale,
      conveyance, liquidation, dissolution or winding-up, if, on the record date
      or the effective date thereof, as the case may be, the holder had been the
      registered holder of the number of Shares sought to be acquired by it and
      to which it was entitled to acquire upon the exercise of the conversion
      right. The Corporation shall give notice in writing to Debentureholders at
      least 30 days prior to the record date or effective date thereof and by
      press release stating the consideration into which the Debentures will be
      convertible after the record date or effective date thereof. If determined
      appropriate by the Directors to give effect to or to evidence the
      provisions of this Section 6.5(d), the Corporation,
      its successor, or such purchasing person or other entity, as the case may
      be, shall, prior to or contemporaneously with any such reclassification,
      capital reorganization, recapitalization, change, consolidation,
      amalgamation, arrangement, binding share exchange, acquisition, merger,
      sale, conveyance, liquidation, dissolution or winding-up or other similar
      transaction, enter into an indenture which shall provide, to the extent
      possible, for the application of the provisions set out in this Indenture
      with respect to the rights and interests thereafter of the holder of
      Debentures to the end that the provisions set out in this Indenture shall
      thereafter correspondingly be made applicable, as nearly as may reasonably
      be, with respect to any shares or other securities or property to which a
      holder of Debentures is entitled on the exercise of its conversion rights
      thereafter. Any indenture entered into between the Corporation and the
      Debenture Trustee pursuant to the provisions of this Section 6.5(d) shall be a supplemental indenture entered into
      pursuant to the provisions of Article 16. Any
      indenture entered into between the Corporation, any successor to the
      Corporation or such purchasing person or other entity and the Debenture
      Trustee shall provide for adjustments which shall be as nearly equivalent
      as may be practicable to the adjustments provided in this Section 6.5(d) and which shall apply to successive
      reclassifications, capital reorganizations, recapitalizations, changes,
      consolidations, amalgamations, binding share exchanges, acquisitions,
      mergers, sales, transfers, dispositions and to any successive liquidation,
      dissolution or winding up or other similar
transaction.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (e) | If any issuer bid made by the Corporation or any of its
      Subsidiaries for all or any portion of Shares shall expire, then, if the
      issuer bid shall require the payment to shareholders of consideration per
      Share having a fair market value (determined as provided below) that
      exceeds the Current Market Price on the last date (the Expiration
      Date) tenders could have been made pursuant to such issuer bid (as it
      may be amended) (the last time at which such tenders could have been made
      on the Expiration Date is hereinafter sometimes called the Expiration
      Time), then the Conversion Rate shall be adjusted so that the same
      shall equal the rate determined by multiplying the Conversion Rate in
      effect immediately preceding the close of business on the Expiration Date
      by a fraction of which (i) the numerator shall be the sum of (A) the fair
      market value of the aggregate consideration (the fair market value as
      determined in good faith by the board of directors of the Corporation,
      with the approval of the TSX, whose determination shall be conclusive
      evidence of such fair market value and which shall be evidenced by an
      Officers Certificate delivered to the Trustee) payable to shareholders
      based on the acceptance (up to any maximum specified in the terms of the
      issuer bid) of all Shares validly tendered and not withdrawn as of the
      Expiration Time (the Shares deemed so accepted, up to any such maximum,
      being referred to as the Purchased Shares”) and (B) the
      product of the number of Shares outstanding (less any Purchased Shares) at
      the Expiration Time and the Current Market Price on the Expiration Date
      and (ii) the denominator of which shall be the product of the number of
      Shares outstanding (including Purchased Shares) at the Expiration Time
      multiplied by the Current Market Price on the Expiration Date, such
      increase to become effective immediately preceding the opening of business
      on the Business Day following the Expiration Date. In the event that the
      Corporation is obligated to purchase Shares pursuant to any such issuer
      bid, but the Corporation is permanently prevented by applicable law or
      stock exchange rules from effecting any or all such purchases or any or
      all such purchases are rescinded, the Conversion Rate shall again be
      adjusted to be the Conversion Rate which would have been in effect based
      upon the number of Shares actually purchased, if any. If the application
      of this Section 6.5(e) to any issuer bid would
      result in a decrease in the Conversion Rate, no adjustment shall be made
  for such issuer bid under this Section 6.5(e).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | For purposes of this Section 6.5(e), the term “issuer bid”
      shall mean an issuer bid under Applicable Securities Legislation or a
      take-over bid under Applicable Securities Legislation by a Subsidiary of
      the Corporation for the Shares and all references to
      “purchases” of Shares in issuer bids (and all similar
      references) shall mean and include the purchase of Shares in issuer bids
      and all references to “tendered Shares” (and all
      similar references) shall mean and include Shares tendered in issuer
  bids.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (f) | In any case in which this Section 6.5 shall require that an adjustment shall become
      effective immediately after a record date for an event referred to herein,
      the Corporation may defer, until the occurrence of such event, issuing to
      the holder of any Debenture converted after such record date and before
      the occurrence of such event the additional Shares issuable upon such
      conversion by reason of the adjustment required by such event before
      giving effect to such adjustment; provided, however, that the Corporation
      shall deliver to such holder an appropriate instrument evidencing such
      holder’s right to receive such additional Shares upon the
      occurrence of the event requiring such adjustment and the right to receive
      any distributions made on such additional Shares declared in favour of
      holders of record of Shares on and after the Date of Conversion or such
      later date as such holder would, but for the provisions of this Section 6.5(e), have become the holder of record of such
additional Shares pursuant to Section 6.4(b) .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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| | (g) | The adjustments provided for in this Section 6.5 are cumulative and shall apply to successive
      subdivisions, redivisions, reductions, combinations, consolidations,
      distributions, issues or other events resulting in any adjustment under
      the provisions of this Section, provided that, notwithstanding any other
      provision of this Section, no adjustment of the Conversion Rate shall be
      required unless such adjustment would have the effect of increasing or
      decreasing by at least 1% the Conversion Price then in effect; provided
      however, that any adjustments which by reason of this Section 6.5(g) are not required to be made shall be carried
      forward and taken into account in any subsequent adjustment.                                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | For the purpose of calculating the number of Shares
      outstanding, Shares owned by or for the benefit of the Corporation shall
      not be counted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | In the event of any question arising with respect to the
      adjustments provided in this Section 6.5, such
      question shall be conclusively determined by a firm of nationally
      recognized chartered accountants appointed by the Corporation and
      acceptable to the Debenture Trustee (who may be the auditors of the
      Corporation); such accountants shall have access to all necessary records
      of the Corporation and such determination shall be binding upon the
      Corporation, the Debenture Trustee, and the Debentureholders.                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | In case the Corporation shall take any action affecting
      the Shares other than action described in this Section 6.5, which in the opinion of the Directors, would
      materially affect the rights of Debentureholders, the Conversion Rate
      shall be increased in such manner and at such time, by action of the
      Directors, subject to the prior written consent of the TSX (or, if the
      Debentures are not listed thereon, on such other exchange on which the
      Debentures are then listed), as the Directors in their sole discretion may
      determine to be equitable in the circumstances. Failure of the Directors
      to make such an adjustment shall be conclusive evidence that they have
      determined that it is equitable to make no adjustment in the
      circumstances.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) | Subject to the prior written consent of the TSX or such
      other exchange on which the Debentures are then listed, no adjustment in
      the Conversion Rate shall be made in respect of any event described in
      Section 6.5 other than the events described in
      Sections 6.5(a)(i) or 6.5(a)(ii) if the holders of
      the Debentures are entitled to participate in such event on the same terms
      mutatis mutandisas if they had converted their Debentures prior to
      the effective date or record date, as the case may be, of such
    event.                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (l) | Except as stated above in this Section 6.5, no adjustment will be made in the Conversion Rate
      for any Debentures as a result of the issuance of Shares at less than the
      Current Market Price for such Shares on the date of issuance or the then
      applicable Conversion Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|6.6 | No Requirement to Issue Fractional
  Shares
|--- | -------------------------------------------

The Corporation shall not be required to issue fractional
Shares upon the conversion of Debentures pursuant to this Article. If more than
one Debenture shall be surrendered for conversion at one time by the same
holder, the number of whole Shares issuable upon conversion thereof shall be
computed on the basis of the aggregate principal amount of such Debentures to be
converted. If any fractional interest in a Share would, except for the
provisions of this Section, be deliverable upon the conversion of any principal
amount of Debentures, the Corporation shall, in lieu of delivering any
certificate representing such fractional interest, make a cash payment to the
holder of such Debenture of an amount equal to the fractional interest which would have been issuable multiplied
by the Current Market Price on the Date of Conversion of such fractional
interest (less applicable withholding taxes, if any).

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- 54 -

|6.7 | Corporation to Reserve
Shares
|--- | -----------------------------

The Corporation covenants with the Debenture Trustee that it
will at all times reserve and keep available out of its authorized Shares,
solely for the purpose of issue upon conversion of Debentures as provided in
this Article 6, and conditionally allot to
Debentureholders who may exercise their conversion rights hereunder, such number
of Shares as shall then be issuable upon the conversion of all outstanding
Debentures. The Corporation covenants with the Debenture Trustee that all Shares
which shall be so issuable shall be duly and validly issued as fully-paid,
non-assessable Freely-Tradeable Shares.

|6.8 | Cancellation of Converted
  Debentures
|--- | --------------------------------------

Subject to the provisions of Section 6.4
as to Debentures converted in part, all Debentures converted in whole or in part
under the provisions of this Article shall be forthwith delivered to and
cancelled by the Debenture Trustee and no Debenture shall be issued in
substitution therefor.

|6.9 | Certificate as to
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 6.5, deliver an Officer’s
Certificate to the Debenture Trustee specifying the nature of the event
requiring the same and the amount of the adjustment necessitated thereby and
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based, which certificate and the amount of the
adjustment specified therein shall, in the event of any question regarding such
calculation, be verified by an opinion of a firm of nationally recognized
chartered accountants appointed by the Corporation and acceptable to the
Debenture Trustee (who may be the auditors of the Corporation), and shall be
conclusive and binding on all parties in interest. When so approved, the
Corporation shall, except in respect of any subdivision, redivision, reduction,
combination or consolidation of the Shares, forthwith give notice to the
Debenture Trustee for forwarding to the Debentureholders in the manner provided
in Section 14.2 specifying the event requiring such
adjustment or readjustment and the results thereof, including the resulting
Conversion Rate.

|6.10 | Notice of Special Matters
|---- | -------------------------

The Corporation covenants with the Debenture Trustee that so
long as any Debenture remains outstanding, it will give notice to the Debenture
Trustee, and to the Debentureholders in the manner provided in Section 14.2, of its intention to fix a record date for any event
referred to in Section 6.5(a), 6.5(b) or 6.5(c) (other than the
subdivision, redivision, reduction, combination or consolidation of its Shares)
which may give rise to an adjustment in the Conversion Rate, and, in each case,
such notice shall specify the particulars of such event and the record date and
the effective date for such event; provided that the Corporation shall only be
required to specify in such notice such particulars of such event as shall have
been fixed and determined on the date on which such notice is given. Such notice
shall be given not less than 14 days in each case prior to such applicable
record date.

In addition, the Corporation covenants with the Debenture
Trustee that so long as any Debenture remains outstanding, it will give notice
to the Debenture Trustee, and to the Debentureholders in the manner provided in
Section 14.2, at least 30 days prior to the (i) effective
date of any transaction referred to in Section 6.5(d)
stating the consideration into which the Debentures will be convertible after
the effective date of such transaction, and (ii) Expiration Date of any
transaction referred to in Section 6.5(e) stating the
consideration paid per Share in such transaction.

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- 55 -

|6.11 | Protection of Debenture
Trustee
|---- | -------------------------------

Subject to Section 15.4, the Debenture
Trustee:

| | (a) | shall not at any time be under any duty or responsibility
      to any Debentureholder to determine whether any facts exist which may
      require any adjustment in the Conversion Price, 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) | shall not be accountable with respect to the validity or
      value (or the kind or amount) of any Shares or other securities or
      property which may at any time be issued or delivered upon the conversion
      of any Debenture;                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                             
| | (c) | shall not be responsible for any failure of the
      Corporation to make any cash payment or to issue, transfer or deliver
      Shares or Share certificates upon the surrender of any Debenture for the
      purpose of conversion, or to comply with any of the covenants contained in
      this Article; and                         
| |     |                                                                                                                                                                                                                                                                                                                                             
| | (d) | shall be entitled to act and rely on any adjustment
      calculation of the Corporation.                                                                                                                                                                                                                                                   

|6.12 | Payment on Conversion
|---- | ---------------------

Upon conversion of any Debentures, the Corporation has the
right to pay or deliver, as the case may be, Shares (Physical
Settlement), cash (Cash Settlement), or a combination of Shares
and cash (Combination Settlement), as described below. Each of these is
referred to as a Settlement Method below.

| | (a) | All conversions of the Debentures occurring on the same
      day shall be settled using the same Settlement Method.                                                                                                                                                                                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                       
| | (b) | If the Corporation elects a Settlement Method, it will
      specify in a notice delivered to the Debenture Trustee and the
      Debentureholders so converting in accordance with Section 14.2 of the Settlement Method it has selected no later
      than the close of business on the related Date of Conversion.
| |     |                                                                                                                                                                                                                                                                                                                       
| | (c) | If the Corporation does not timely elect a Settlement
      Method for any conversions of Debentures by advising the Debenture Trustee
      and the Debentureholders so converting in accordance with Section 6.12(b), the Corporation will be deemed to have
      elected Physical Settlement.                     
| |     |                                                                                                                                                                                                                                                                                                                       
| | (d) | Settlement amounts will be computed as
  follows:                                                                                                                                                                                                                                                                     

| | (i)  | if the Corporation elects (or is deemed to have elected)
      Physical Settlement, it will deliver to the Debenture Trustee, for
      delivery to the converting Debentureholder, in respect of each
      $1,000 principal amount of Debentures being converted, a number of
  Shares equal to the Conversion Rate (as adjusted in accordance with Article 6);                                                                                                                                                                                                    
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii) | if the Corporation elects Cash Settlement, it will pay to
      the Debenture Trustee, for delivery to the converting Debentureholder, in
      respect of each $1,000 principal amount of Debentures being converted,
      cash in an amount equal to (A) the Trailing Market Price calculated as of
      the Trading Day immediately following the Date of Conversion multiplied by
      (B) the number of Shares that the holder would
have otherwise been entitled to receive on the Date of
  Conversion had the Corporation elected Physical Settlement; and

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- 56 -

| | (iii) | if the Corporation elects Combination Settlement, it will
      pay or deliver, as the case may be, to Debenture Trustee, for delivery to
      the converting Debentureholder in respect of each $1,000 principal amount
      of Debentures being converted, (X) such number of Shares, as determined by
      the Corporation, that are less than the number of Shares that the holder
      would have otherwise been entitled to receive on the Date of Conversion
      had the Corporation elected Physical Settlement (Share Settlement
      Portion); and (Y) cash in an amount equal to the Trailing Market
      Price calculated as of the Trading Day immediately following the Date of
      Conversion multiplied by the difference of: (A) the number of Shares that
      the holder would have otherwise been entitled to receive on the Date of
      Conversion had the Corporation elected Physical Settlement minus (B) the
      Share Settlement Portion.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | Except in the case of an adjustment of the Conversion
      Rate as set forth in Article 6 hereof, the
      Corporation will deliver the consideration due in respect of conversion on
      the third Business Day immediately following the relevant Date of
      Conversion, if it elects Physical Settlement, or on the third Business Day
      immediately following the last Trading Day used to calculate the Trailing
      Market Price, in the case of any other Settlement Method.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | Holders converting their Debentures, unless Cash
      Settlement is selected by the Corporation, will become holders of record
      of Shares on the Business Day immediately following the Date of
      Conversion.                                                                                                                                                                                                                                                                         

ARTICLE 7COVENANTS OF THE CORPORATION

The Corporation hereby covenants and agrees with the Debenture
Trustee for the benefit of the Debenture Trustee and the Debentureholders, that
so long as any Debentures remain outstanding:

|7.1 | To Pay Principal, Premium (if any) and
    Interest
|--- | ---------------------------------------------------

The Corporation will duly and punctually pay or cause to be
paid to every Debentureholder the principal of, premium (if any) and interest
accrued on the Debentures of which it is the holder on the dates, at the places
and in the manner mentioned herein and in the Debentures.

|7.2 | To Pay Debenture Trustees
  Remuneration
|--- | -----------------------------------------

The Corporation will pay the Debenture Trustee reasonable
remuneration for its services as Debenture Trustee hereunder and will repay to
the Debenture Trustee on demand all reasonable amounts which shall have been
paid by the Debenture Trustee in connection with the execution of the trusts
hereby created and such monies including the Debenture Trustees remuneration,
shall be payable out of any funds coming into the possession of the Debenture
Trustee in priority to payment of any principal of the Debentures or interest
thereon. Any amount due under this Section and unpaid thirty days after written
request for such payment shall bear interest from the expiration of such thirty
days at a rate per annum equal to the then rate charged by the Debenture Trustee
under similar indentures from time to time, payable on demand. Such remuneration
shall continue to be payable until the trusts hereof be finally wound up and
whether or not the trusts of this Indenture shall be in the course of
administration by or under the direction of a court of competent jurisdiction.

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- 57 -

|7.3 | To Give Notice of Default
|--- | -------------------------

The Corporation shall promptly notify the Debenture Trustee in
writing upon obtaining knowledge of any Event of Default hereunder.

|7.4 | Preservation of Existence,
etc.
|--- | -------------------------------

Subject to the express provisions hereof, the Corporation will
carry on and conduct its activities, and cause its Subsidiaries to carry on and
conduct their businesses, in a proper, efficient and business-like manner and in
accordance with good business practices; and, subject to the express provisions
hereof and it will do or cause to be done all things necessary to preserve and
keep in full force and effect the existence and right of the Corporation.

|7.5 | Keeping of Books
|--- | ----------------

The Corporation will keep or cause to be kept proper books of
record and account, in which full and correct entries shall be made of all
financial transactions and the assets and business of the Corporation in
accordance with generally accepted accounting principles.

|7.6 | Annual Certificate of
Compliance
|--- | --------------------------------

The Corporation shall deliver to the Debenture Trustee, within
120 days after the end of each calendar year (and at any time upon reasonable
demand by the Debenture Trustee), an Officers Certificate as to the knowledge
of such Director or an Authorized Officer who executes the Officers
Certificate, of the Corporations compliance with all conditions and covenants
of this Indenture certifying that after reasonable investigation and inquiry,
the Corporation has complied with all covenants, conditions or other
requirements contained in this Indenture, the non-compliance with which could,
with the giving of notice, lapse of time or otherwise, constitute an Event of
Default hereunder, or if such is not the case, setting forth with reasonable
particulars the circumstances of any failure to comply and any steps taken or
proposed to be taken to remedy such Event of Default.

|7.7 | No Dividend or Distributions on Shares if Event of
      Default
|--- | ----------------------------------------------------------------

The Corporation shall not declare or make any dividend or
distribution to the holders of its issued and outstanding Shares after the
occurrence of an Event of Default unless and until such default shall have been
cured or waived or shall have ceased to exist.

|7.8 | Performance of Covenants by Debenture
    Trustee
|--- | -------------------------------------------------

If the Corporation shall fail to perform any of its covenants
contained in this Indenture, the Debenture Trustee may notify the
Debentureholders of such failure on the part of the Corporation or may itself
perform any of the covenants capable of being performed by it, but (subject to
Sections 8.2 and 15.4) shall be
under no obligation to do so or to notify the Debentureholders. All reasonable
sums so expended or advanced by the Debenture Trustee shall be repayable as
provided in Section 7.2. No such performance, expenditure
or advance by the Debenture Trustee shall be deemed to relieve the Corporation
of any default hereunder.

|7.9 | Maintain Listing
|--- | ----------------

The Corporation shall use commercially-reasonable efforts to
ensure that the Shares are listed and posted for trading on the NYSE and the TSX
and that the Initial Debentures are listed and posted for trading on the TSX, to
maintain such listing and posting for trading of the Shares on the NYSE and the
TSX and the Initial Debentures on the TSX, and to maintain the Corporations
status as a reporting issuer not in default under Applicable Securities Legislation, in all cases
for as long as any Initial Debentures remain outstanding.

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- 58 -

ARTICLE 8 DEFAULT

|8.1 | Events of Default
|--- | -----------------

Each of the following events constitutes, and is herein
sometimes referred to as, an Event of Default:

| | (a) | failure for 30 days to pay interest on the Debentures
      when due;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | failure to pay principal or premium, if any, (whether by
      way of payment of cash or delivery of Shares) on the Debentures when due
      whether at maturity upon redemption, or a Change of Control, by
      declaration or otherwise;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | default in the delivery, when due, of all cash and any
      Shares or other consideration, including any Make-Whole Premium Shares,
      payable on conversion with respect to the Debentures which default
      continues for 15 days;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | default in the observance or performance of any covenant
      or condition of this Indenture by the Corporation and the failure to cure
      (or obtain a waiver for) such default for a period of 30 days after notice
      in writing has been given to the Corporation by the Debenture Trustee or
      by the holders of not less than 25% in principal amount of the Debentures
      then outstanding specifying such default and requiring the Corporation to
      remedy such default or obtain a waiver for same;                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | if a decree or order of a court having jurisdiction is
      entered adjudging the Corporation a bankrupt or insolvent under the
      Bankruptcy and Insolvency Act(Canada) or any other bankruptcy,
      insolvency or similar laws, or if a sequestration or process of execution
      is issued against, or against any material part of, the property of the
      Corporation or any Material Subsidiary, or appointing a receiver of, or
      any substantial part of, the property of the Corporation or any Material
      Subsidiary or ordering the winding-up or liquidation of its affairs, and
      any such decree or order continues unstayed and in effect for a period of
      60 days;                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | if the Corporation or any Material Subsidiary institutes
      proceedings to be adjudicated bankrupt or insolvent, or consents to the
      institution of bankruptcy or insolvency proceedings against it under the
      Bankruptcy and Insolvency Act(Canada) or any other bankruptcy,
      insolvency or similar laws, or consents to the filing of any such petition
      or to the appointment of a receiver of, or any substantial part of, the
      property of the Corporation or makes a general assignment for the benefit
      of creditors, or admits in writing its inability to pay its debts
      generally as they become due;                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | if an event of default occurs or exists under any
      indenture, agreement or other instrument evidencing or governing
      indebtedness for money borrowed by the Corporation having an outstanding
      principal amount in excess of $25 million (or the equivalent amount in any
      other currency) individually or in the aggregate and (A) as a result of
      such event of default, such indebtedness has become due and payable before
      the date it would otherwise have been due and payable, and (B) the holders
      of such indebtedness are entitled to commence, and have commenced, the
      enforcement of security they hold for such indebtedness (if any) or the exercise of any other
  creditors remedies to collect such indebtedness; or

---

- 59 -

| | (h) | if a resolution is passed for the winding-up or
      liquidation of the Corporation except in the course of carrying out or
      pursuant to a transaction in respect of which the conditions of Section 11.1 are duly observed and
performed.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In each and every such Event of Default the Debenture Trustee
may, in its discretion, but subject to the provisions of this Section, and
shall, upon receipt of a request in writing signed by the holders of not less
than 25% in principal amount of the Debentures then outstanding, (or if the
Event of Default shall exist only in respect of one or more series of Debentures
then outstanding, then upon prior funding and indemnity and receipt of a request
in writing signed by the holders of not less than 25% in principal amount of the
Debentures of such series then outstanding) subject to the provisions of Section
8.3, by notice in writing to the Corporation declare the
principal of, premium, if any, and interest on all Debentures then outstanding
(or, as the case may be, on all Debentures of such series outstanding) and all
other monies outstanding hereunder to be due and payable and the same shall
forthwith become immediately due and payable to the Debenture Trustee, and the
Corporation shall forthwith pay to the Debenture Trustee for the benefit of the
Debentureholders such principal (and premium, if any), accrued and unpaid
interest and interest on amounts in default on such Debentures (and, where such
a declaration is based upon a voluntary winding-up or liquidation of the
Corporation, the premium, if any, on the Debentures then outstanding which would
have been payable upon the redemption thereof by the Corporation on the date of
such declaration) and all other monies outstanding hereunder, together with
subsequent interest at the rate borne by the Debentures on such principal (and
premium, if any), interest and such other monies from the date of such
declaration until payment is received by the Debenture Trustee, such subsequent
interest to be payable at the times and places and in the monies mentioned in
and according to the tenor of the Debentures. Such payment when made shall be
deemed to have been made in discharge of the Corporation’s obligations
hereunder and any monies so received by the Debenture Trustee shall be applied
in the manner provided in Section 8.6.

For greater certainty, for the purposes of this Section 8.1, a series of Debentures shall be in default in respect
of an Event of Default if such Event of Default relates to a default in the
payment of principal, premium, if any, or interest on the Debentures of such
series in which case references to Debentures in this Section 8.1 shall refer to
Debentures of that particular series.

For the purposes of this Article 8,
where the Event of Default refers to an Event of Default with respect to a
particular series of Debentures as described in this Section 8.1, then this Article 8 shall apply
mutatis mutandisto the Debentures of such series and references in this
Article 8 to the Debentures shall mean Debentures of the particular series and
references to the Debentureholders shall refer to the Debentureholders of the
particular series, as applicable.

|8.2 | Notice of Events of
Default
|--- | ---------------------------

If an Event of Default shall occur and be continuing the
Debenture Trustee shall, within 30 days after it receives written notice or
otherwise becomes aware of the occurrence of such Event of Default, give notice
of such Event of Default to the Debentureholders in the manner provided in
Section 14.2, provided that notwithstanding the
foregoing, unless the Debenture Trustee shall have been requested to do so by
the holders of at least 25% of the principal amount of the Debentures then
outstanding, the Debenture Trustee shall not be required to give such notice if
the Debenture Trustee in good faith shall have determined that the withholding
of such notice is in the best interests of the Debentureholders and shall have
so advised the Corporation in writing.

---

- 60 -

When notice of the occurrence of an Event of Default has been
given and the Event of Default is thereafter cured, notice that the Event of
Default is no longer continuing shall be given by the Debenture Trustee to the
Debentureholders within 15 days after the Debenture Trustee becomes aware the
Event of Default has been cured.

|8.3 | Waiver of Default
|--- | -----------------

Upon the happening of any Event of Default hereunder:

| | (a) | the holders of the Debentures shall have the power (in
      addition to the powers exercisable by Extraordinary Resolution as
      hereinafter provided) by requisition in writing by the holders of a
      majority of the principal amount of Debentures then outstanding, to
      instruct the Debenture Trustee to waive any Event of Default and to cancel
      any declaration made by the Debenture Trustee pursuant to Section 8.1 and the Debenture Trustee shall thereupon waive
      the Event of Default and cancel such declaration, or either, upon such
      terms and conditions as shall be prescribed in such requisition; provided
      that notwithstanding the foregoing if the Event of Default has occurred by
      reason of the non- observance or non-performance by the Corporation of any
      covenant applicable only to one or more series of Debentures, then the
      holders of more than 50% of the principal amount of the outstanding
      Debentures of that series shall be entitled to exercise the foregoing
      power and the Debenture Trustee shall so act and it shall not be necessary
      to obtain a waiver from the holders of any other series of Debentures;
      and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | the Debenture Trustee, so long as it has not become bound
      to declare the principal and interest on the Debentures then outstanding
      to be due and payable, or to obtain or enforce payment of the same, shall
      have power to waive any Event of Default if, in the Debenture Trustees
      opinion, the same shall have been cured or adequate satisfaction made
      therefor, and in such event to cancel any such declaration theretofore
      made by the Debenture Trustee in the exercise of its discretion, upon such
      terms and conditions as the Debenture Trustee may deem
  advisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

No such act or omission either of the Debenture Trustee or of
the Debentureholders shall extend to or be taken in any manner whatsoever to
affect any subsequent Event of Default or the rights resulting therefrom.

|8.4 | Enforcement by the Debenture
  Trustee
|--- | --------------------------------------

Subject to the provisions of Section 8.3 and to the provisions
of any Extraordinary Resolution that may be passed by the Debentureholders and
to the provisions of this Section, if the Corporation shall fail to pay to the
Debenture Trustee, forthwith after the same shall have been declared to be due
and payable under Section 8.1, the principal of and
premium (if any) and interest on all Debentures then outstanding, together with
any other amounts due hereunder, the Debenture Trustee may in its discretion and
shall upon receipt of a request in writing signed by the holders of not less
than 25% in principal amount of the Debentures then outstanding and upon being
funded and indemnified to its reasonable satisfaction against all costs,
expenses and liabilities to be incurred, proceed in its name as trustee
hereunder to obtain or enforce payment of such principal of and premium (if any)
and interest on all the Debentures then outstanding together with any other
amounts due hereunder by such proceedings authorized by this Indenture or by law
as the Debenture Trustee in such request shall have been directed to take, or if
such request contains no such direction, or if the Debenture Trustee shall act
without such request, then by such proceedings authorized by this Indenture or
by law as the Debenture Trustee shall deem expedient.

---

- 61 -

The Debenture Trustee shall be entitled and empowered, either
in its own name or as trustee, or as attorney for the holders of the Debentures,
or in any one or more of such capacities, to file such proof of debt, amendment
of proof of debt, claim, petition or other document as may be necessary or
advisable in order to have the claims of the Debenture Trustee and of the
holders of the Debentures allowed in any insolvency, bankruptcy, liquidation or
other judicial proceedings relative to the Corporation or its creditors or
relative to or affecting its property. The Debenture Trustee is hereby
irrevocably appointed (and the successive respective holders of the Debentures
by taking and holding the same shall be conclusively deemed to have so appointed
the Debenture Trustee) the true and lawful attorney of the respective holders of
the Debentures with authority to make and file in the respective names of the
holders of the Debentures or on behalf of the holders of the Debentures as a
class, subject to deduction from any such claims of the amounts of any claims
filed by any of the holders of the Debentures themselves, any proof of debt,
amendment of proof of debt, claim, petition or other document in any such
proceedings and to receive payment of any sums becoming distributable on account
thereof, and to execute any such other papers and documents and to do and
perform any and all such acts and things for and on behalf of such holders of
the Debentures, as may be necessary or advisable in the opinion of the Debenture
Trustee, in order to have the respective claims of the Debenture Trustee and of
the holders of the Debentures against the Corporation or its property allowed in
any such proceeding, and to receive payment of or on account of such claims;
provided, however, that subject to Section 8.3, nothing
contained in this Indenture shall be deemed to give to the Debenture Trustee,
unless so authorized by Extraordinary Resolution, any right to accept or consent
to any plan of reorganization or otherwise by action of any character in such
proceeding to waive or change in any way any right of any Debentureholder.

The Debenture Trustee shall also have the power at any time and
from time to time to institute and to maintain such suits and proceedings as it
may be advised shall be necessary or advisable to preserve and protect its
interests and the interests of the Debentureholders.

All rights of action hereunder may be enforced by the Debenture
Trustee without the possession of any of the Debentures or the production
thereof at trial or other proceedings relating thereto. Any such suit or
proceeding instituted by the Debenture Trustee shall be brought in the name of
the Debenture Trustee as trustee of an express trust, and any recovery of
judgment shall be for the rateable benefit of the holders of the Debentures
subject to the provisions of this Indenture. In any proceeding brought by the
Debenture Trustee (and also any proceeding in which a declaratory judgment of a
court may be sought as to the interpretation or construction of any provision of
this Indenture, to which the Debenture Trustee shall be a party) the Debenture
Trustee shall be held to represent all the holders of the Debentures, and it
shall not be necessary to make any holders of the Debentures parties to any such
proceeding.

|8.5 | No Suits by
Debentureholders
|--- | ----------------------------

No holder of any Debenture shall have any right to institute
any action, suit or proceeding for the purpose of enforcing payment of the
principal of, or premium (if any), or interest on the Debentures or for the
execution of any trust or power hereunder or for the appointment of a liquidator
or receiver or for a receiving order under the Bankruptcy and Insolvency Act(Canada) or to have the Corporation wound up or to file or prove a claim in
any liquidation or bankruptcy proceeding or for any other remedy hereunder,
unless: (a) such holder shall previously have given to the Debenture Trustee
written notice of the happening of an Event of Default hereunder; (b) the
Debentureholders by Extraordinary Resolution or by written instrument signed by
the holders of at least 25% in principal amount of the Debentures then
outstanding shall have made a request to the Debenture Trustee and the Debenture
Trustee shall have been afforded reasonable opportunity either itself to proceed
to exercise the powers hereinbefore granted or to institute an action, suit or
proceeding in its name for such purpose; (c) the Debentureholders or any of them
shall have furnished to the Debenture Trustee, when so requested by the
Debenture Trustee, sufficient funds and security and indemnity satisfactory to
it against the costs, expenses and liabilities to be incurred therein or thereby; and (d) the Debenture Trustee
shall have failed to act within a reasonable time after such notification,
request and offer of indemnity and such notification, request and offer of
indemnity are hereby declared in every such case, at the option of the Debenture
Trustee, to be conditions precedent to any such proceeding or for any other
remedy hereunder by or on behalf of the holder of any Debentures.

---

- 62 -

|8.6 | Application of Monies by Debenture
  Trustee
|--- | --------------------------------------------

| | (a) | Except as herein otherwise expressly provided, any monies
      received by the Debenture Trustee from the Corporation pursuant to the
      foregoing provisions of this Article 8, or as a
      result of legal or other proceedings or from any trustee in bankruptcy or
      liquidator of the Corporation, shall be applied, together with any other
      monies in the hands of the Debenture Trustee available for such purpose,
      as follows:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)   | first, in payment or in reimbursement to the Debenture
      Trustee of its compensation, and reasonable costs, charges, expenses,
      borrowings, advances or other monies furnished or provided by or at the
      instance of the Debenture Trustee in or about the execution of its trusts
      under, or otherwise in relation to, this Indenture, with interest thereon
      as herein provided;                                                                                                                                                                                                                                                                                                                                                              
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii)  | second, but subject as hereinafter in this Section 8.6
      provided, in payment, rateably and proportionately to (and in the case of
      applicable withholding taxes, if any, on behalf of) the holders of
      Debentures, of the principal of and premium (if any) and accrued and
      unpaid interest and interest on amounts in default on the Debentures which
      shall then be outstanding in the priority of principal first and then
      premium (if any) and then accrued and unpaid interest and interest on
      amounts in default unless otherwise directed by Extraordinary Resolution
      and in that case in such order or priority as between principal, premium
      (if any) and interest as may be directed by such resolution; and
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iii) | third, in payment of the surplus, if any, of such monies
      to the Corporation or its assigns;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iv)  | provided, however, that no payment shall be made pursuant
      to clause (ii) above in respect of the principal, premium (if any) or
      interest on any Debenture held, directly or indirectly, by or for the
      benefit of the Corporation or any Subsidiary (other than any Debenture
      pledged for value and in good faith to a person other than the Corporation
      or any Subsidiary but only to the extent of such persons interest
      therein) except subject to the prior payment in full of the principal,
      premium (if any) and interest (if any) on all Debentures which are not so
      held.                                                                                                                                       

| | (b) | The Debenture Trustee shall not be bound to apply or make
      any partial or interim payment of any monies coming into its hands if the
      amount so received by it, after reserving therefrom such amount as the
      Debenture Trustee may think necessary to provide for the payments
      mentioned in Section 8.6(a), is insufficient to
      make a distribution of at least 2% of the aggregate principal amount of
      the outstanding Debentures, but it may retain the money so received by it
      and invest or deposit the same as provided in Section 15.10 until the money or the investments representing
      the same, with the income derived therefrom, together with any other
      monies for the time being under its control shall be sufficient for the
      said purpose or until it shall consider it advisable to apply the same in
      the manner hereinbefore set out. The foregoing shall, however, not apply
      to a final payment or distribution hereunder.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 63 -

|8.7 | Notice of Payment by Debenture
  Trustee
|--- | ----------------------------------------

Not less than 15 days’ notice shall be given in the
manner provided in Section 14.2 by the Debenture Trustee
to the Debentureholders of any payment to be made under this Article 8. Such notice shall state the time when and place
where such payment is to be made and also the liability under this Indenture to
which it is to be applied. After the day so fixed, unless payment shall have
been duly demanded and have been refused, the Debentureholders will be entitled
to interest only on the balance (if any) of the principal monies, premium (if
any) and interest due (if any) to them, respectively, on the Debentures, after
deduction of the respective amounts payable in respect thereof on the day so
fixed.

|8.8 | Debenture Trustee May Demand Production of
      Debentures
|--- | -----------------------------------------------------------

The Debenture Trustee shall have the right to demand production
of the Debentures in respect of which any payment of principal, interest or
premium (if any) required by this Article 8 is made and
may cause to be endorsed on the same a memorandum of the amount so paid and the
date of payment, but the Debenture Trustee may, in its discretion, dispense with
such production and endorsement, upon such indemnity being given to it and to
the Corporation as the Debenture Trustee shall deem sufficient.

|8.9 | Remedies Cumulative
|--- | -------------------

No remedy herein conferred upon or reserved to the Debenture
Trustee, or upon or to the holders of Debentures is intended to be exclusive of
any other remedy, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or now existing or
hereafter to exist by law or by statute.

|8.10 | Judgment Against the
Corporation
|---- | --------------------------------

The Corporation covenants and agrees with the Debenture Trustee
that, in case of any judicial or other proceedings to enforce the rights of the
Debentureholders, judgment may be rendered against it in favour of the
Debentureholders or in favour of the Debenture Trustee, as trustee for the
Debentureholders, for any amount which may remain due in respect of the
Debentures and premium (if any) and the interest thereon and any other monies
owing hereunder.

|8.11 | Immunity of Directors, Officers and
  Others
|---- | --------------------------------------------

The Debentureholders and the Debenture Trustee hereby waive and
release any right, cause of action or remedy now or hereafter existing in any
jurisdiction against any past, present or future officer or director of any
entity of the Primero Group, any Director or any holder of Shares or of any
successor thereto, for the payment of the principal of or premium or interest on
any of the Debentures or on any covenant, agreement, representation or warranty
by the Corporation contained herein or in the Debentures.

ARTICLE 9 SATISFACTION AND DISCHARGE

|9.1 | Cancellation and
Destruction
|--- | ----------------------------

All Debentures shall forthwith after payment thereof be
delivered to the Debenture Trustee and cancelled by it. All Debentures cancelled
or required to be cancelled under this or any other provision of this Indenture
shall, if not already cancelled, be cancelled and perforated by the Debenture
Trustee and, if required by the Corporation, the Debenture Trustee shall furnish
to it a destruction certificate setting out the designating numbers of the
Debentures so destroyed.

---

- 64 -

|9.2 | Non-Presentation of
Debentures
|--- | ------------------------------

In case the holder of any Debenture shall fail to present the
same for payment on the date on which the principal, premium (if any) or the
interest thereon or represented thereby becomes payable either at maturity or
otherwise or shall not accept payment on account thereof and give such receipt
therefor, if any, as the Debenture Trustee may require:

| | (a) | the Corporation shall be entitled to pay or deliver to
      the Debenture Trustee and direct the Debenture Trustee to set
  aside;                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                           
| | (b) | in respect of monies or Shares in the hands of the
      Debenture Trustee which may or should be applied to the payment of the
      Debentures, the Corporation shall be entitled to direct the Debenture
      Trustee to set aside; or
| |     |                                                                                                                                                                                                                                           
| | (c) | if the redemption was pursuant to notice given by the
      Debenture Trustee, the Debenture Trustee may itself set
  aside,                                                                                                              

the monies or Shares, as the case may be, in trust to be paid
to the holder of such Debenture upon due presentation or surrender thereof in
accordance with the provisions of this Indenture; and thereupon the monies or
Shares payable on or represented by each Debenture in respect whereof such
monies or Shares, if applicable, have been set aside shall be deemed to have
been paid and the holder thereof shall thereafter have no right in respect
thereof except that of receiving delivery and payment of the monies or Shares,
if applicable, (less applicable withholding taxes, if any) so set aside by the
Debenture Trustee upon due presentation and surrender thereof, subject always to
the provisions of Section 9.3 .

|9.3 | Repayment of Unclaimed Monies or
  Shares
|--- | -----------------------------------------

Subject to applicable law, any monies or Shares, if applicable,
set aside under Section 9.2 and not claimed by and paid to holders of Debentures
as provided in Section 9.2 within six years after the date of such setting aside
shall be repaid and delivered to the Corporation by the Debenture Trustee and
thereupon the Debenture Trustee shall be released from all further liability
with respect to such monies or Shares, if applicable, and thereafter the holders
of the Debentures in respect of which such monies or Shares, if applicable, were
so repaid to the Corporation shall have no rights in respect thereof except to
obtain payment and delivery of the monies or Shares, as applicable and without
interest, from the Corporation subject to any prescription provided by the laws
of the Province of Ontario. Notwithstanding the foregoing, the Debenture Trustee
will pay any remaining funds prior to the expiry of six years after the setting
aside described in Section 9.2 to the Corporation upon receipt from the
Corporation, or one of its Subsidiaries, of an uncontested letter of credit from
a Canadian chartered bank in an amount equal to or in excess of the amount of
the remaining funds. If the remaining funds are paid to the Corporation prior to
the expiry of six years after such setting aside, the Corporation shall
reimburse the Debenture Trustee for any amounts so set aside which are required
to be paid by the Debenture Trustee to a holder of a Debenture after the date of
such payment of the remaining funds to the Corporation but prior to six years
after such setting aside.

|9.4 | Discharge
|--- | ---------

The Debenture Trustee shall at the written request of the
Corporation release and discharge this Indenture and execute and deliver such
instruments as it shall be advised by Counsel are requisite for that purpose and
to release the Corporation from its covenants herein contained (other than the
provisions relating to the indemnification of the Debenture Trustee), upon proof
being given to the reasonable satisfaction of the Debenture Trustee that the
principal and premium (if any) of and interest (including interest on amounts in
default, if any), on all the Debentures and all other monies payable hereunder
have been paid or satisfied or that all the Debentures having matured or
having been duly called for redemption, payment of the principal of and interest
(including interest on amounts in default, if any) on such Debentures and of all
other monies payable hereunder has been duly and effectually provided for in
accordance with the provisions hereof.

---

- 65 -

|9.5 | Satisfaction
|--- | ------------

| | (a) | The Corporation shall be deemed to have fully paid,
      satisfied and discharged all of the outstanding Debentures of any series
      and the Debenture Trustee, at the expense of the Corporation, shall
      execute and deliver proper instruments acknowledging the full payment,
      satisfaction and discharge of such Debentures, when, with respect to all
      of the outstanding Debentures or all of the outstanding Debentures of any
      series, as applicable, either:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)  | the Corporation has deposited or caused to be deposited
      with the Debenture Trustee as trust funds or property in trust for the
      purpose of making payment on such Debentures, an amount in money or
      Shares, if applicable, sufficient to pay, satisfy and discharge the entire
      amount of principal, premium, if any, and interest, if any, to maturity or
      any repayment date or Redemption Dates or any Change of Control Purchase
      Date or upon conversion or otherwise, as the case may be, of such
      Debentures (including the maximum amount of Shares that may be payable as
      Make-Whole Premium Shares); or
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii) | the Corporation has deposited or caused to be deposited
      with the Debenture Trustee as property in trust for the purpose of making
      payment on such Debentures:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| | (A) | if the Debentures are issued in US dollars, such amount
      in US dollars of direct obligations of, or obligations the principal and
      interest of which are guaranteed by, the United States Government, the
      Government of Canada or Shares, if applicable; or                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (B) | if the Debentures are issued in a currency other than US
      dollars, cash in the currency in which the Debentures are payable and/or
      such amount in such currency of direct obligations of, or obligations the
      principal and interest of which are guaranteed by, the Government of
      Canada or the government that issued the currency in which the Debentures
      are payable or Shares, if applicable;

as will be sufficient to pay and
discharge the entire amount of principal, premium, if any, and accrued and
unpaid interest to maturity or any repayment date, as the case may be, of all
such Debentures; and in either event:

| | (iii) | the Corporation has paid, caused to be paid or made
      provisions to the satisfaction of the Debenture Trustee for the payment of
      all other sums payable or which may be payable (including the maximum
      number of Shares that may be issuable as Make-Whole Premium Shares) with
      respect to all of such Debentures (together with all reasonable expenses
      of the Debenture Trustee in connection with the payment of such
      Debentures); and
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 66 -

| | (iv) | the Corporation has delivered to the Debenture Trustee an
      Officers Certificate stating that all conditions precedent herein
      provided relating to the payment, satisfaction and discharge of all such
      Debentures have been complied with.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any deposits with the Debenture Trustee referred to in this
Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or
trust agreement in form and substance satisfactory to the Debenture Trustee and
the Corporation and which provides for the due and punctual payment of the
principal of, and interest and premium, if any, on the Debentures being
satisfied.

| | (b) | Upon the satisfaction of the conditions set out in this
      Section 9.5 with respect to all the outstanding
      Debentures, or all the outstanding Debentures of any series, as
      applicable, the terms and conditions of the Debentures, including the
      terms and conditions with respect thereto set out in this Indenture (other
      than those contained in Article 2, 4 and 6 and
      Section 8.4 and the provisions of Article 1 pertaining to the foregoing provisions) shall
      no longer be binding upon or applicable to the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | Any funds or obligations deposited with the Debenture
      Trustee pursuant to this Section 9.5 shall be
      denominated in the currency or denomination of the Debentures in respect
      of which such deposit is made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | If the Debenture Trustee is unable to apply any money or
      securities in accordance with this Section 9.5 by
      reason of any legal proceeding or any order or judgment of any court or
      governmental authority enjoining, restraining or otherwise prohibiting
      such application, the Corporation’s obligations under this
      Indenture and the affected Debentures shall be revived and reinstated as
      though no money or securities had been deposited pursuant to this Section
      9.5 until such time as the Debenture Trustee is
      permitted to apply all such money or securities in accordance with this
      Section 9.5, provided that if the Corporation has
      made any payment in respect of principal, premium or interest on
      Debentures or, as applicable, other amounts because of the reinstatement
      of its obligations, the Corporation shall be subrogated to the rights of
      the holders of such Debentures to receive such payment from the money or
securities held by the Debenture Trustee.

|9.6 | Continuance of Rights, Duties and
    Obligations
|--- | -------------------------------------------------

| | (a) | Where trust funds or trust property have been deposited
      pursuant to Section 9.5, the holders of Debentures
      and the Corporation shall continue to have and be subject to their
      respective rights, duties and obligations under Article
      2, Article 4 and Article
      6 and the provisions of Article 1 pertaining to
      the foregoing provisions, as may be applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | In the event that, after the deposit of trust funds or
      trust property pursuant to Section 9.5 in respect
      of a series of Debentures (the “Defeased
      Debentures”), any holder of any of the Defeased Debentures
      from time to time converts its Debentures to Shares or other securities of
      the Corporation in accordance with Subsection 2.4(e), Article 6 or any other
      provision of this Indenture, the Debenture Trustee shall upon receipt of a
      Written Direction of the Corporation return to the Corporation from time
      to time the proportionate amount of the trust funds or other trust
      property deposited with the Debenture Trustee pursuant to Section 9. 5 in respect of the Defeased Debentures which is
      applicable to the Defeased Debentures so converted (which amount shall be
      based on the applicable principal amount of the Defeased Debentures being
      converted in relation to the aggregate outstanding principal amount of all
the Defeased Debentures).

---

- 67 -

| | (c) | In the event that, after the deposit of trust funds or
      trust property pursuant to Section 9.5, the
      Corporation is required to purchase any outstanding Debentures pursuant to
      Subsection 2.4(i) in relation to Initial Debentures
      or to purchase or make an offer to purchase Debentures pursuant to any
      other similar provisions relating to any other series of Debentures, the
      Corporation shall be entitled to use any trust money or trust property
      deposited with the Debenture Trustee pursuant to Section 9.5 for the purpose of paying to any holders of
      Defeased Debentures who have accepted any such offer of the Corporation
      the Offer Price payable to such holders in respect of such offer to
      purchase the Initial Debentures (or the total offer price payable in
      respect of an offer relating to any other series of Debentures). Upon
      receipt of a Written Direction from the Corporation, the Debenture Trustee
      shall be entitled to pay to such holder from such trust money or trust
      property deposited with the Debenture Trustee pursuant to Section 9.5 in respect of the Defeased Debentures which is
      applicable to the Defeased Debentures held by such holders who have
      accepted any such offer from the Corporation (which amount shall be based
      on the applicable principal amount of the Defeased Debentures held holders
      that accept any such offer in relation to the aggregate outstanding
      principal amount of all the Defeased Debentures).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 10SHARE INTEREST PAYMENT ELECTION

|10.1 | Share Interest Payment
Election
|---- | -------------------------------

| | (a) | Provided that no Event of Default has occurred and is
      continuing under this Indenture and that all applicable regulatory
      approvals have been obtained (including any required approval of any stock
      exchange on which the Debentures or Shares are then listed and subject to
      Applicable Securities Legislation), the Corporation shall have the right,
      from time to time to pay the Interest Obligation on an Interest Payment
      Date (i) in cash; (ii) by delivering sufficient Shares to the Debenture
      Trustee, for sale on behalf of the Corporation, in which event holders of
      the Debentures will be entitled to receive a cash payment equal to the
      interest payable from the proceeds of the sale of such Shares; or (iii)
      any combination of (i) and (ii) above, by making a Share Interest Payment
      Election in respect of any Interest Obligation, in whole or in part, and
      by delivering a Share Interest Payment Election Notice to the Debenture
      Trustee no later than the earlier of: (i) the date required by applicable
      law or the rules of any stock exchange on which the Debentures or Shares
      are then listed, and (ii) the day which is 15 Business Days prior to the
      Interest Payment Date to which the Share Interest Payment Election
      relates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | Upon receipt of a Share Interest Payment Election Notice,
      the Debenture Trustee shall, in accordance with this Article 10 and such Share Interest Payment Election
      Notice, deliver Share Bid Requests to the investment banks, brokers or
      dealers identified by the Corporation, in its absolute discretion, in the
      Share Interest Payment Election Notice. In connection with the Share
      Interest Payment Election, the Debenture Trustee shall: (i) accept
      delivery of the Shares from the Corporation and process the Shares in
      accordance with the Share Interest Payment Election Notice and this Article 10; (ii) accept bids with respect to, and
      consummate sales of, such Shares, each as the Corporation, in the form of
      a Written Direction of the Corporation, shall direct in its absolute
      discretion through the investment banks, brokers or dealers identified by
      the Corporation in the Share Interest Payment Election Notice; (iii)
      invest the proceeds of such sales on the direction of the Corporation in
      Government Obligations which mature prior to the applicable Interest
      Payment Date and use such proceeds to pay the Interest Obligation in
      respect of which the Share Interest Payment Election was made; (iv)
      deliver proceeds to holders of Debentures to satisfy all or a portion of the
      Corporations Interest Obligations, as directed by the Corporation in the
      Share Interest Payment Election Notice; and (v) perform any other action
      necessarily incidental thereto. The Share Interest Payment Election Notice
      shall direct the Debenture Trustee to solicit and accept only, and each
      Share Bid Request shall provide that the acceptance of any bid is
      conditional on the acceptance of, sufficient bids to result in aggregate
      proceeds from such issue and sale of Shares which, together with the cash
      payments to be made by the Corporation in lieu of fractional Shares, if
  any, equal the Interest Obligation on the Share Delivery Date.

---

- 68 -

| | (c) | The Share Interest Payment Election Notice shall provide
      for, and all bids shall be subject to, the right of the Corporation, by
      delivering written notice to the Debenture Trustee at any time prior to
      the consummation of such delivery and sale of the Shares on the Share
      Delivery Date, to withdraw the Share Interest Payment Election (which
      shall have the effect of withdrawing each related Share Bid Request),
      whereupon the Corporation shall be obliged to pay in cash the Interest
      Obligation in respect of which the Share Interest Payment Election Notice
      has been delivered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | Any sale of Shares pursuant to this Article 10 may be made to one or more persons whose
      bids are solicited, but all such sales with respect to a particular Share
      Interest Payment Election shall take place concurrently on the Share
      Delivery Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | The amount received in cash by a holder of a Debenture in
      respect of the Interest Obligation or the entitlement thereto will not be
      affected by whether or not the Corporation elects to satisfy the Interest
      Obligation pursuant to a Share Interest Payment Election.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | The Debenture Trustee shall inform the Corporation
      promptly following receipt of any bid or bids for Shares solicited
      pursuant to the Share Bid Requests. The Debenture Trustee shall accept
      such bid or bids as the Corporation, in its absolute discretion, shall
      direct by Written Direction of the Corporation, provided that the
      aggregate proceeds of all sales of Shares resulting from the acceptance of
      such bids, together with the amount of any cash payment by the Corporation
      in lieu of any fractional Shares, on the Share Delivery Date, must be
      equal to the related Share Interest Payment Election Amount in connection
      with any bids so accepted, the Corporation, the Debenture Trustee (if
      required by the Corporation in its absolute discretion) and the applicable
      bidders shall, not later than the Share Delivery Date, enter into Share
      Purchase Agreements and shall comply with all Applicable Securities
      Legislation, including the securities rules and regulations of any stock
      exchange on which the Debentures or Shares are then listed. The
      Corporation shall pay all fees and expenses in connection with the Share
      Purchase Agreements including the fees and commissions charged by the
      investment banks, brokers and dealers and the reasonable fees of the
      Debenture Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | Provided that: (i) all conditions specified in each Share
      Purchase Agreement to the closing of all sales thereunder have been
      satisfied, other than the delivery of the Shares to be sold thereunder
      against payment of the purchase price thereof; and (ii) the purchasers
      under each Share Purchase Agreement shall be ready, willing and able to
      perform thereunder, in each case on the Share Delivery Date, the
      Corporation shall, on the Share Delivery Date, deliver to the Debenture
      Trustee the Shares to be sold on such date, an amount in cash equal to the
      value of any fractional Shares and an Officers Certificate to the effect
      that all conditions precedent to such sales, including those set out in
      this Indenture and in each Share Purchase Agreement, have been satisfied.
      Upon such deliveries, the Debenture Trustee shall consummate such sales on
      such Share Delivery Date on behalf of the Corporation by the delivery of the
      Shares to such purchasers against payment to the Debenture Trustee in
      immediately available funds of the purchase price therefore in an
      aggregate amount equal to the Share Interest Payment Election Amount (less
      any amount attributable to any fractional Shares), whereupon the sole
      right of a holder of Debentures to receive such holders portion of the
      Share Interest Payment Election Amount will be to receive same from the
      Debenture Trustee out of the proceeds of such sales of Shares plus any
      amount received by the Debenture Trustee from the Corporation attributable
      to any fractional Shares in full satisfaction of the Interest Obligation
      and the holder will have no further recourse to the Corporation in respect
      of the Interest Obligation.

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- 69 -

| | (h) | The Debenture Trustee shall, on the Share Delivery Date,
      use the sale proceeds of the Shares (together with any cash received from
      the Corporation in lieu of any fractional Shares) to purchase, on the
      direction of the Corporation in writing, Government Obligations which
      mature prior to the applicable Interest Payment Date and which the
      Debenture Trustee is required to hold until maturity (the Share
      Proceeds Investment) and shall, on such date, deposit the balance, if
      any, of such sale proceeds in an account established by the Corporation
      (and which shall be maintained by and subject to the control of the
      Debenture Trustee) (the Interest Account) for such Debentures.
      The Debenture Trustee shall hold such Share Proceeds Investment (but not
      income earned thereon or therefrom) under its exclusive control as
      security for the benefit of the holders of the Debentures. At least one
      Business Day prior to the Interest Payment Date, the Debenture Trustee
      shall deposit amounts from the proceeds of the Share Proceeds Investment
      in the Interest Account to bring the balance of the Interest Account to
      the Share Interest Payment Election Amount. On the Interest Payment Date,
      the Debenture Trustee shall pay the funds held in the Interest Account to
      the holders of record of the Debentures on the Interest Payment Date (less
      any tax required to be deducted, if any) and, provided that there is no
      Event of Default, shall remit amounts, if any, in respect of income earned
      on the Share Proceeds Investment or otherwise in excess of the Share
      Interest Payment Election Amount to the Corporation.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (i) | Neither the making of a Share Payment Election nor the
      consummation of sales of Shares on a Share Delivery Date shall (i) result
      in the holders of the Debentures not being entitled to receive on the
      applicable Interest Payment Date cash in an aggregate amount equal to the
      Interest Obligation payable on such date or (ii) entitle or require such
      holders to receive any Shares in satisfaction of such Interest
      Obligation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (j) | No fractional Shares will be issued in satisfaction of
      interest but in lieu thereof the Corporation will satisfy such fractional
      interest by a cash payment equal to the Current Market Price of such
      fractional interest (less any tax required to be deducted, if any). The
      Debenture Trustee shall be entitled to rely on the calculations of the
      Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

ARTICLE 11 SUCCESSORS

|11.1 | Restrictions on Amalgamation, Merger and Sale of
      Certain Assets, etc.
|---- | ---------------------------------------------------------------------------

Subject to the provisions of Article 12,
the Corporation shall not, without the consent of holders of all the then
outstanding Debentures, consolidate or amalgamate with or merge into any person
or sell, convey, transfer or lease all or substantially all of the properties
and assets of the Corporation to another person (other than one of the
Corporation’s direct or indirect wholly-owned Subsidiaries), unless:

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- 70 -

| | (a) | prior to or contemporaneously with the consummation of
      such transaction the Corporation and the resulting, surviving, continuing
      or transferee person (the Successor) shall have executed such
      instruments and done such things as are necessary to ensure that upon the
      consummation of such transaction:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)   | the Successor has assumed all the obligations of the
      Corporation under this Indenture and the Debentures;                                                                                              
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                              
| | (ii)  | the Successor is organized and existing under the laws of
      Canada or the United States or any province, territory or state, as the
      case may be, thereof;                                          
| |       |                                                                                                                                                                                                              
| | (iii) | the Debentures will be valid and binding obligations of
      the Successor entitling the holders thereof, as against the Successor, to
      all the rights of Debentureholders under this Indenture;       
| |       |                                                                                                                                                                                                              
| | (iv)  | after giving effect to and immediately after the
      transaction, no Event of Default, and no event that, after notice or lapse
      of time, or both, would become an Event of Default, will occur;
  and
| |       |                                                                                                                                                                                                              
| | (v)   | other conditions described in the Indenture that relate
      to such transaction are met, including the execution and delivery of any
Officer’s Certificate under Section 15.7;                             

| | (b) | such transaction, in the opinion of Counsel, shall be on
      such terms as to substantially preserve and not impair any of the rights
      and powers of the Debenture Trustee or of the Debentureholders hereunder;
      and                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | no condition or event shall exist as to the Corporation
      (at the time of such transaction) or the Successor (immediately after such
      transaction) and after giving full effect thereto or immediately after the
      Successor shall become liable to pay the principal monies, premium, if
      any, interest and other monies due or which may become due hereunder,
      which constitutes or would constitute an Event of Default
  hereunder.

For purposes of the foregoing, the sale, conveyance, transfer
or lease (in a single transaction or series of transactions) of the properties
or assets one or more of the Subsidiaries of the Corporation (other than to the
Corporation or another direct or indirect wholly-owned Subsidiary) which, if
such properties or assets were directly owned by the Corporation, would
constitute all or substantially all of the properties and assets of the
Corporation on a consolidated basis, shall be deemed to be a sale, conveyance,
transfer or lease of all or substantially all of the properties and assets of
the Corporation.

|11.2 | Vesting of Powers in
Successor
|---- | ------------------------------

Whenever the conditions of Section 11.1
shall have been duly observed and performed, any Successor formed by or
resulting from such transaction shall succeed to, and be substituted for, and
may exercise every right and power of the Corporation under this Indenture with
the same effect as though the Successor had been named as the Corporation herein
and thereafter, except in the case of a lease or other similar disposition of
property to the Successor, the Corporation shall be relieved of all obligations
and covenants under this Indenture and the Debentures forthwith upon the
Corporation delivering to the Debenture Trustee an opinion of Counsel to the
effect that the transaction shall not result in any material adverse tax
consequences to the Corporation or the Successor. The Debenture Trustee will, at
the expense of the Successor, execute any documents which it may be advised by
Counsel are necessary or advisable for effecting or evidencing such release and
discharge.

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- 71 -

ARTICLE 12 COMPULSORY ACQUISITION

|12.1 | Definitions
|---- | -----------

In this Article:

| | (a) | Dissenting Debentureholders” means a
      Debentureholder who does not accept an Offer referred to in Section 12.2 and includes any assignee of the Debenture of a
      Debentureholder to whom such an Offer is made, whether or not such
  assignee is recognized under this Indenture;                                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | Offer means an offer to acquire outstanding
      Debentures which is a take-over bid for Debentures within the meaning of
      the Securities Act(Ontario) where, as of the date of the offer to
      acquire, the Debentures that are subject to the offer to acquire, together
      with the Offerors Debentures, constitute in the aggregate 20% or more of
      the outstanding principal amount of the Debentures;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | offer to acquire includes an acceptance of an
      offer to sell;                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | Offeror means a person, or two or more persons
      acting jointly or in concert, who make an Offer to acquire
    Debentures;                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | Offerors Debentures means Debentures
      beneficially owned, or over which control or direction is exercised, on
      the date of an Offer by the Offeror, any Affiliate or Associate of the
      Offeror or any person or company acting jointly or in concert with the
      Offeror; and                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | Offerors Notice” means the notice
described in Section 12.3.                                                                                                                                                                                                                                                                                                                                                                 

|12.2 | Offer for Debentures
|---- | --------------------

If an Offer for all of the outstanding Debentures (other than
Debentures held by or on behalf of the Offeror or an Affiliate or Associate of
the Offeror) is made and:

| | (a) | within the time provided in the Offer for its acceptance
      or within 120 days after the date the Offer is made, whichever period is
      the shorter, the Offer is accepted by Debentureholders representing at
      least 90% of the outstanding principal amount of the Debentures, other
      than the Offerors Debentures;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (b) | the Offeror is bound to take up and pay for, or has taken
      up and paid for the Debentures of the Debentureholders who accepted the
      Offer; and                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (c) | the Offeror complies with Sections 12.3 and 12.5,                                                                                                                                                                                                                                                                                     

the Offeror is entitled to acquire, and the Dissenting
Debentureholders are required to sell to the Offeror, the Debentures held by the
Dissenting Debentureholders for the same consideration per Debenture payable or
paid, as the case may be, under the Offer.

|12.3 | Offerors Notice to Dissenting
  Shareholders
|---- | ---------------------------------------------

Where an Offeror is entitled to acquire Debentures held by
Dissenting Debentureholders pursuant to Section 12.2 and the Offeror wishes to
exercise such right, the Offeror shall send by registered mail within 30 days after the date of termination of the Offer a
notice (the Offerors Notice)to each Dissenting Debentureholder
stating that:

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- 72 -

| | (a) | Debentureholders holding at least 90% of the principal
      amount of all outstanding Debentures, other than Offerors Debentures,
      have accepted the Offer;                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                
| | (b) | the Offeror is bound to take up and pay for, or has taken
      up and paid for, the Debentures of the Debentureholders who accepted the
      Offer;                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                
| | (c) | Dissenting Debentureholders must transfer their
      respective Debentures to the Offeror on the terms on which the Offeror
      acquired the Debentures of the Debentureholders who accepted the Offer
      within 21 days after the date of the sending of the Offerors Notice;
      and
| |     |                                                                                                                                                                                                                                                                                                
| | (d) | Dissenting Debentureholders must send their respective
      Debenture certificate(s) to the Debenture Trustee within 21 days after the
date of the sending of the Offeror’s Notice.                                                                                                           

|12.4 | Delivery of Debenture
  Certificates
|---- | ------------------------------------

A Dissenting Debentureholder to whom an Offeror’s
Notice is sent pursuant to Section 12.3 shall, within 21
days after the sending of the Offeror’s Notice, send his or her
Debenture certificate(s) to the Debenture Trustee duly endorsed for transfer.

|12.5 | Payment of Consideration to Debenture
    Trustee
|---- | -------------------------------------------------

Within 21 days after the Offeror sends an Offeror’s
Notice pursuant to Section 12.3, the Offeror shall pay or
transfer to the Debenture Trustee, or to such other person as the Debenture
Trustee may direct, the cash or other consideration that is payable to
Dissenting Debentureholders pursuant to Section 12.2. The acquisition by the Offeror of all Debentures held by
all Dissenting Debentureholders shall be effective as of the time of such
payment or transfer.

|12.6 | Consideration to be held in
Trust
|---- | ---------------------------------

The Debenture Trustee, or the person directed by the Debenture
Trustee, shall hold in trust for the Dissenting Debentureholders the cash or
other consideration they or it receives under Section 12.5. The Debenture
Trustee, or such persons, shall deposit cash in a separate account in a Canadian
chartered bank, or other body corporate, any of whose deposits are insured by
the Canada Deposit Insurance Corporation, and shall place other consideration in
the custody of a Canadian chartered bank or such other body corporate.

|12.7 | Completion of Transfer of Debentures to
    Offeror
|---- | ---------------------------------------------------

Within 30 days after the date of the sending of an
Offeror’s Notice pursuant to Section 12.3, the
Debenture Trustee, if the Offeror has complied with Section 12.5, shall:

| | (a) | do all acts and things and execute and cause to be
      executed all instruments as may be necessary or desirable to cause the
      transfer of the Debentures of the Dissenting Debentureholders to the
      Offeror;                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                           
| | (b) | send to each Dissenting Debentureholder who has complied
      with Section 12.4 the consideration to which such Dissenting
      Debentureholder is entitled under this Article 12
      net of applicable withholding taxes, if any;
and

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- 73 -

| | (c) | send to each Dissenting Debentureholder who has not
      complied with Section 12.4 a notice stating
      that:
| | --- | -----------------------------------------------------------------------------------------------------------------

| | (i)   | his or her Debentures have been transferred to the
      Offeror;                                                                                                                                                                                                                                                                    
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                      
| | (ii)  | the Debenture Trustee or some other person designated in
      such notice are holding in trust the consideration for such Debentures;
      and                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                      
| | (iii) | the Debenture Trustee, or such other person, will send
      the consideration to such Dissenting Debentureholder as soon as possible
      after receiving such Dissenting Debentureholders Debenture certificate(s)
      or such other documents as the Debenture Trustee or such other person may
      require in lieu thereof,

and the Debenture Trustee is hereby appointed the agent and
lawful attorney, and is granted attorney with respect to the Debentures, of the
Dissenting Debentureholders for the purposes of giving effect to the foregoing
provisions including, without limitation, the power and authority to execute
such transfers as may be necessary or desirable in respect of the book-entry
only registration system of the Depository.

|12.8 | Communication of Offer to the
  Corporation
|---- | -------------------------------------------

An Offeror may not make an Offer for Debentures unless,
concurrent with the communication of the Offer to any Debentureholder, a copy of
the Offer is provided to the Corporation, which will then provide a copy to the
Debenture Trustee.

ARTICLE 13MEETINGS OF DEBENTUREHOLDERS

|13.1 | Right to Convene Meeting
|---- | ------------------------

The Debenture Trustee or the Corporation may at any time and
from time to time, and the Debenture Trustee shall, on receipt of a written
request of the Corporation or a written request signed by the holders of not
less than 25% of the principal amount of the Debentures then outstanding and
upon receiving funding and being indemnified to its reasonable satisfaction by
the Corporation or by the Debentureholders signing such request against the
costs which may be incurred in connection with the calling and holding of such
meeting, convene a meeting of the Debentureholders. In the event of the
Debenture Trustee failing, within 30 days after receipt of any such request and
such funding of indemnity, to give notice convening a meeting, the Corporation
or such Debentureholders, as the case may be, may convene such meeting. Every
such meeting shall be held in the city of Toronto or at such other place as may
be approved or determined by the Corporation.

|13.2 | Notice of Meetings
|---- | ------------------

| | (a) | At least 21 days’ notice of any meeting shall
      be given to the Debentureholders in the manner provided in Section 14.2 and a copy of such notice shall be sent by post
      to the Debenture Trustee, unless the meeting has been called by it. Such
      notice shall state the time when and the place where the meeting is to be
      held and shall state briefly the general nature of the business to be
      transacted thereat and it shall not be necessary for any such notice to
      set out the terms of any resolution to be proposed or any of the
      provisions of this Article. The accidental omission to give notice of a
      meeting to any holder of Debentures shall not invalidate any resolution
      passed at any such meeting. A holder may waive notice of a meeting either
before or after the meeting.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 74 -

| | (b) | If the business to be transacted at any meeting by
      Extraordinary Resolution or otherwise, or any action to be taken or power
      exercised by instrument in writing under Section 13.15, especially affects the rights of holders of
      Debentures of one or more series in a manner or to an extent differing in
      any material way from that in or to which the rights of holders of
      Debentures of any other series are affected (determined as provided in
      Sections 13.2(c) and 13.2(d)), then:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)  | a reference to such fact, indicating each series of
      Debentures so especially affected (hereinafter referred to as the
      especially affected series) shall be made in the notice of such
      meeting, and in any such case the meeting shall be and be deemed to be and
      is herein referred to as a Serial Meeting; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                            
| | (ii) | the holders of Debentures of an especially affected
      series shall not be bound by any action taken at a Serial Meeting or by
      instrument in writing under Section 13.15 unless in
      addition to compliance with the other provisions of this Article 13:                                                                     

| | (A) | at such Serial Meeting: (I) there are Debentureholders
      present in person or by proxy and representing at least 25% in principal
      amount of the Debentures then outstanding of such series, subject to the
      provisions of this Article 13 as to quorum at
      adjourned meetings; and (II) the resolution is passed by the affirmative
      vote of the holders of more than 50% (or in the case of an Extraordinary
      Resolution not less than 66 2/3%) of the principal amount of the
      Debentures of such series then outstanding voted on the resolution;
    or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (B) | in the case of action taken or power exercised by
      instrument in writing under Section 13.15, such
      instrument is signed in one or more counterparts by the holders of not
      less than 66 2/3% in principal amount of the Debentures of such series
      then outstanding.                                                                                                                                                                                                                                                                                                     

| | (c) | Subject to Section 13.2(d), the
      determination as to whether any business to be transacted at a meeting of
      Debentureholders, or any action to be taken or power to be exercised by
      instrument in writing under Section 13.15,
      especially affects the rights of the Debentureholders of one or more
      series in a manner or to an extent differing in any material way from that
      in or to which it affects the rights of Debentureholders of any other
      series (and is therefore an especially affected series) shall be
      determined by an opinion of Counsel, which shall be binding on all
      Debentureholders, the Debenture Trustee and the Corporation for all
      purposes hereof.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | A proposal:
| | --- | -----------

| | (i)   | to extend the maturity of Debentures of any particular
      series or to reduce the principal amount thereof; the rate of interest or
      any redemption premium thereon or to impair any conversion right
      thereof;                                                                                                                                                                                                                                                                                                
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii)  | to modify or terminate any covenant or agreement which by
      its terms is effective only so long as Debentures of a particular series
      are outstanding; or                                                                                                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iii) | to reduce with respect to Debentureholders of any
      particular series any percentage stated in this Section 13.2 and Sections 13.4, 13.12 and 13.15; shall be deemed to especially affect the rights of the
Debentureholders of such series in a manner differing in a material way from
that in which it affects the rights of holders of Debentures of any other
series, whether or not a similar extension, reduction, modification or
termination is proposed with respect to Debentures of any or all other series.

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- 75 -

|13.3 | Chairman
|---- | --------

Some person, who need not be a Debentureholder, nominated in
writing by the Corporation (in case it convenes the meeting) or by the Debenture
Trustee (in any other case) shall be chairman of the meeting and if no person is
so nominated, or if the person so nominated is not present within 15 minutes
from the time fixed for the holding of the meeting, a majority of the
Debentureholders present in person or by proxy shall choose some person present
to be chairman.

|13.4 | Quorum
|---- | ------

Subject to the provisions of Section 13.12, at any meeting of the Debentureholders a quorum shall
consist of Debentureholders present in person or by proxy and representing at
least 25% in principal amount of the outstanding Debentures and, if the meeting
is a Serial Meeting, at least 25% of the Debentures then outstanding of each
especially affected series. If a quorum of the Debentureholders shall not be
present within 30 minutes from the time fixed for holding any meeting, the
meeting, if summoned by the Debentureholders or pursuant to a request of the
Debentureholders, 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
thereafter) at the same time and place and no notice shall be required to be
given to any party in respect of such adjourned meeting. At the adjourned
meeting, the Debentureholders present in person or by proxy shall, subject to
the provisions of Section 13.12, constitute a quorum and
may transact the business for which the meeting was originally convened
notwithstanding that they may not represent 25% of the principal amount of the
outstanding Debentures or of the Debentures then outstanding of each especially
affected series. Any business may be brought before or dealt with at an
adjourned meeting which might have been brought before or dealt with at the
original meeting in accordance with the notice calling the same. No business
shall be transacted at any meeting unless the required quorum be present at the
commencement of business.

|13.5 | Power to Adjourn
|---- | ----------------

The chairman of any meeting at which a quorum of the
Debentureholders is present may, with the consent of the holders of a majority
in principal amount of the Debentures represented thereat, adjourn any such
meeting and no notice of such adjournment need be given except such notice, if
any, as the meeting may prescribe.

|13.6 | Show of Hands
|---- | -------------

Every question submitted to a meeting shall, subject to Section
13.7, be decided in the first place by a majority of the
votes given on a show of hands except that votes on Extraordinary Resolutions
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. The chairman of any meeting shall be entitled, both on a show of hands
and on a poll, to vote in respect of the Debentures, if any, held by him.

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- 76 -

|13.7 | Poll
|---- | ----

On every Extraordinary Resolution, and on any other question or
resolution submitted to a meeting when demanded by the chairman or by one or
more Debentureholders or proxies for Debentureholders, a poll shall be taken in
such manner and either at once or after an adjournment as the chairman shall
direct. Questions or resolutions other than Extraordinary Resolutions shall, if
a poll be taken, be decided or approved (as the case may be) by the votes of the
holders of a majority in principal amount of the Debentures and of each
especially affected series, if applicable, represented at the meeting and voted
on the poll.

|13.8 | Voting
|---- | ------

On a show of hands every person who is present and entitled to
vote, whether as a Debentureholder or as proxy for one or more Debentureholders
or both, shall have one vote. On a poll each Debentureholder present in person
or represented by a proxy duly appointed by an instrument in writing shall be
entitled to one vote in respect of each $1,000 principal amount of Debentures of
which he shall then be the holder. A proxy need not be a Debentureholder. In the
case of joint holders of a Debenture, any one of them present in person or by
proxy at the meeting may vote in the absence of the other or others but in case
more than one of them be present in person or by proxy, they shall vote together
in respect of the Debentures of which they are joint holders.

In the case of a Global Debenture, the Depository may appoint
or cause to be appointed a Person or Persons as proxies and shall designate the
number of votes entitled to each such Person, and each such Person shall be
entitled to be present at any meeting of Debentureholders and shall be the
Persons entitled to vote at such meeting in accordance with the number of votes
set out in the Depositorys designation.

|13.9 | Proxies
|---- | -------

A Debentureholder may be present and vote at any meeting of
Debentureholders by an authorized representative. The Corporation (in case it
convenes the meeting) or the Debenture Trustee (in any other case) for the
purpose of enabling the Debentureholders to be present and vote at any meeting
without producing their Debentures, and of enabling them to be present and vote
at any such meeting by proxy and of lodging instruments appointing such proxies
at some place other than the place where the meeting is to be held, may from
time to time make and vary such regulations as it shall think fit providing for
and governing any or all of the following matters:

| | (a) | voting by proxy by Debentureholders, the form of the
      instrument appointing a proxy, which shall be in writing, and the manner
      in which the same shall be executed and the production of the authority of
      any person signing on behalf of a Debentureholder;                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | the deposit of instruments appointing proxies at such
      place as the Debenture Trustee, the Corporation or the Debentureholder
      convening the meeting, as the case may be, may, in the notice convening
      the meeting, direct and the time, if any, before the holding of the
      meeting or any adjournment thereof by which the same must be deposited;
      and                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | the deposit of instruments appointing proxies at some
      approved place or places other than the place at which the meeting is to
      be held and enabling particulars of such instruments appointing proxies to
      be mailed, faxed, or sent by other electronic means before the meeting to
      the Corporation or to the Debenture Trustee at the place where the same is
      to be held and for the voting of proxies so deposited as though the
      instruments themselves were produced at the
meeting.

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- 77 -

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 the holders of any Debentures, or as entitled to vote or be present
at the meeting in respect thereof, shall be Debentureholders and persons whom
Debentureholders have by instrument in writing duly appointed as their proxies.

|13.10 | Persons Entitled to Attend
  Meetings
|----- | -------------------------------------

The Corporation,each other entity of the Primero
Groupand the Debenture Trustee, by their respective officers, directors,
the Auditors of the Corporation and the legal advisers of the Corporation and
the Debenture Trustee may attend any meeting of the Debentureholders, but shall
have no vote as such.

|13.11 | Powers Exercisable by Extraordinary
    Resolution
|----- | --------------------------------------------------

In addition to the powers conferred upon them by any other
provisions of this Indenture or by law, a meeting of the Debentureholders shall
have the following powers exercisable from time to time by Extraordinary
Resolution, subject in the case of the matters in paragraphs (a), (b), (c), (d)
and (l) to receipt of the prior approval of the TSX (if applicable) or such
other exchange on which the Debentures are then listed:

| | (a) | power to authorize the Debenture Trustee to grant
      extensions of time for payment of any principal, premium or interest on
      the Debentures, whether or not the principal, premium, or interest, the
      payment of which is extended, is at the time due or overdue;                                                                                                                                                                                                                                                                                                                        
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | power to sanction any modification, abrogation,
      alteration, compromise or arrangement of the rights of the
      Debentureholders or the Debenture Trustee against the Corporation, or
      against its property, whether such rights arise under this Indenture or
      the Debentures or otherwise provided that such sanctioned actions are not
      prejudicial to the Debenture Trustee;                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | power to assent to any modification of or change in or
      addition to or omission from the provisions contained in this Indenture or
      any Debenture which shall be agreed to by the Corporation and to authorize
      the Debenture Trustee to concur in and execute any indenture supplemental
      hereto embodying any modification, change, addition or omission;                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | power to sanction any scheme for the reconstruction,
      reorganization or recapitalization of the Corporation or for the
      consolidation, amalgamation, arrangement, combination or merger of the
      Corporation with any other person or for the sale, leasing, transfer or
      other disposition of all or substantially all of the undertaking, property
      and assets of the Corporation or any part thereof, provided that no such
      sanction shall be necessary in respect of any such transaction if the
      provisions of Section 11.1 shall have been complied
      with;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | power to direct or authorize the Debenture Trustee to
      exercise any power, right, remedy or authority given to it by this
      Indenture in any manner specified in any such Extraordinary Resolution or
      to refrain from exercising any such power, right, remedy or
    authority;                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f) | power to waive, and direct the Debenture Trustee to
      waive, any default hereunder and/or cancel any declaration made by the
      Debenture Trustee pursuant to Section 8.1 either
      unconditionally or upon any condition specified in such Extraordinary
      Resolution;                                                                                                                                                                                                                                                                                                                   

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- 78 -

| | (g) | power to restrain any Debentureholder from taking or
      instituting any suit, action or proceeding for the purpose of enforcing
      payment of the principal, premium or interest on the Debentures, or for
      the execution of any trust or power hereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (h) | power to direct any Debentureholder who, as such, has
      brought any action, suit or proceeding to stay or discontinue or otherwise
      deal with the same upon payment, if the taking of such suit, action or
      proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and
      properly incurred by such Debentureholder in connection
  therewith;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (i) | power 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (j) | power to appoint a committee with power and authority
      (subject to such limitations, if any, as may be prescribed in the
      resolution) to exercise, and to direct the Debenture Trustee to exercise,
      on behalf of the Debentureholders, such of the powers of the
      Debentureholders as are exercisable by Extraordinary Resolution or other
      resolution as shall be included in the resolution appointing the
      committee. The resolution making such appointment may provide for payment
      of the expenses and disbursements of and compensation to such committee.
      Such committee shall consist of such number of persons as shall be
      prescribed in the resolution appointing it and the members need not be
      themselves Debentureholders. Every such committee may elect its chairman
      and may make regulations respecting its quorum, the calling of its
      meetings, the filling of vacancies occurring in its number and its
      procedure generally. Such regulations may provide that the committee may
      act at a meeting at which a quorum is present or may act by minutes signed
      by the number of members thereof necessary to constitute a quorum. All
      acts of any such committee within the authority delegated to it shall be
      binding upon all Debentureholders. Neither the committee nor any member
      thereof shall be liable for any loss arising from or in connection with
      any action taken or omitted to be taken by them in good faith;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (k) | power to remove the Debenture Trustee from office and to
      appoint a new Debenture Trustee or Debenture Trustees provided that no
      such removal shall be effective unless and until a new Debenture Trustee
      or Debenture Trustees shall have become bound by this Indenture;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (l) | power to sanction the exchange of the Debentures for or
      the conversion thereof into Shares, bonds, debentures or other securities
      or obligations of the Corporation or of any other person formed or to be
      formed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (m) | power to authorize the distribution in specieof
      securities received pursuant to a transaction authorized under the
      provisions of Section 13.11(l); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (n) | power to amend, alter or repeal any Extraordinary
      Resolution previously passed or sanctioned by the Debentureholders or by
      any committee appointed pursuant to Section 13.11(j).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Notwithstanding the foregoing provisions of this Section 13.11, none of such provisions shall in any manner allow or
permit any amendment, modification, abrogation or addition to the provisions of
Article 5 which could reasonably
be expected to detrimentally affect the rights, remedies or recourse of the
priority of the Senior Creditors.

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- 79 -

|13.12 | Meaning ofExtraordinary
  Resolution
|----- | --------------------------------------

| | (a) | The expression Extraordinary Resolution when
      used in this Indenture means, subject as hereinafter in this Article
      provided, a resolution proposed to be passed as an Extraordinary
      Resolution at a meeting of Debentureholders (including an adjourned
      meeting) duly convened for the purpose and held in accordance with the
      provisions of this Article at which the holders of not less than 25% of
      the principal amount of the Debentures then outstanding, and if the
      meeting is a Serial Meeting, at which holders of not less than 25% of the
      principal amount of the Debentures then outstanding of each especially
      affected series, are present in person or by proxy and passed by the
      favourable votes of the holders of not less than 66 2/3% of the principal
      amount of the Debentures, and if the meeting is a Serial Meeting by the
      affirmative vote of the holders of not less than 66 2/3% of each
      especially affected series, in each case present or represented by proxy
      at the meeting and voted upon on a poll on such resolution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | If, at any such meeting, the holders of not less than 25%
      of the principal amount of the Debentures then outstanding and, if the
      meeting is a Serial Meeting, 25% of the principal amount of the Debentures
      then outstanding of each especially affected series, in each case are not
      present in person or by proxy within 30 minutes after the time appointed
      for the meeting, then the meeting, if convened by or on the requisition of
      Debentureholders, shall be dissolved but in any other case it shall stand
      adjourned to such date, being not less than 14 days nor more than 60 days
      later, and to such place and time as may be appointed by the chairman. Not
      less than ten days’ notice shall be given of the time and place
      of such adjourned meeting in the manner provided in Section 14.2. Such notice shall state that at the adjourned
      meeting the Debentureholders present in person or by proxy shall form a
      quorum. At the adjourned meeting the Debentureholders 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 thereat by the affirmative vote of holders of
      not less than 66 2/3% of the principal amount of the Debentures and, if
      the meeting is a Serial Meeting, by the affirmative vote of the holders of
      not less than 66 2/3% of the principal amount of the Debentures of each
      especially affected series, in each case present or represented by proxy
      at the meeting and voted upon on a poll shall be an Extraordinary
      Resolution within the meaning of this Indenture, notwithstanding that the
      holders of not less than 25% in principal amount of the Debentures then
      outstanding, and if the meeting is a Serial Meeting, holders of not less
      than 25% of the principal amount of the Debentures then outstanding of
      each especially affected series, are not present in person or by proxy at
  such adjourned meeting.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|13.13 | Powers Cumulative
|----- | -----------------

Any one or more of the powers in this Indenture stated to be
exercisable by the Debentureholders by Extraordinary Resolution or otherwise may
be exercised from time to time and the exercise of any one or more of such
powers from time to time shall not be deemed to exhaust the rights of the
Debentureholders to exercise the same or any other such power or powers
thereafter from time to time.

|13.14 | Minutes
|----- | -------

Minutes of all resolutions and proceedings at every meeting as
aforesaid shall be made and duly entered in books to be from time to time
provided for that purpose by the Debenture Trustee at the expense of the Corporation, and any such minutes as aforesaid, if signed by
the chairman of the meeting at which such resolutions were passed or proceedings
had, or by the chairman of the next succeeding meeting of the Debentureholders,
shall be prima facieevidence 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 held and
convened, and all resolutions passed thereat or proceedings taken thereat to
have been duly passed and taken.

---

- 80 -

|13.15 | Instruments in Writing
|----- | ----------------------

All actions which may be taken and all powers that may be
exercised by the Debentureholders at a meeting held as hereinbefore in this
Article provided may also be taken and exercised by the holders of 66 2/3%of the principal amount of all the outstanding Debentures and, if the
meeting at which such actions might be taken would be a Serial Meeting, by the
holders of 66 2/3%of the principal amount of the Debentures then
outstanding of each especially affected series, by an instrument in writing
signed in one or more counterparts and the expression Extraordinary
Resolutionwhen used in this Indenture and references to other
resolutions of the Debentureholders in this Indenture shall include an
instrument so signed.

|13.16 | Binding Effect of
Resolutions
|----- | -----------------------------

Every resolution and every Extraordinary Resolution passed in
accordance with the provisions of this Article at a meeting of Debentureholders
shall be binding upon all the Debentureholders, whether present at or absent
from such meeting, and every instrument in writing signed by Debentureholders in
accordance with Section 13.15 shall be binding upon all the Debentureholders,
whether signatories thereto or not, and each and every Debentureholder and the
Debenture Trustee (subject to the provisions for its indemnity herein contained)
shall be bound to give effect accordingly to every such resolution,
Extraordinary Resolution and instrument in writing.

|13.17 | Evidence of Rights of
  Debentureholders
|----- | ----------------------------------------

| | (a) | Any request, direction, notice, consent or other
      instrument which this Indenture may require or permit to be signed or
      executed by the Debentureholders may be in any number of concurrent
      instruments of similar tenor signed or executed by such
      Debentureholders.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                             
| | (b) | The Debenture Trustee may, in its discretion, require
      proof of execution in cases where it deems proof desirable and may accept
      such proof as it shall consider proper.                                                                                                         

|13.18 | Concerning Serial Meetings
|----- | --------------------------

If in the opinion of Counsel any business to be transacted at
any meeting, or any action to be taken or power to be exercised by instrument in
writing under Section 13.15, does not adversely affect
the rights of the holders of Debentures of one or more series, the provisions of
this Article 13 shall apply as if the Debentures of such
series were not outstanding and no notice of any such meeting need be given to
the holders of Debentures of such series. Without limiting the generality of the
foregoing, a proposal to modify or terminate any covenant or agreement which is
effective only so long as Debentures of a particular series are outstanding
shall be deemed not to adversely affect the rights of the holders of Debentures
of any other series.

|13.19 | Record Dates
|----- | ------------

If the Corporation shall solicit from the holders of Debentures
any request, demand, authorization, direction, notice, consent, waiver or other
action, the Corporation may, at its option, by or pursuant to a Written
Direction of the Corporation, fix in advance a record date for the determination
of such holders entitled to provide such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Corporation shall
not have the obligation to do so. Any such record date shall be the record date
specified in or pursuant to such Written Direction of the Corporation.

---

- 81 -

If such a record date is fixed, such request, demand,
  authorization, direction, notice, consent, waiver or other action may be given
  before or after such record date, but only the holders of record at the close of
  business on such record date shall be deemed to be holders for the purposes of
  determining whether holders of the requisite proportion of Debentures then
  outstanding have authorized or agreed or consented to such request, demand,
  authorization, notice, consent, waiver or other act, and for this purpose the
Debentures then outstanding shall be computed as of such record date.

ARTICLE 14 NOTICES

|14.1 | Notice to the Corporation
|---- | -------------------------

Any notice to the Corporation under the provisions of this
Indenture shall be valid and effective if delivered in writing to the
Corporation at 79 Wellington Street West, TD South Tower, Suite 2100, P.O. Box
139, Toronto-Dominion Centre, Toronto, Ontario, Canada, M5K 1H1 Attention: Chief
Executive Officer, Facsimile No.: Fax: (416) 814-3170, Email:
legal@primeromining.com and copies delivered to Fasken Martineau DuMoulin LLP,
333 Bay Street, Suite 2400, Toronto, Ontario, M5H 2T6, Attention: John Sabetti,
Facsimile No.: (416) 364-7813, Email: jsabetti@fasken.com or if given by
registered letter, postage prepaid, to such offices and so addressed and if
mailed, shall be deemed to have been effectively given three days following the
mailing thereof. The Corporation may from time to time notify the Debenture
Trustee in writing of a change of address which thereafter, until changed by
like notice, shall be the address of the Corporation for all purposes of this
Indenture.

If by reason of any interruption of mail service, actual or
threatened, any notice to be given to the Corporation would reasonably be
unlikely to reach its destination by the time notice by mail is deemed to have
been given pursuant to this Section 14.1, such notice
shall be valid and effective only if delivered at the appropriate address in
accordance with this Section 14.1 .

|14.2 | Notice to Debentureholders
|---- | --------------------------

All notices to be given hereunder with respect to the
Debentures shall be deemed to be validly given to the holders thereof if sent by
first class mail, postage prepaid, by letter or circular addressed to such
holders at their post office addresses appearing in any of the registers
hereinbefore mentioned and shall be deemed to have been effectively given three
days following the day of mailing. Accidental error or omission in giving notice
or accidental failure to mail notice to any Debentureholder or the inability of
the Corporation to give or mail any notice due to any event beyond the
reasonable control of the Corporation shall not invalidate any action or
proceeding founded thereon.

If any notice given in accordance with the foregoing paragraph
would be unlikely to reach the Debentureholders to whom it is addressed in the
ordinary course of post by reason of an interruption in mail service, whether at
the place of dispatch or receipt or both, the Corporation shall give such notice
by publication at least once in the city of Toronto, Ontario (or in such of
those cities as, in the opinion of the Debenture Trustee, is sufficient in the
particular circumstances), each such publication to be made in a daily newspaper
of general circulation in the designated city.

Any notice given to Debentureholders by publication shall be
deemed to have been given on the day on which publication shall have been
effected at least once in each of the newspapers in which publication was
required.

---

- 82 -

All notices with respect to any Debenture may be given to
whichever one of the holders thereof (if more than one) is named first in the
registers hereinbefore mentioned, and any notice so given shall be sufficient
notice to all holders of any persons having an interest in such Debenture.

|14.3 | Notice to Debenture
Trustee
|---- | ---------------------------

Any notice to the Debenture Trustee under the provisions of
this Indenture shall be valid and effective if delivered to the Debenture
Trustee at its offices in the city of Toronto at 100 University Avenue, 11th
Floor, Toronto, Ontario M5J 2Y1, Attention: Manager, Corporate Trust or if sent
by facsimile to facsimile number: (416) 981-9777, Attention: Manager, Corporate
Trust, or if given by registered letter, postage prepaid, to such offices and so
addressed and, if mailed, shall be deemed to have been effectively given three
days following the mailing thereof.

|14.4 | Mail Service Interruption
|---- | -------------------------

If by reason of any interruption of mail service, actual or
threatened, any notice to be given to the Debenture Trustee would reasonably be
unlikely to reach its destination by the time notice by mail is deemed to have
been given pursuant to Section 14.3 such notice shall be valid and effective
only if delivered at the appropriate address in accordance with Section 14.3.

ARTICLE 15CONCERNING THE DEBENTURE TRUSTEE

|15.1 | Trust Indenture
Legislation
|---- | ---------------------------

| | (a) | In this Indenture, the term Indenture
      Legislation means the provisions, if any, of the Business
      Corporations Act(British Columbia) and any other statute of Canada or
      a province thereof, and of the regulations under any such statute,
      relating to trust indentures and to the rights, duties and obligations of
      trustees under trust indentures and of corporations issuing debt
      obligations under trust indentures, to the extent that such provisions are
      at the time in force and applicable to this Indenture or the Corporation
      or the Debenture Trustee.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | If and to the extent that any provision of this Indenture
      limits, qualifies or conflicts with a mandatory requirement of Indenture
      Legislation, such mandatory requirement shall prevail.                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | At all times in relation to this Indenture and any action
      to be taken hereunder, the Corporation and the Debenture Trustee each
      shall observe and comply with Indenture Legislation and the Corporation,
      the Debenture Trustee and each Debentureholder shall be entitled to the
      benefits of Indenture Legislation.                                                                                                                                                                                                                                                                        

|15.2 | No Conflict of Interest
|---- | -----------------------

The Debenture Trustee represents to the Corporation that at the
date of execution and delivery by it of this Indenture there exists no material
conflict of interest in the role of the Debenture Trustee as a fiduciary
hereunder but if, notwithstanding the provisions of this Section 15.2, such a material conflict of interest exists, or
hereafter arises, the validity and enforceability of this Indenture, and the
Debentures issued hereunder, shall not be affected in any manner whatsoever by
reason only that such material conflict of interest exists or arises but the
Debenture Trustee shall, within 30 days after ascertaining that it has a
material conflict of interest, either eliminate such material conflict of
interest or resign in the manner and with the effect specified in Section 15.3 .

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- 83 -

|15.3 | Replacement of Debenture
Trustee
|---- | --------------------------------

The Debenture Trustee may resign its trust and be discharged
from all further duties and liabilities hereunder by giving to the Corporation
60 days’ notice in writing or such shorter notice as the Corporation
may accept as sufficient. If at any time a material
conflict of interest exists in the Debenture Trustee’s role as a
fiduciary hereunder, the Debenture Trustee shall, within 30 days after
ascertaining that such a material conflict of interest exists, either eliminate
such material conflict of interest or resign in the manner and with the effect
specified in this Section 15.3. The validity and
enforceability of this Indenture and of the Debentures issued hereunder shall
not be affected in any manner whatsoever by reason only that such a material
conflict of interest exists or existed. In the event of the Debenture Trustee
resigning or being removed or being dissolved, becoming bankrupt, going into
liquidation or otherwise becoming incapable of acting hereunder, the Corporation
shall forthwith appoint a new Debenture Trustee unless a new Debenture Trustee
has already been appointed by the Debentureholders. Failing such appointment by
the Corporation, the retiring Debenture Trustee or any Debentureholder may apply
to a Judge of the Ontario Superior Court of Justice, on such notice as such
Judge may direct at the Corporation’s expense, for the appointment of
a new Debenture Trustee but any new Debenture Trustee so appointed by the
Corporation or by the Court shall be subject to removal as aforesaid by the
Debentureholders and the appointment of such new Debenture Trustee shall be
effective only upon such new Debenture Trustee becoming bound by this Indenture.
Any new Debenture Trustee appointed under any provision of this Section 15.3
shall be a corporation authorized to carry on the business of a trust company in
all of the provinces and territories of Canada, which for certainty includes in
accordance with the Indenture Legislation. On any new appointment the new
Debenture Trustee shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as Debenture Trustee.

Any company into which the Debenture Trustee may be merged or,
with or to which it may be consolidated, amalgamated or sold, or any company
resulting from any merger, consolidation, sale or amalgamation to which the
Debenture Trustee shall be a party, or any company succeeding to the corporate
trust business of the Debenture Trustee shall be the successor Debenture Trustee
under this Indenture without the execution of any instrument or any further act.
Nevertheless, upon the written request of the successor Debenture Trustee or of
the Corporation, the Debenture Trustee ceasing to act shall execute and deliver
an instrument assigning and transferring to such successor Debenture Trustee,
upon the terms herein expressed, all the rights, powers and trusts of the
Debenture Trustee so ceasing to act, and shall duly assign, transfer and deliver
all property and money held by such Debenture Trustee to the successor Debenture
Trustee so appointed in its place. Should any deed, conveyance or instrument in
writing from the Corporation be required by any new Debenture Trustee for more
fully and certainly vesting in and confirming to it such estates, properties,
rights, powers and trusts, then any and all such deeds, conveyances and
instruments in writing shall on request of said new Debenture Trustee, be made,
executed, acknowledged and delivered by the Corporation and/or the Debenture
Trustee that is ceasing to act.

|15.4 | Duties of Debenture
Trustee
|---- | ---------------------------

In the exercise of the rights, duties and obligations
prescribed or conferred by the terms of this Indenture, the Debenture Trustee
shall act honestly and in good faith and in a commercially reasonable manner and
exercise that power with the degree of care, diligence and skill of a reasonably
prudent trustee and with a view to the best interests of the Debentureholders.

|15.5 | Reliance Upon Declarations, Opinions,
  etc.
|---- | --------------------------------------------

In the exercise of its rights, duties and obligations hereunder
the Debenture Trustee may, if acting in good faith, act and rely, as to the
truth of the statements and accuracy of the opinions expressed therein, upon
statutory declarations, opinions, reports or certificates
furnished pursuant to any covenant, condition or requirement of this Indenture
or required by the Debenture Trustee to be furnished to it in the exercise of
its rights and duties hereunder, if the Debenture Trustee examines such
statutory declarations, opinions, reports or certificates and determines that
they comply with Section 15.6, if applicable, and with
any other applicable requirements of this Indenture and the Indenture
Legislation. The Debenture Trustee may nevertheless, in its discretion, require
further proof in cases where it deems further proof desirable. Without
restricting the foregoing, the Debenture Trustee may act and rely on an opinion
of Counsel satisfactory to the Debenture Trustee notwithstanding that it is
delivered by a solicitor or firm which acts as solicitors for the Corporation.

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- 84 -

|15.6 | Evidence and Authority to Debenture Trustee, Opinions,
      etc.
|---- | -----------------------------------------------------------------

The Corporation shall furnish to the Debenture Trustee evidence
of compliance with the conditions precedent provided for in this Indenture
relating to any action or step required or permitted to be taken by the
Corporation or the Debenture Trustee under this Indenture or as a result of any
obligation imposed under this Indenture or the Indenture Legislation, including
without limitation, the certification and delivery of Debentures hereunder, the
satisfaction and discharge of this Indenture and the taking of any other action
to be taken by the Debenture Trustee at the request of or on the application of
the Corporation, forthwith if and when (a) such evidence is required by any
other Section of this Indenture to be furnished to the Debenture Trustee in
accordance with the terms of this Section 15.6, or (b)
the Debenture Trustee, in the exercise of its rights and duties under this
Indenture, gives the Corporation written notice requiring it to furnish such
evidence in relation to any particular action or obligation specified in such
notice.

Such evidence shall consist of:

| | (a) | a certificate made by any one officer or director of the
      Corporation, stating that any such condition precedent has been complied
      with in accordance with the terms of this Indenture;                                                                                                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | in the case of any such condition precedent compliance
      with which is subject to review or examination by legal counsel, an
      opinion of Counsel that such condition precedent has been complied with in
      accordance with the terms of this Indenture; and                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | in the case of any such condition precedent compliance
      with which is subject to review or examination by auditors or accountants,
      an opinion or report of the auditors of the Corporation whom the Debenture
      Trustee for such purposes hereby approves, that such condition precedent
      has been complied with in accordance with the terms of this
    Indenture.

Whenever such evidence relates to a matter other than the
certificates and delivery of Debentures and the satisfaction and discharge of
this Indenture, and except as otherwise specifically provided herein, such
evidence may consist of a report or opinion of any solicitor, auditor,
accountant, engineer or appraiser or any other person whose qualifications give
authority to a statement made by him, provided that if such report or opinion is
furnished by a director or officer or employee of the Corporation, it shall be
in the form of a statutory declaration. Such evidence shall be, so far as
appropriate, in accordance with the immediately preceding paragraph of this
Section 15.6.

Each statutory declaration, certificate, opinion or report with
respect to compliance with a condition precedent provided for in the Indenture
shall include (a) a statement by the person giving the evidence that he has read
and is familiar with those provisions of this Indenture relating to the
condition precedent in question, (b) a brief statement of the nature and scope
of the examination or investigation upon which the statements or opinions contained in such evidence are
based, (c) a statement that, in the belief of the person giving such evidence,
he has made such examination or investigation as is necessary to enable him to
make the statements or give the opinions contained or expressed therein, and (d)
a statement whether in the opinion of such person the conditions precedent in
question have been complied with or satisfied; and shall otherwise satisfy any
applicable requirement under Indenture Legislation.

---

- 85 -

The Corporation shall furnish to the Debenture Trustee at any
  time if the Debenture Trustee reasonably so requires, an Officers Certificate
  that the Corporation has complied with all covenants, conditions or other
  requirements contained in this Indenture, the non-compliance with which would,
  with the giving of notice or the lapse of time, or both, or otherwise,
  constitute an Event of Default, or if such is not the case, specifying the
  covenant, condition or other requirement which has not been complied with and
  giving particulars of such non-compliance. The Corporation shall, whenever the
  Debenture Trustee so requires, furnish the Debenture Trustee with evidence by
  way of statutory declaration, opinion, report or certificate as specified by the
  Debenture Trustee as to any action or step required or permitted to be taken by
  the Corporation or as a result of any obligation imposed by this Indenture or
  the Indenture Legislation, such evidence satisfying the requirements of
Indenture Legislation, as applicable.

|15.7 | Officers Certificates
Evidence
|---- | -------------------------------

Except as otherwise specifically provided or prescribed by this
Indenture, whenever in the administration of the provisions of this Indenture
the Debenture Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, the
Debenture Trustee, if acting in good faith, may act and rely upon an Officers
Certificate.

|15.8 | Experts, Advisers and
Agents
|---- | ----------------------------

The Debenture Trustee may:

| | (a) | employ or retain and act and rely on the opinion or
      advice of or information obtained from any solicitor, auditor, valuator,
      engineer, surveyor, appraiser or other expert or advisor, whether obtained
      by the Debenture Trustee or by the Corporation, or otherwise, and shall
      not be liable for acting, or refusing to act, in good faith on any such
      opinion or advice and may pay proper and reasonable compensation for all
      such legal and other advice or assistance as aforesaid; and                                                                                                                                                         
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | employ such agents and other assistants as it may
      reasonably require for the proper discharge of its duties hereunder, and
      may pay reasonable remuneration for all services performed for it (and
      shall be entitled to receive reasonable remuneration for all services
      performed by it) in the discharge of the trusts hereof and compensation
      for all reasonable disbursements, costs and expenses made or incurred by
      it in the discharge of its duties hereunder and in the management of the
      trusts hereof and any solicitors employed or consulted by the Debenture
      Trustee may, but need not be, solicitors for the
  Corporation.

|15.9 | Debenture Trustee May Deal in
  Debentures
|---- | ------------------------------------------

Subject to Sections 15.2 and 15.4, the Debenture Trustee may, in its personal or other
capacity, buy, sell, lend upon and deal in the Debentures and generally contract
and enter into financial transactions with the Corporation or otherwise, without
being liable to account for any profits made thereby.

|15.10 | Investment of Monies Held by Debenture
    Trustee
|----- | --------------------------------------------------

Unless otherwise provided in this Indenture, any monies held by
the Debenture Trustee, which, under the trusts of this Indenture, may or ought
to be invested or which may be on deposit with the Debenture Trustee or which may be in the hands of the Debenture Trustee,
may be invested and reinvested in the name or under the control of the Debenture
Trustee in securities in which, under the laws of the Province of Ontario,
trustees are authorized to invest trust monies, provided that such securities
are expressed to mature within two years or such shorter period selected to
facilitate any payments expected to be made under this Indenture, after their
purchase by the Debenture Trustee, and unless and until the Debenture Trustee
shall have declared the principal of and interest on the Debentures to be due
and payable, the Debenture Trustee shall so invest such monies upon Written
Direction of the Corporation given in a reasonably timely manner. Any Written
Direction must be received prior to 11:00 am (Toronto time) on a Business Day.
If received after 11:00 a.m. (Toronto time), the Written Direction will be
deemed received on the next following Business Day. Pending the investment of
any monies as hereinbefore provided, such monies may be deposited in a
segregated interest-bearing account the name of the Debenture Trustee in any
chartered bank of Canada or, with the consent of the Corporation, in the deposit
department of the Debenture Trustee or any other loan or trust company
authorized to accept deposits under the laws of Canada or any province or
territory thereof at the rate of interest, if any, then current on similar
deposits. The Corporation shall receive such chartered banks or the Debenture
Trustees (as the case may be) prevailing rate for all monies held by it, as may
change from time to time.

---

- 86 -

Unless and until the Debenture Trustee shall have declared the
  principal of and interest on the Debentures to be due and payable, the Debenture
  Trustee shall pay over to the Corporation all interest received by the Debenture
  Trustee in respect of any investments or deposits made pursuant to the
provisions of this Section.

|15.11 | Debenture Trustee Not Ordinarily
  Bound
|----- | ----------------------------------------

Except as provided in Section 8.2 and as
otherwise specifically provided herein, the Debenture Trustee shall not, subject
to Section 15.4, be bound to give notice to any person of
the execution hereof, nor to do, observe or perform or see to the observance or
performance by the Corporation of any of the obligations herein imposed upon the
Corporation or of the covenants on the part of the Corporation herein contained,
nor in any way to supervise or interfere with the conduct of the
Corporation’s business, unless the Debenture Trustee shall have been
required to do so in writing by the holders of not less than 25% of the
aggregate principal amount of the Debentures then outstanding or by any
Extraordinary Resolution of the Debentureholders passed in accordance with the
provisions contained in Article 13, and then only after
it shall have been funded and indemnified to its satisfaction against all
actions, proceedings, claims and demands to which it may render itself liable
and all costs, charges, damages and expenses which it may incur by so doing.

|15.12 | Debenture Trustee Not Required to Give
    Security
|----- | ---------------------------------------------------

The Debenture Trustee shall not be required to give any bond or
security in respect of the execution of the trusts and powers of this Indenture
or otherwise in respect of the premises.

|15.13 | Debenture Trustee Not Bound to Act on the
      Corporations Request
|----- | ---------------------------------------------------------------------

Except as in this Indenture otherwise specifically provided,
the Debenture Trustee shall not be bound to act in accordance with any direction
or request of the Corporation until a duly authenticated copy of the instrument
or resolution containing such direction or request shall have been delivered to
the Debenture Trustee, and the Debenture Trustee shall be empowered to act upon
any such copy purporting to be authenticated and believed by the Debenture
Trustee to be genuine.

---

- 87 -

|15.14 | Debenture Trustee Protected in
  Acting
|----- | ---------------------------------------

The Debenture Trustee may act and rely, and shall be protected
in acting and relying absolutely, upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, letter, facsimile
transmission, directions or other paper document believed in good faith by it to
be genuine and to have been signed, sent or presented by or on behalf of the
proper party or parties. The Debenture Trustee shall be protected in acting and
relying upon any written notice, request, waiver, consent, certificate, receipt,
statutory declaration, affidavit or other paper or document furnished to it, not
only as to its due execution and the validity and the effectiveness of its
provisions but also as to the truth and acceptability of any information therein
contained which it in good faith believes to be genuine and what it purports to
be.

|15.15 | Conditions Precedent to Debenture Trustees
      Obligations to Act Hereunder
|----- | ------------------------------------------------------------------------------

The obligation of the Debenture Trustee to commence or continue
any act, action or proceeding for the purpose of enforcing the rights of the
Debenture Trustee and of the Debentureholders hereunder shall be conditional
upon the Debentureholders furnishing when required by notice in writing by the
Debenture Trustee, sufficient funds to commence or continue such act, action or
proceeding and indemnity reasonably satisfactory to the Debenture Trustee to
protect and hold harmless the Debenture Trustee 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 Debenture Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers unless indemnified as aforesaid.

The Debenture Trustee may, before commencing or at any time
during the continuance of any such act, action or proceeding require the
Debentureholders at whose instance it is acting to deposit with the Debenture
Trustee the Debentures held by them for which Debentures the Debenture Trustee
shall issue receipts.

|15.16 | Authority to Carry on
Business
|----- | ------------------------------

The Debenture Trustee represents to the Corporation that at the
date of execution and delivery by it of this Indenture it is authorized to carry
on the business of a trust company in all the provinces and territories of
Canada, which, for certainty, includes in accordance with the Indenture
Legislation, but if, notwithstanding the provisions of this Section 15.16, it ceases to be so authorized to carry on business,
the validity and enforceability of this Indenture and the securities issued
hereunder shall not be affected in any manner whatsoever by reason only of such
event but the Debenture Trustee shall, within 90 days after ceasing to be
authorized to carry on the business of trust company in any of the provinces and
territories of Canada, which, for certainty, includes in accordance with the
Indenture Legislation, either become so authorized or resign in the manner and
with the effect specified in Section 15.3.

|15.17 | Compensation and
Indemnity
|----- | --------------------------

| | (a) | The Corporation shall pay to the Debenture Trustee from
      time to time reasonable compensation for its services hereunder as agreed
      separately by the Corporation and the Debenture Trustee, and shall pay or
      reimburse the Debenture Trustee upon its request for all reasonable
      expenses, disbursements and advances incurred or made by the Debenture
      Trustee in the administration or execution of its duties under this
      Indenture (including the reasonable and documented compensation and
      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 Debenture Trustee
  under this Indenture shall be finally and fully performed.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 88 -

| | (b) | Subject to compliance with Indenture Legislation, the
      Corporation hereby indemnifies and saves harmless the Debenture Trustee
      and its directors, officers, employees and agents from and against any and
      all loss, damages, charges, expenses, claims, demands, actions or
      liability whatsoever which may be brought against the Debenture Trustee or
      which it may suffer or incur as a result of or arising out of the
      performance of its duties and obligations hereunder save only in the event
      of the gross negligence or the wilful misconduct or bad faith of the
      Debenture Trustee. This indemnity will survive the termination or
      discharge of this Indenture and the resignation or removal of the
      Debenture Trustee. The Debenture Trustee shall notify the Corporation
      promptly of any claim for which it may seek indemnity. The Corporation
      shall defend the claim and the Debenture Trustee shall cooperate in the
      defence. The Debenture Trustee may, in the event of a conflict of
      interest, have separate counsel and the Corporation shall pay the
      reasonable fees and expenses of such counsel. The Corporation and the
      Debenture Trustee, as applicable, need not pay for any settlement made
      without its consent, which consent must not be unreasonably withheld. This
      indemnity shall survive the resignation or removal of the Debenture
      Trustee or the discharge of this Indenture.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | Provisions contained in this Section 15.17 shall survive the resignation or removal of the
      Debenture Trustee and the discharge of this
Debenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|15.18 | Anti-Money Laundering
|----- | ---------------------

The Debenture Trustee 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 Debenture Trustee, in its sole judgment and
acting reasonably, determines that such act might cause it to be in
non-compliance with any applicable anti-money laundering or anti-terrorist
legislation, regulation or guideline. Further, should the Debenture Trustee, in
its sole judgment and acting reasonably, determine at any time that its acting
under this Indenture has resulted in its being in non-compliance with any
applicable anti-money laundering or anti-terrorist legislation, regulation or
guideline, then it shall have the right to resign on ten days written notice to
the Corporation or any shorter period of time as agreed to by the Corporation,
provided that:

| | (a) | the Debenture Trustees written notice shall describe the
      circumstances of such non- compliance; and                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                 
| | (b) | if such circumstances are rectified to the Debenture
      Trustees satisfaction within such 10 day period, then such resignation
      shall not be effective.

|15.19 | Acceptance of Trust
|----- | -------------------

The Debenture Trustee hereby accepts the trusts in this
Indenture declared and provided for and agrees to perform the same upon the
terms and conditions herein set out and to hold all rights, privileges and
benefits conferred hereby and by law in trust for the various persons who shall
from time to time be Debentureholders, subject to all the terms and conditions
herein set out.

|15.20 | Privacy Laws
|----- | ------------

The parties acknowledge that federal and/or provincial
legislation that addresses the protection of individuals personal information
(collectively, Privacy Laws) applies to certain obligations and
activities under this Indenture. Notwithstanding any other provision of this
Indenture, neither party shall take or direct any action that would contravene, or cause the
other to contravene, applicable Privacy Laws. The Corporation shall, prior to
transferring or causing to be transferred personal information to the Debenture
Trustee, obtain and retain required consents of the relevant individuals to the
collection, use and disclosure of their personal information, or shall have
determined that such consents either have previously been given upon which the
parties can rely or are not required under the Privacy Laws. The Debenture
Trustee shall use commercially-reasonable efforts to ensure that its services
hereunder comply with Privacy Laws. Specifically, the Debenture Trustee agrees:
(a) to have a designated chief privacy officer; (b) to maintain policies and
procedures to protect personal information and to receive and respond to any
privacy complaint or inquiry; (c) to use personal information solely for the
purposes of providing its services under or ancillary to this Indenture and to
comply with applicable laws and not to use it for any other purpose except with
the consent of or direction from the Corporation or the individual involved or
as permitted by Privacy Laws; (d) not to sell or otherwise improperly disclose
personal information to any third party; and (e) to employ administrative,
physical and technological safeguards to reasonably secure and protect personal
information against loss, theft, or unauthorized access, use or modification.

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- 89 -

|15.21 | Force Majeure
|----- | -------------

Except for the payment of conversion obligations of the
Corporation contained herein, neither 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
force majeure, such as 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, general 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 15.21.

ARTICLE 16 SUPPLEMENTAL INDENTURES

|16.1 | Supplemental Indentures
|---- | -----------------------

Subject to any approval that may be required pursuant to the
requirements of the TSX or such other exchange on which the Debentures are
listed, if any, from time to time the Debenture Trustee and, when authorized by
a resolution of the Directors, the Corporation, may, and shall when required by
this Indenture, execute, acknowledge and deliver by their proper officers deeds
or indentures supplemental hereto which thereafter shall form part hereof, for
any one or more of the following purposes:

| | (a) | providing for the issuance of Additional Debentures under
      this Indenture;                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | adding to the covenants of the Corporation herein
      contained for the protection or benefit of the Debentureholders, or of the
      Debentures of any series, or providing for events of default, in addition
      to those herein specified;                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | making such provisions not inconsistent with this
      Indenture as may be necessary or desirable with respect to matters or
      questions arising hereunder, including the making of any modifications in
      the form of the Debentures which do not affect the substance thereof and
      which in the opinion of the Debenture Trustee relying on an opinion of
      Counsel will not be prejudicial to the interests of the
      Debentureholders;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | evidencing the succession, or successive successions, of
      others to the Corporation and the covenants of and obligations assumed by
      any such successor in accordance with the provisions of this
    Indenture;                                                                                                                                                                                                                                     

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- 90 -

| | (e) | giving effect to any Extraordinary Resolution passed as
      provided in Article 13;                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | making any additions to, deletions from or alterations of
      the provisions of this Indenture (including any of the terms and
      conditions of the Debentures) which, in the opinion of the Debenture
      Trustee (relying on an opinion of counsel), are not prejudicial to the
      interests of the Debentureholders and which are necessary or advisable in
      order to incorporate, reflect or comply with the Indenture Legislation;
      and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | for any other purpose not inconsistent with the terms of
      this Indenture, provided that, in the opinion of the Debenture Trustee
      (relying on an opinion of counsel), the rights of the Debentureholders are
      in no way prejudiced thereby.                                                                                                                                                                                                      

Unless the supplemental indenture requires the consent or
concurrence of Debentureholders or the holders of a particular series of
Debentures, as the case may be, by Extraordinary Resolution, the consent or
concurrence of Debentureholders or the holders of a particular series of
Debentures, as the case may be, shall not be required in connection with the
execution, acknowledgement or delivery of a supplemental indenture. The
Corporation and the Debenture Trustee may amend any of the provisions of this
Indenture related to matters of United States law or the issuance of Debentures
into the United States in order to ensure that such issuances can be made in
accordance with applicable law in the United States without the consent or
approval of the Debentureholders. The Debenture Trustee will have the right to
request a legal opinion regarding matters of United States law on the issuance
of Debentures into the United States prior to or concurrently with making such
amendments. Further, the Corporation and the Debenture Trustee may without the
consent or concurrence of the Debentureholders or the holders of a particular
series of Debentures, as the case may be, by supplemental indenture or
otherwise, make any changes or corrections in this Indenture which it shall have
been advised by Counsel are required for the purpose of curing or correcting any
ambiguity or defective or inconsistent provisions or clerical omissions or
mistakes or manifest errors contained herein or in any indenture supplemental
hereto, or to remove any conflicts or other inconsistencies which may exist
between any terms of this Indenture and any provisions in the Prospectus or any
provisions of any law or regulation applicable to or affecting the Corporation,
or any Written Direction of the Corporation provided for the issue of
Debentures, provided that in the opinion of the Debenture Trustee (relying upon
an opinion of Counsel) the rights of the Debentureholders and the Senior
Creditors in general are in no way prejudiced thereby.

ARTICLE 17 RIGHTS OF RESCISSION

|17.1 | Rights of Rescission
|---- | --------------------

If the Prospectus contains a misrepresentation (as such term is
defined in the Securities Act (Ontario)) and it was a misrepresentation
on the date hereof, an original purchaser of Initial Debentures to whom the
Prospectus was sent or delivered (each, an Original Purchaser) shall a
have a right of action against the Corporation for rescission to receive the
subscription price for each Initial Debenture for which such Original Purchaser
subscribed exercisable on notice given to the Corporation not more than 180 days
subsequent to the date hereof (the Rescission Period). The right of
action for rescission is available only to an Original Purchaser during the
Rescission Period either while the Original Purchaser is a holder of the Initial
Debentures purchased or while the Original Purchaser is a holder of the Shares
issued upon conversion of such Initial Debentures. In no event shall the
Corporation be liable under this Section 17.1 if the Original Purchaser
purchased the Initial Debentures with knowledge of the misrepresentation. This
contractual right of rescission shall be consistent with the statutory right of
rescission described under section 130 of the Securities Act (Ontario),
and is in addition to any other right or remedy available to Original Purchasers
under section 130 of the Securities Act (Ontario) or otherwise at law.

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- 91 -

ARTICLE 18 EXECUTION AND FORMAL DATE

|18.1 | Execution
|---- | ---------

This Indenture may be executed and delivered by facsimile
transmission or electronic mail delivery and in counterparts, each of which when
so executed and delivered 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.

|18.2 | Contracts of the
Corporation
|---- | ----------------------------

| | (a) | The Directors, in incurring any debts, liabilities or
      obligations, or in taking or omitting any other actions for or in
      connection with the affairs of the Corporation are, and will be
      conclusively deemed to be, acting for and on behalf of the Corporation,
      and not in their own personal capacities. None of the Directors will be
      subject to any personal liability for any debts, liabilities, obligations,
      claims, demands, judgments, costs, charges or expenses (including legal
      expenses) against or with respect to the Corporation or in respect of the
      affairs of the Corporation. No property or assets of the Directors, owned
      in their personal capacity or otherwise, will be subject to any levy,
      execution or other enforcement procedure with regard to any obligations
      under this Indenture or the Debentures. No recourse may be had or taken,
      directly or indirectly, against the Directors in their personal capacity.
      The Corporation will be solely liable therefor and resort will be had
      solely to the property and assets of the Corporation for payment or
      performance thereof.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | No holder of Shares as such will be subject to any
      personal liability whatsoever, whether extra-contractually, contractually
      or otherwise, to any party to this Indenture or pursuant to the Debentures
      in connection with the obligations or the affairs of the Corporation or
      the acts or omissions of the Directors, whether under this Indenture, the
      Debentures or otherwise, and the other parties to this Indenture and the
      holders of the Debentures will look solely to the property and assets of
      the Corporation for satisfaction of claims of any nature arising out of or
      in connection therewith and the property and assets of the Corporation
      only will be subject to levy or execution.                                                                                                                                                                                                                                                                                                                                                                                                                                          

|18.3 | Formal Date
|---- | -----------

For the purpose of convenience this Indenture may be referred
to as bearing the formal date of February 9, 2015 irrespective of the actual
date of execution hereof.

[remainder of this page intentionally left blank]

---

IN WITNESS WHEREOFthe parties hereto have executed this
agreement as of the date first written above.

| | PRIMERO MINING CORP.                       
| | -------------------------------------------
| |                                            
| | By:                                        
| |                                            
| |                                            
| |                                            
| | COMPUTERSHARE TRUST COMPANY OF
      CANADA
| |                                            
| | By:                                        
| |                                            
| |                                            
| |                                            
| | By:                                        
| |                                            
| |                                            

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A-1

SCHEDULEAFORM OF GLOBAL
DEBENTURE

TO THE TRUST INDENTURE BETWEENPRIMERO MINING
CORP. ANDCOMPUTERSHARE TRUST COMPANY OF CANADA

---

A-2

SCHEDULEA

GLOBAL DEBENTURE CERTIFICATE

This Initial Debenture is a Global Debenture within the meaning
of the Indenture herein referred to and is registered in the name of a
Depository or a nominee thereof. This Initial Debenture may not be transferred
to or exchanged for Initial Debentures registered in the name of any person
other than the Depository or a nominee thereof and no such transfer may be
registered except in the limited circumstances described in the Indenture (as
defined below). Every Initial Debenture authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of, this Initial
Debenture shall be a Global Debenture subject to the foregoing, except in such
limited circumstances described in the Indenture.

Unless this Initial Debenture is presented by an authorized
representative of CDS Clearing and Depository Services Inc. (CDS) to
Primero Mining Corp. 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.

|Certificate No. 2015-1 | [$_________]
|---------------------- | ------------
|CUSIP 74164WAB2        |             
|ISIN CA 74164WAB24     |             

PRIMERO MINING CORP.

(A CORPORATION GOVERNED BY THEBUSINESS
CORPORATIONS ACT(BRITISH COLUMBIA))

5.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURE

PRIMERO MINING CORP.(the Corporation) for
value received hereby acknowledges itself indebted and, subject to the
provisions of the trust indenture (the Indenture) dated as of February
9, 2015 between the Corporation and Computershare Trust Company of Canada (the
Debenture Trustee), promises to pay to the registered holder hereof on
the Maturity Date or on such earlier date as the principal amount hereof may
become due in accordance with the provisions of the Indenture, the principal sum
of ___________dollars in lawful money of the United States [$________], as such
amount may be adjusted from time to time in accordance with the Indenture and
reflected in the adjustment table set forth in Exhibit 1 hereto, on
presentation and surrender of this Initial Debenture at the principal offices of
the Debenture Trustee in Toronto, Ontario in accordance with the terms of the
Indenture.

The Initial Debentures shall bear interest from and including
the date of issue at the rate of 5.75% per annum, payable in US dollars
semi-annually, in arrears, on February 28 and August 28 in each year computed on
the basis of a 360-day year composed of twelve 30-day months. The first such
payment will fall due on August 28, 2015 and the last such payment (representing
interest payable from and including the last Interest Payment Date to, but
excluding, February 28, 2020 or, the earlier date of redemption, repayment or
conversion) will fall due on the Maturity Date or the earlier date of
redemption, repayment or conversion, payable after as well as before maturity
and after as well as before default, with interest on amounts after maturity or
in default at the same rate, compounded semi-annually, computed on the basis
of a 360-day year composed of twelve 30-day months. The first
interest payment will include interest accrued and unpaid from and including
February 9, 2015 to, but excluding, August 28, 2015.

---

A-3

Interest hereon shall be payable by cheque mailed by prepaid
  ordinary mail or by electronic transfer of funds to the registered holder hereof
  and, subject to the provisions of the Indenture, the sending of such electronic
  transfer of funds shall, to the extent of the sum represented thereby (plus the
  amount of any tax withheld), satisfy and discharge all liability for interest on
this Initial Debenture.

This Initial Debenture is one of the 5.75% Convertible
Unsecured Subordinated Debentures due February 28, 2020 (referred to herein as
the Initial Debentures)of the Corporation issued or issuable in
one or more series under the provisions of the Indenture. The Initial Debentures
authorized for issue immediately are limited to an aggregate principal amount of
eighty six million two hundred and fifty thousand dollars in lawful money of the
United States ($86,250,000). Reference is hereby expressly made to the Indenture
for a description of the terms and conditions upon which the Initial Debentures
are issued and held and the rights and remedies of the holders of the Initial
Debentures and of the Corporation and of the Debenture Trustee, all to the same
effect as if the provisions of the Indenture were herein set out to all of which
provisions the holder of this Initial Debenture by acceptance hereof assents.

The Initial Debentures are issuable only in denominations of
$1,000 and integral multiples thereof. Upon compliance with the provisions of
the Indenture, Initial Debentures of any denomination may be exchanged for an
equal aggregate principal amount of Initial Debentures in any other authorized
denomination or denominations.

The whole, or if this Initial Debenture is a denomination in
excess of $1,000, any part which is $1,000 or an integral multiple thereof, of
the principal of this Initial Debenture is convertible, at the option of the
holder hereof, upon surrender of this Initial Debenture at the principal offices
of the Debenture Trustee in Toronto, Ontario, at any time prior to the close of
business on the earlier of (i) the Business Day immediately preceding the
Maturity Date, (ii) the Business Day immediately preceding the date specified
for redemption of this Initial Debenture, and (iii) the Business Day immediately
preceding the payment date in the event the Corporation is required to offer to
repurchase the Debentures in the event of a Change of Control, into Shares at a
conversion price of approximately $6.55 per Share, being a conversion rate of
152.6718 Shares for each $1,000 principal amount of Initial Debentures so
converted, all subject to the terms and conditions and in the manner set out in
the Indenture. The Indenture makes provision for the adjustment of the
Conversion Rate in the events therein specified. No fractional Shares will be
issued on any conversion but in lieu thereof, the Corporation will satisfy such
fractional interest by a cash payment equal to the fractional interest
multiplied by the Current Market Price, as defined in the Indenture. Holders
converting their Initial Debentures will receive, as the case may be, interest
which has accrued and is unpaid in respect thereof from the most recent Interest
Payment Date to but excluding the date of conversion.

This Initial Debenture may be redeemed at the option of the
Corporation on the terms and conditions set out in the Indenture at the
Redemption Price therein and herein set out provided that this Initial Debenture
is not redeemable before February 28, 2018 except in the event of the
satisfaction of certain conditions after a Change of Control has occurred. On
and after February 28, 2018 and prior to February 28, 2020, the Initial
Debentures may be redeemed at the option of the Corporation at the redemption
price equal to the principal amount of the Initial Debentures plus accrued and
unpaid interest thereon up to but excluding the date set for redemption
provided, among other things, the Current Market Price is at least 125% of the
Conversion Price and, in addition thereto, at the time of redemption, the
Corporation shall pay to the holder accrued and unpaid interest and otherwise on
the terms and conditions described in the Indenture. In connection with the
redemption of the Initial Debentures, the Corporation may, on notice as provided
in the Indenture, at its option and subject to any applicable regulatory
approval and applicable securities law, elect to satisfy its obligation to pay all or a
portion of the applicable Redemption Price by the issue of that number of
Freely-Tradeable Shares obtained by dividing the applicable Redemption Price by
95% of the Current Market Price of the Shares on the Redemption Date.

---

A-4

Within 30 days following a Change of Control of the
  Corporation, the Corporation is required to deliver to the Debenture Trustee a
  notice in writing stating that there has been a Change of Control and specifying
  the date on which such Change of Control occurred and the circumstances or
  events giving rise to such Change of Control together with an offer in writing
  to purchase for cash all of the Initial Debentures then outstanding from the
  holders thereof at a price per Initial Debenture equal to 100% of the principal
  amount thereof together with accrued and unpaid interest thereon up to but
  excluding the Change of Control Purchase Date, as such term is defined in the
  Debenture. If 90% or more of the principal amount of the Initial Debentures
  outstanding on the date the Corporation provides the Debenture Offer to the
  Debenture Trustee have been tendered for purchase pursuant to the Debenture
  Offer, the Corporation has the right to redeem all the remaining outstanding
Initial Debentures at the same price.

If an Offer for all of the outstanding Debentures of a series
is made which is a take-over bid for Debentures within the meaning of the
Securities Act (Ontario) and Debentures representing 90% or more of the
principal amount of all the then-outstanding Debentures (other than Debentures
held at the date of the take-over bid by or on behalf of the Offeror, Associates
or Affiliates of the Offeror or anyone acting jointly or in concert with the
Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled
to acquire the Debentures of those holders who did not accept the Offer on the
same terms as the Offeror acquired the first 90% or more of the principal amount
of the Debentures.

The Corporation may, on notice as provided in the Indenture, at
its option and subject to any applicable regulatory approval, elect to satisfy
the obligation to repay all or any portion of the principal amount of this
Initial Debenture due on the Maturity Date by the issue of that number of
Freely-Tradeable Shares obtained by dividing the principal amount of this
Initial Debenture to be paid for in Shares pursuant to the exercise by the
Corporation of the Share Repayment Right by 95% of the Current Market Price on
the Maturity Date.

The indebtedness evidenced by this Initial Debenture, and by
all other Initial Debentures now or hereafter certified and delivered under the
Indenture, is a direct unsecured obligation of the Corporation, and is
subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment of all Senior Indebtedness, whether
outstanding at the date of the Indenture or thereafter created, incurred,
assumed or guaranteed.

The principal hereof may become or be declared due and payable
before the stated maturity in the events, in the manner, with the effect and at
the times provided in the Indenture.

The Indenture contains provisions making binding upon all
holders of Debentures outstanding thereunder (or in certain circumstances
specific series of Debentures) resolutions passed at meetings of such holders
held in accordance with such provisions and instruments signed by the holders of
a specified majority of Debentures outstanding (or specific series), which
resolutions or instruments may have the effect of amending the terms of this
Initial Debenture or the Indenture.

This Initial Debenture may be transferred, only upon compliance
with the conditions prescribed in the Indenture, in one of the registers to be
kept at the principal offices of the Debenture Trustee in Toronto, Ontario and
in such other place or places and/or by such other registrars (if any) as the
Corporation with the approval of the Debenture Trustee may designate. No
transfer of this Initial Debenture shall be valid unless made on the register by
the registered holder hereof or his executors or administrators or other legal
representatives, or his or their attorney duly appointed by an instrument in
form and substance satisfactory to the Debenture Trustee or other registrar, and
upon compliance with such reasonable requirements as the Debenture Trustee
and/or other registrar may prescribe and upon surrender of this Initial
Debenture for cancellation. Thereupon a new Initial Debenture or Initial
Debentures in the same aggregate principal amount shall be issued to the
transferee in exchange hereof.

---

A-5

This Initial Debenture shall not become obligatory for any
  purpose until it shall have been certified by the Debenture Trustee under the
Indenture.

If any of the provisions of this Initial Debenture are
inconsistent with the provisions of the Indenture, the provisions of the
Indenture shall take precedence and shall govern. Capitalized words or
expressions used in this Initial Debenture shall, unless otherwise defined
herein, have the meaning ascribed thereto in the Indenture. Unless otherwise
indicated, all dollar amounts expressed in this Initial Debentures are in lawful
money of the United States and all payments required to be made hereunder and
thereunder shall be made in United States dollars.

The Indenture and this Debenture shall be governed by, and
construed in accordance with, the laws of the Province of Ontario and the
federal laws of Canada applicable therein.

[remainder of this page intentionally left blank]

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A-6

IN WITNESS WHEREOF PRIMERO MINING CORP.has caused this
Initial Debenture to be signed by its authorized representatives as of the
9th day of February, 2015.

| | PRIMERO MINING CORP.                                                
| | --------------------------------------------------------------------
| | By:          
      ________________________________________________
| | Name:                                                               
| | Title:                                                              

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A-7

DEBENTURE TRUSTEES CERTIFICATE

This Initial Debenture is one of the 5.75% Convertible
Unsecured Subordinated Debentures due February 28, 2020 referred to in the
Indenture within mentioned.

COMPUTERSHARE TRUST COMPANY OF CANADA

By:   
______________________________        
(Authorized Officer)

REGISTRATION PANEL

(No writing hereon except by Debenture Trustee or other
registrar)

Date of Registration
    In Whose Name Registered
    Signature of Debenture Trustee or
      Registrar


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A-8

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto , whose address and social insurance number, if
applicable, are set out below, this Initial Debenture (or $______principal amount hereof *) of Primero Mining Corp. standing in the name(s)
of the undersigned in the register maintained by the Debenture Trustee with
respect to such Initial Debenture and does hereby irrevocably authorize and
direct the Debenture Trustee to transfer such Initial Debenture in such
register, with full power of substitution in the premises.

|Dated:  _________________________                                                                                                       
|----------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                        
|Address of Transferee: 
      __________________________________________________________________________________________________________
|(Street Address, City, Province and Postal Code)                                                                                        
|                                                                                                                                        
|Social Insurance Number of Transferee, if applicable: 
      _____________________________________________________________              

* If less than the full principal amount of the within Initial
Debenture is to be transferred, indicate in the space provided the principal
amount (which must be $1,000 or an integral multiple thereof, unless you hold an
Initial Debenture in a non-integral multiple of $1,000, in which case such
Initial Debenture is transferable only in its entirety) to be transferred.

|1. | The signature(s) to this assignment must correspond with
      the name(s) as written upon the face of this Initial Debenture in every
      particular without alteration or any change whatsoever. The signature(s)
      on this form must be guaranteed by one of the following methods:                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Canada and the USA: A Medallion Signature
      Guarantee obtained from a member of an acceptable Medallion Signature
      Guarantee Program (STAMP, SEMP, 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.                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Canada: A Signature Guarantee obtained from a
      major Canadian Schedule I chartered bank. The Guarantor must affix a stamp
      bearing the actual words Signature Guaranteed. Signature
      Guarantees are not accepted from Treasury Branches, Credit Unions or
      Caisses Populaires unless they are members of a Medallion Signature
      Guarantee Program.                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Outside North America: For holders located outside
      North America, present the certificate(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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | The registered holder of this Initial Debenture is
      responsible for the payment of any documentary, stamp or other transfer
      taxes that may be payable in respect of the transfer of this Initial
      Debenture.                                                                                                                                                                                                

|                        |  |                                            
|----------------------- |  | -------------------------------------------
|Signature of Guarantor: |  |                                            
|                        |  |                                            
|Authorized Officer      |  | Signature of transferring registered holder
|                        |  |                                            
|Name of Institution     |  |                                            

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A-9

EXHIBIT1TO CDS GLOBAL DEBENTURE

PRIMERO MINING CORP.

5.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

|Initial Aggregate Principal Amount:                               | [$_________]
|----------------------------------------------------------------- | ------------
|                                                                  |             
|CUSIP 74164WAB2                                                   |             
|                                                                  |             
|ISIN CA 74164WAB24                                                |             
|                                                                  |             
|Signature of the Debenture Trustee: 
      ______________________ |             

ADJUSTMENTS

Date
    Amount of Increase
    Amount of Decrease
    New Principal Amount
    Authorization


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B-1

SCHEDULEBFORM OF REDEMPTION
NOTICE

TO THE TRUST INDENTURE BETWEEN PRIMERO MINING CORP.ANDCOMPUTERSHARE TRUST COMPANY OF CANADA

---

B-2

SCHEDULE BFORM OF REDEMPTION NOTICE

PRIMERO MINING CORP.5.75% CONVERTIBLE UNSECURED
SUBORDINATED DEBENTURES REDEMPTION NOTICE

|To:   | Holders of 5.75% Convertible Unsecured Subordinated
      Debentures (the Debentures) of Primero Mining Corp. (the
      Corporation)    
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                              
|Note: | All capitalized terms used herein have the meaning
      ascribed thereto in the Indenture mentioned below, unless otherwise
      indicated.

Notice is hereby given pursuant to Section 4.3 of the trust
indenture (the Indenture) dated as of February 9, 2015 between the
Corporation and Computershare Trust Company of Canada (the Debenture
Trustee), that the aggregate principal amount of $of the $of Debentures outstanding will be redeemed as of  (the
Redemption Date),upon payment of a redemption amount of $1,000
for each $1,000 principal amount of Debentures, being equal to the aggregate of
(i) $ (theRedemption Price),and (ii) all accrued and
unpaid interest hereon to but excluding the Redemption Date (collectively, the
Total Redemption Price).

The Total Redemption Price will be payable upon presentation
and surrender of the Debentures called for redemption at the following corporate
trust office:

Computershare Trust Company of
Canada |100 University Avenue, 8th Floor Toronto, Ontario M5J
2Y1

Attention: Manager, Corporate Trust

The interest upon the principal amount of Debentures called for
redemption shall cease to be payable from and after the Redemption Date, unless
payment of the Total Redemption Price shall not be made on presentation for
surrender of such Debentures at the above-mentioned corporate trust office on or
after the Redemption Date or prior to the setting aside of the Total Redemption
Price pursuant to the Indenture.

[Pursuant to Section 4.6 of the Indenture, the Corporation
hereby irrevocably elects to satisfy its obligation to pay to the holders of
Debentures $ of the Redemption Price payable to holders ofDebentures in accordance with this notice by issuing and delivering to
the holders that number of Freely-Tradeable Shares obtained by dividing the
Redemption Price by 95% of the then-Current Market Price of the Shares.

No fractional Shares shall be delivered upon the exercise by
the Corporation of the above-mentioned redemption right but, in lieu thereof,
the Corporation shall pay the cash equivalent thereof determined on the basis of
the Current Market Price of Shares on the Redemption Date (less any tax
required to be deducted, if any).

---

B-3

Upon presentation and surrender of the Debentures for
payment on the Redemption Date, the Corporation shall, on the Redemption Date,
make the delivery to the Debenture Trustee, at the above-mentioned corporate
trust office, for delivery to and on account of the holders, of certificates
representing the Freely-Tradeable Shares to which holders are entitled together
with the cash equivalent in lieu of fractional Shares, cash for all accrued and
unpaid interest up to, but excluding, the Redemption Date, and, if only a portion of the
Debentures are to be redeemed by issuing Freely-Tradeable Shares, cash
representing the balance of the Redemption Price.]

DATED:  _________________________________

PRIMERO MINING CORP.

By: 
_____________________________________      
Name:        Title:

---

C-1

SCHEDULECFORM OF MATURITY NOTICE

TO THE TRUST INDENTURE BETWEEN PRIMERO MINING CORP.ANDCOMPUTERSHARE TRUST COMPANY OF CANADA

---

C-2

SCHEDULECFORM OF MATURITY NOTICE

PRIMERO MINING CORP.5.75% CONVERTIBLE UNSECURED
SUBORDINATED DEBENTURES MATURITY NOTICE

|To:   | Holders of 5.75% Convertible Unsecured Subordinated
      Debentures (the Debentures) of Primero Mining Corp. (the 
      Corporation)   
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                              
|Note: | All capitalized terms used herein have the meaning
      ascribed thereto in the Indenture mentioned below, unless otherwise
      indicated.

Notice is hereby given pursuant to Section 4.11(b) of the trust
indenture (the Indenture) dated as of February 9, 2015 between the
Corporation and Computershare Trust Company of Canada, as trustee (the
Debenture Trustee),that the Debentures are due and payable as
of February 28, 2020 (the Maturity Date)and the Corporation
elects to satisfy its obligation to pay to holders of Debentures $ of the
principal amount of the Debentures outstanding on the Maturity Date by issuing
and delivering to the holders that number of Freely-Tradeable Shares equal to
the number obtained by dividing such principal amount of the Debentures by 95%
of the Current Market Price of Shares on the Maturity Date.

No fractional Shares shall be delivered on exercise by the
Corporation of the above-mentioned repayment right but, in lieu thereof, the
Corporation shall pay the cash equivalent thereof determined on the basis of the
Current Market Price of Shares on the Maturity Date (less any tax required to be
deducted, if any). In this connection, upon presentation and surrender of the
Debentures for payment on the Maturity Date, the Corporation shall, on the
Maturity Date, make delivery to the Debenture Trustee, at its principal
corporate trust office in Toronto, Ontario, for delivery to and on account of
the holders, of certificates representing the Freely-Tradeable Shares to which
holders are entitled together with the cash equivalent in lieu of fractional
Shares, cash for all accrued and unpaid interest up to, but excluding, the
Maturity Date and if only a portion of the Debentures are to be repaid by
issuing Freely-Tradeable Shares, cash representing the balance of the principal
amount, premium (if any) and interest (if any) due on the Maturity Date.

| | DATED:                                       
| | ---------------------------------------------
| | ____________________________________________ 
| |                                              
| | PRIMERO MINING CORP.                         
| | By:                                          
| | _____________________________________________
| | Name:                                        
| | Title:                                       
| | By:                                          
| | _____________________________________________
| | Name:                                        
| | Title:                                       

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D-1

SCHEDULEDFORM OF NOTICE OF
CONVERSION

TO THE TRUST INDENTURE BETWEENPRIMERO MINING
CORP. ANDCOMPUTERSHARE TRUST COMPANY OF CANADA

---

D-2

SCHEDULED

FORM OF NOTICE OF CONVERSION

PRIMERO MINING CORP.5.75% CONVERTIBLE UNSECURED
SUBORDINATED DEBENTURES NOTICE OF CONVERSION

|To:   | PRIMERO MINING CORP.                                                                                                                         
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                              
|Note: | All capitalized terms used herein have the
      meaning ascribed thereto in the Indenture mentioned below, unless
      otherwise indicated.

The undersigned registered holder of 5.75% Convertible
Unsecured Subordinated Debentures in the principal amount of $ bearing
Certificate No. 2015-1 irrevocably elects to convert such Debentures (or
$_______ principal amount thereof *) in accordance with the terms of the
Indenture referred to in such Debentures and tenders herewith the Debentures,
and, if applicable, directs that the Shares of Primero Mining Corp. issuable
upon a conversion be issued and delivered to the person indicated below. (If
Shares are to be issued in the name of a person other than the holder, all
requisite transfer taxes must be tendered by the undersigned).

|Dated:
      _________________________________________________________________________ |  |                                       
|-------------------------------------------------------------------------------------- |  | --------------------------------------
|                                                                                       |  | (Signature of
      Registered Holder)

* If less than the full principal amount of the Debentures,
indicate in the space provided the principal amount (which must be $1,000 or
integral multiples thereof).

|NOTE: | If Shares are to be issued in the name of a
      person other than the holder, the signature must be guaranteed by one of
      the following methods:
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------

Canada and the USA: A Medallion
Signature Guarantee obtained from a member of an acceptable Medallion Signature
Guarantee Program (STAMP, SEMP, 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.

Canada: A Signature Guarantee
obtained from a major Canadian Schedule I chartered bank. The Guarantor must
affix a stamp bearing the actual words Signature Guaranteed. Signature
Guarantees are not accepted from Treasury Branches, Credit Unions or Caisses
Populaires unless they are members of a Medallion Signature Guarantee Program.

Outside North America: For
holders located outside North America, present the certificate(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.

---

D-3

|(Print name in which Shares are to be issued, delivered and
      registered)
|-----------------------------------------------------------------------------
|                                                                             
|Name: 
    _______________________________________________                   
|                                                                             
|Address 
    _____________________________________________                   
|                                                                             
|_____________________________________________________                        
|                                                                             
|City, Province and Postal Code 
      _____________________________          
|                                                                             
|Name of guarantor: 
      ______________________________________             
|                                                                             
|Authorized signature: 
      ____________________________________            

---