Exhibit 4.1


 


NICOCORP DEVELOPMENTS LTD. 


(the
“Company”)



 


2016 INCENTIVE STOCK OPTION PLAN 


 


		1.	OBJECTIVES 



 


The Plan is intended as an incentive to enable the Company to:


 


		(a)	attract and retain qualified directors, officers, employees
and consultants of the Company and its Affiliates,



 


		(b)	promote a proprietary interest in the Company and its Affiliates
among its employees, officers, directors and consultants, and



 


		(c)	stimulate the active interest of such persons in the development
and financial success of the Company and its Affiliates.



 


		2.	DEFINITIONS 



 


As used in the Plan, the terms set forth below will have the
following respective meanings:


 


		“	Affiliate”
has the meaning ascribed thereto in the Securities Act, as amended from time to time; 



 


		“	Associate”
has the meaning ascribed thereto in the Securities Act, as amended from time to time; 



 


		“	Board”
means the board of directors of the Company; 



 


		“	Committee”
means the Compensation and Organization Committee of the Board; 



 


“Consultant”
has the meaning set forth in National Instrument 45-106, as amended or superseded from time to time; 


 


“Company”
means Nicocorp Developments Ltd., a company subsisting under the Business Corporations Act (British Columbia) and its successor
corporations; 


 


		“	Director”
means a member of the Board; 



 


		“	Employees”
means an employee of the Company or any of its Affiliates and includes: 



 


		(a)	an individual who is (or would be if he were employed in
Canada) considered an employee of the Company or any of its Affiliates under the Income Tax Act (Canada);



 


		(b)	an individual who works full-time for the Company
or any of its Affiliates providing services normally provided by an employee and who is subject to the same direction and control
by the Company or such Affiliate over the details and methods of work as an employee of the Company or such Affiliate; and



 




    	 	 	 



     


    

  


		(c)	an individual who works for the Company or any of its Affiliates
on a continuing and regular basis for a minimum amount of time per week or month providing services normally provided by an employee
and who is subject to the same control and direction by the Company or such Affiliate over the details of work as an employee
of the Company or such Affiliate;



 


		“	Insider”
has the meaning ascribed thereto in the TSX Company Manual; 



 


“Management
Company Employee” means an Employee of a person providing
management services to the Company or an Affiliate of the Company (not including promotional or investor relations services); 


 


“Non-Employee
Director” means a director of the Company or of an Affiliate
of the Company who is not an Employee or an Officer; 


 


		“	Officer”
has the meaning ascribed thereto in the Securities Act; 



 


		“	Option”
means an option to purchase Shares granted under or subject to the terms of the Plan; 



 


“Option
Agreement” means a written agreement between the Company
and an Optionee that sets forth the terms, conditions and limitations applicable to an Option; 


 


		“	Option Period”
means the period for which an Option is granted; 



 


		“	Optioned Shares”
means the Shares for which an Option is or may become exercisable; 



 


“Optionee”
means a person to whom an Option has been granted under the terms of the Plan or who holds an Option that is otherwise subject
to the terms of the Plan; 


 


		“	Plan”
means this 2016 Incentive Stock Option Plan of the Company; 



 


“Securities
Act” means the Securities Act (British Columbia),
R.S.B.C. 1996 c.418, as amended from time to time; 


 


“Shares”
means common shares without par value in the capital stock of the Company as the same are presently constituted; and 


 


		“	TSX”
means the Toronto Stock Exchange or any successor thereto. 



 


		3.	ADMINISTRATION OF THE PLAN 



 


		3.1	The
Plan will be administered by the Committee, which will have the duties and responsibilities in respect thereof as set out in the
Company’s Compensation and Organization Committee Charter.
Notwithstanding the existence of any such Committee, the Board itself will retain independent and concurrent power to undertake
any action hereunder delegated to the Committee, whether with respect to the Plan as a whole or with respect to individual Options
granted or to be granted under the Plan.



 


		3.2	Subject to the limitations of the Plan, the Board, based
upon the recommendation(s) of the Committee, has full power to grant Options, to determine the terms, limitations, restrictions
and conditions respecting such Options and to settle, execute and deliver Option Agreements and bind the Company accordingly,
to interpret the Plan and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or
proper and to reserve, allot, fix the price of, and issue Shares pursuant to the grant and exercise of Options, all of which powers
must be exercised in the best interests of the Company and in keeping with the objectives of the Plan.



 




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		3.3	Any
decision of the Board or Committee in the interpretation and administration of the Plan lies within its absolute discretion and
is final, conclusive and binding on all parties concerned. No member of the Board or Committee is liable for anything done or
omitted to be done by such member, by any other member of the Board or Committee or by any officer of the Company, in connection
with the performance of any duties under the Plan, except those which arise from such member’s
own wilful misconduct or as expressly provided by statute.



 


		3.4	The Company will pay all administrative costs of the Plan.



 


		4.	ELIGIBILITY FOR OPTIONS 



 


		4.1	Options may be granted to Employees, Officers, Directors
(including Non-Employee Directors), Management Company Employees, and Consultants of the Company and its Affiliates who are, in
the opinion of the Committee, in a position to contribute to the success of the Company or any of its Affiliates or who, by virtue
of their service to the Company or any predecessors thereof or to any of its Affiliates, are in the opinion of the Committee,
worthy of special recognition. Except as may be otherwise set out in this Plan, the granting of Options is entirely discretionary.
Nothing in this Plan will be deemed to give any person any right to participate in this Plan or to be granted an Option and the
designation of any Optionee in any year or at any time will not require the designation of such person to receive an Option in
any other year or at any other time. The Committee will consider such factors as it deems pertinent in selecting participants
and in determining the amounts and terms of their respective Options for recommendation to the Board.



 


		4.2	If an Optionee who is granted an Option is an Employee,
Management Company Employee or Consultant of the Company or any of its Affiliates, the Option Agreement pertaining to such Option
will contain a representation by the Optionee that the Optionee is a bona fide Employee, Management Company Employee or
Consultant of the Company or its Affiliates.



 


		4.3	Subject to:



 


		(a)	the acceptance of this Plan for filing by the TSX; and



 


		(b)	the approval of this Plan by the shareholders,



 


any
options over securities of the Company previously granted by the Company which remain outstanding as at January t,
2016 [NTD: date of approval of Plan by Board], will be deemed to have been issued under and will be governed by the terms of the
Plan provided that, in the event of inconsistency between the terms of the agreements governing such options previously granted
and the terms of the Plan, the terms of such agreements will govern. 


 


		4.4	Subject to any applicable regulatory approvals, Options
may also be granted under the Plan in exchange for outstanding options granted by the Company or any predecessor Company thereof
or any Affiliate thereof, whether such outstanding options were granted under the Plan, under any other stock option plan of the
Company or any predecessor Company or any Affiliate thereof, or under any stock option agreement with the Company or any predecessor
Company or Affiliate thereof.



 


		4.5	Subject to any applicable regulatory approvals, Options
may also be granted under the Plan in substitution for outstanding options of one or more other companies in connection with a
plan of arrangement or exchange, amalgamation, merger, consolidation, acquisition of property or shares, or other reorganization
between or involving such other companies the Company or any of its Affiliates.



 




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		5.	NUMBER OF SHARES RESERVED UNDER THE PLAN 



 


		5.1	The number of Shares that may be reserved for issuance under
the Plan is limited as follows:



 


		(a)	the maximum aggregate number of Shares which may be made
issuable pursuant to the exercise of Options granted under the Plan at any particular time (together with those Shares which may
be issued pursuant to any other security-based compensation plan of the Company or any other options for services granted by the
Company at such time) will be a maximum of ten percent (10%) of the number of issued and outstanding Shares at such time, provided
that if any Option subject to the Plan is exercised, forfeited, expires, is terminated or is cancelled for any reason whatsoever,
then the Shares previously subject to such Option are automatically reloaded and available for future Option grants; and



 


		(b)	if and for so long as the Shares are listed on the
TSX:



 


		(i)	the maximum aggregate number of Shares that may be reserved
under the Plan or other share compensation arrangements of the Company for issuance to Insiders at any particular time will not
exceed ten percent (10%) of the issued and outstanding number of Shares at such time; and



 


		(ii)	the number of Shares issued to Insiders pursuant to the
Plan (together with any Shares issued to Insiders pursuant to any other share compensation arrangements of the Company) within
a 12 month period will not exceed ten percent (10%) of the issued and outstanding number of Shares.



 


		6.	NUMBER OF OPTIONED SHARES PER OPTION 



 


		6.1	Subject
always to the limitations in subsection 5.1, the number of Optioned Shares under an Option will be determined by the Committee,
in its discretion, at the time such Option is granted, taking into consideration the Optionee’s
present and potential contribution to the success of the Company and taking into account all other Options
then held by such Optionee.






 


		7.	PRICE 



 


		7.1	The exercise price per Optioned Share under an Option will
be determined by the Committee, in its discretion, at the time such Option is granted, but such price will be not less than the
greater of:



 


		(a)	the closing price of the Shares on the TSX on the trading
day immediately preceding the day on which the Option is granted (provided that if there are no trades on such day then the last
closing price within the preceding ten trading days will be used, and if there are no trades within such ten-day period, then
the simple average of the bid and ask prices on the trading day immediately preceding the day of grant will be used); and



 


		(b)	the volume weighted average trading price (calculated by
dividing the total value by the total volume of Shares traded on the TSX during the relevant period) of the Shares on the TSX
for the five trading days immediately prior to the date of grant.



 


The exercise price at which, and the number of optioned
securities for which, an outstanding Option may be exercised following a subdivision or consolidation of the Shares will be subject
to adjustment in accordance with section 11.


 




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		7.2	The exercise price per Optioned Share under an Option may
be reduced at the discretion of the Committee if:



 


		(a)	at least six months has elapsed since the later of the date
such Option was granted and the date the exercise price for such Option was last amended; and



 


		(b)	shareholder approval is obtained, including disinterested
shareholder approval if required by the TSX, for any reduction in the exercise price under an Option;



 


provided that none of the conditions in this subsection
7.2 will apply in the case of an adjustment made under section 11.


 


		8.	OPTION PERIOD AND EXERCISE OF OPTIONS 



 


		8.1	The Option Period for an Option will be determined by the
Committee at the time the Option is granted and may be up to 10 years from the date the Option is granted. At the time an Option
is granted, the Committee may determine that, with respect to that Option, upon the occurrence of one of the events described
in subsection 10.1 there will come into force a time limit for exercise of such Option which is different than the Option Period,
and in the event of such a determination, the Option Agreement for such Option will contain provisions which specify the events
and time limits related to that determination. Subject to the applicable maximum Option Period provided for in this subsection
8.1 and subject to applicable regulatory requirements and approvals, the Committee may extend the Option Period of an outstanding
Option beyond its original expiration date, provided that shareholder approval, including disinterested shareholder approval if
required by the TSX, is obtained for any extension of the Option Period of an outstanding Option.



 


		8.2	The Committee may determine when any Option will become
exercisable and may determine that the Option will be exercisable in instalments.



 


		8.3	If there is a takeover bid or tender offer made for all
or any of the issued and outstanding Shares, then the Board may, in its sole and absolute discretion and if permitted by applicable
legislation and the policies and rules of any stock exchange or regulatory body having jurisdiction over the securities of the
Company, unilaterally determine that outstanding Options, whether fully vested and exercisable or subject to vesting provisions
or other limitations on exercise, will be conditionally exercisable in full to enable the Optioned Shares subject to such Options
to be conditionally issued and tendered to such bid or offer, subject to the conditions that if the bid or offer is not duly completed
the exercise of such Options and the issue of such Shares will be rescinded and nullified and the Options, including any vesting
provisions or other limitations on exercise which were in effect will be re-instated.



 


		8.4	The vested portions of Options will be exercisable, in whole
or in part, at any time after vesting. If an Option is exercised for fewer than all of the Optioned Shares for which the Option
has then vested, the Option will remain in force and exercisable for the remaining Optioned Shares for which the Option has then
vested, according to the terms of such Option.



 


		8.5	The exercise of any Option will be contingent upon receipt
by the Company of payment in full for the exercise price of the Shares being purchased in cash by way of certified cheque or bank
draft. Neither an Optionee nor the legal representatives, legatees or distributees of such Optionee will be, or will be deemed
to be, a holder of any Shares subject to an Option under the Plan unless and until:



 




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		(a)	certificates for such Shares are issuable to the Optionee
or such other persons pursuant to the Option or the Plan; or



 


		(b)	such Shares are registered in the name of the Optionee or
such other persons pursuant to the Option or the Plan in accordance with any system of direct registration that may be adopted
by the Company.



 


		8.6	Notwithstanding
the provisions of subsection 8.1 or the date of expiration of an Option determined in accordance with this Plan (“Fixed
Term”), the date of expiration of an Option will be
adjusted, without being subject to Board or Committee discretion, to take into account any blackout period imposed on the Optionee
by the Company as follows:



 


		(a)	if
the Fixed Term expiration date falls within a blackout period imposed on the Optionee by the Company, then the Fixed Term expiration
date is extended to the close of business on the 10th business day after the end of such blackout period (the “Blackout
Expiration Term”); or



 


		(b)	if the Fixed Term expiration date falls within two business
days after the end of a blackout period imposed on the Optionee by the Company, then the Fixed Term expiration date will be that
date which is the Blackout Expiration Term reduced by that number of business days between the Fixed Term expiration date and
the end of such blackout period (i.e. Options whose Fixed Term expires two business days after the end of the blackout period
will only have an additional eight business days to exercise.)



 


		9.	STOCK OPTION AGREEMENT 



 


		9.1	Upon the grant of an Option to an Optionee, the Company
and the Optionee will enter into an Option Agreement setting out the number of Optioned Shares subject to the Option, the Option
Period and, if applicable, the vesting schedule for the Option, and incorporating the terms and conditions of the Plan and any
other requirements of regulatory authorities and stock exchanges having jurisdiction over the securities of the Company, together
with such other terms and conditions as the Committee may determine in accordance with the Plan.



 


		10.	EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH



 


		10.1	An outstanding Option will remain in full force and effect
and exercisable according to its terms for the Option Period notwithstanding that the holder of such Option ceases to be an Employee,
Officer, Director (including a Non-Employee Director), Management Company Employee, or Consultant of the Company or an Affiliate
for any reason, including death, subject always to any express term in any Option Agreement made pursuant to subsection 8.1 which
provides that upon the occurrence of one of such events there will come into force a time limit for exercise of such Option which
is different than the Option Period. So long as the Shares are listed on the TSX (unless otherwise permitted by the TSX) the maximum
period within which the heirs or administrators of a deceased Optionee may exercise any portion of an outstanding Option is one
year from the date of death or the balance of the Option Period, whichever is earlier.



 


		10.2	In
the event of the death of an Optionee, an Option which remains exercisable may be exercised in accordance with its terms by the
person or persons to whom such Optionee’s rights under the
Option will have passed under the Optionee’s will or pursuant
to law.



 




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		11.	ADJUSTMENT IN SHARES SUBJECT TO THE PLAN



 


		11.1	Following the date an Option is granted, the exercise price
for and the number of Optioned Shares which are subject to an Option will be adjusted, with respect to the then unexercised portion
thereof, by the Committee from time to time (on the basis of such advice as the Committee considers appropriate, including, if
considered appropriate by the Committee, a certificate of the auditor of the Company) in the events and in accordance with the
provisions and rules set out in this section 11, with the intent that the rights of Optionees under their Options are, to the
extent possible, preserved notwithstanding the occurrence of such events. The Committee will conclusively determine any dispute
that arises at any time with respect to any adjustment pursuant to such provisions and rules, and any such determination will
be binding on the Company, the Optionee and all other affected parties.



 


		11.2	The number of Optioned Shares to be issued on the exercise
of an Option will be adjusted from time to time to account for each dividend of Shares (other than a dividend in lieu of cash
dividends paid in the ordinary course), so that upon exercise of the Option for an Optioned Share the Optionee will receive, in
addition to such Optioned Share, an additional number of Shares (“Additional
Shares”), at no further cost, to adjust for each such
dividend of Shares. The adjustment will take into account every dividend of Shares that occurs between the date of the grant of
the Option and the date of exercise of the Option for such Optioned Share. If there has been more than one such dividend, the adjustment
will also take into account that the dividends that are later in time would have been distributed not only on the Optioned Share
had it been outstanding, but also on all Additional Shares which would have been outstanding as a result of previous dividends.



 


		11.3	If the outstanding Shares are changed into or exchanged
for a different number or kind of shares or into or for other securities of the Company or securities of another Company or entity,
whether through an arrangement, amalgamation or other similar procedure or otherwise, or a share recapitalization, subdivision
or consolidation, then on each exercise of the Option which occurs following such events, for each Optioned Share for which the
Option is exercised, the Optionee will instead receive the number and kind of shares or other securities of the Company or other
Company into which such Option Share would have been changed or for which such Option Share would have been exchanged if it had
been outstanding on the date of such event.



 


		11.4	If the outstanding Shares are changed into or exchanged
for a different number or kind of shares or into or for other securities of the Company or securities of another Company or entity,
in a manner other than as specified in subsections 11.2 or 11.3, then the Committee, in its sole discretion, may make such adjustment
to the securities to be issued pursuant to any exercise of the Option and the exercise price to be paid for each such security
following such event as the Committee in its sole and absolute discretion determines to be equitable to give effect to the principle
described in subsection 11.1 and such adjustments will be effective and binding upon the Company and the Optionee for all purposes.



 


		11.5	If the Company distributes, by way of a dividend or otherwise,
to all or substantially all holders of Shares, property, evidences of indebtedness or shares or other securities of the Company
(other than Shares) or rights, options or warrants to acquire Shares or securities convertible into or exchangeable for Shares
or other securities or property of the Company, other than as a dividend in the ordinary course, then, if the Committee, in its
sole discretion, determines that such action equitably requires an adjustment in the exercise price under any outstanding Option
or in the number(s) of Optioned Shares subject to any such Option, or both, such adjustment may be made by the Committee and will
be effective and binding on the Company and the Optionee for all purposes.






 






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		11.6	No adjustment or substitution provided for in this section
11 will require the Company to issue a fractional share in respect of any Option. Fractional shares will be eliminated.



 


		11.7	The grant or existence of an Option will not in any way
limit or restrict the right or power of the Company to effect adjustments, reclassifications, reorganizations, arrangements or
changes of its capital or business structure, or to amalgamate, merge, consolidate, dissolve or liquidate, or to sell or transfer
all or any part of its business or assets.



 


		11.8	Any adjustment or substitution provided for in this section
11 will require the acceptance for filing thereof by the TSX.



 


		12.	NON-ASSIGNABILITY



 


		12.1	Neither the Options nor the benefits and rights of any Optionee
under any Option or under the Plan will be assignable or otherwise transferable, except as specifically provided in subsection
10.2 in the event of the death of the Optionee. During the lifetime of the Optionee, all such Options, benefits and rights may
only be exercised by the Optionee.



 


		13.	EMPLOYMENT



 


		13.1	Nothing contained in the Plan will confer upon any
Optionee, or any person employing a Management Company Optionee, any right with respect to employment or continuance of employment
with, or the provision of services to, the Company or any of its Affiliates, or interfere in any way with the right of the Company
or any of its Affiliates to terminate the Optionee’s
employment or the services of any such person at any time. Participation in the Plan by an Optionee is voluntary.



 


		14.	REGULATORY ACCEPTANCES



 


		14.1	The Plan is subject to the acceptance of the Plan for filing
by the TSX, and the Committee is authorized to amend the Plan from time to time in order to comply with any changes required from
time to time by such applicable regulatory authorities, whether as conditions to the acceptance for filing of the Plan or otherwise,
provided that no such amendment will in any way derogate from the rights held by Optionees holding Options (vested or unvested)
at the time thereof without the consent of such Optionees.



 


		14.2	The obligation of the Company to issue and deliver Optioned
Shares pursuant to the exercise of any Options granted under the Plan is subject to the acceptance of the Plan for filing by the
TSX. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such
acceptance for filing, then the obligation of the Company to issue such Optioned Shares will terminate and any amounts paid to
the Company for such Optioned Shares will be returned to the Optionee forthwith without interest or deduction.



 


		15.	SECURITIES REGULATION AND TAX WITHHOLDING



 


		15.1	Where necessary to enable the Company to use an exemption
from requirements to register Optioned Shares or file a prospectus or use a registered dealer to distribute Optioned Shares under
securities laws applicable to the securities of the Company in any jurisdiction, an Optionee, upon the acquisition of any Optioned
Shares by the exercise of Options and as a condition to such exercise, will provide to the Committee such evidence as the Committee
requires to demonstrate that the Optionee or recipient will acquire such Optioned Shares with investment intent (i.e. for investment
purposes) and not with a view to their distribution, including an undertaking to that effect in a form acceptable to the Committee.
The Committee may cause a legend or legends to be placed upon any certificates for the Optioned Shares
to make appropriate reference to applicable resale restrictions, and the Optionee or recipient will be bound by such restrictions.
The Committee also may take such other action or require such other action or agreement by such Optionee or proposed recipient
as may from time to time be necessary to comply with applicable securities laws. This provision will in no way obligate the Company
to undertake the registration or qualification of any Options or the Optioned Shares under any securities laws applicable to the
securities of the Company.



 




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		15.2	The
Committee and the Company may take all such measures as they deem appropriate to ensure that the Company’s
obligations under the withholding provisions under income tax laws applicable to the Company and other provisions of applicable
laws are satisfied with respect to the issuance of Shares pursuant to the Plan or the grant or exercise of Options under the Plan.



 


		15.3	Without
limiting the generality of subsection 15.2, the Company will have the right to deduct and withhold from any amount payable or
consideration deliverable to an Optionee (a “Participant”),
either under the Plan or otherwise, such amount or consideration as may be necessary to enable the Company to comply with the
applicable requirements of any federal, provincial, state or local law, or any administrative policy of any applicable tax authority,
relating to the deduction, withholding or remittance of tax or any other required deductions or remittances with respect to awards
hereunder (“Withholding Obligations”).
The Company will also have the right in its discretion to satisfy any liability for any Withholding Obligations by withholding
and selling, or causing a broker to sell, on behalf of any Participant, such number of Shares issued to the Participant pursuant
to an exercise of Options hereunder as is sufficient to fund the Withholding Obligations (after deducting commissions payable
to the broker and other costs and expenses), or retaining any amount or consideration which would otherwise be paid, delivered
or provided to the Participant hereunder. The Company may require a Participant, as a condition to granting an Option or the exercise
of an Option, to make such arrangements as the Company may in its discretion require so that the Company can satisfy applicable
Withholding Obligations, including, without limitation:



 


		(a)	requiring the Participant to remit the amount of any such
Withholding Obligations to the Company in advance;



 


		(b)	requiring the Participant to indemnify and reimburse the
Company for any such Withholding Obligations;



 


		(c)	withholding and selling Shares acquired by the Participant
under the Plan, or causing a broker to sell such Shares on behalf of the Participant, withholding from the proceeds realized from
such sale the amount required to satisfy any such Withholding Obligations, and remitting such amount directly to the Company;
or



 


		(d)	any combination thereof.



 


		15.4	Any Shares of a Participant that are sold by the Company, or by a broker engaged by the Company
                                                                              (the “Broker”),
                                                                              to fund Withholding Obligations will be sold as soon as practicable in transactions effected on the exchange on which the
                                                                              Shares are then listed for trading, if any. In effecting the sale of any such Shares, the Company or the Broker will exercise
                                                                              its sole judgment as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither
                                                                              the Company nor the Broker will be liable for any loss arising out of any sale of such Shares including any loss relating to
                                                                              the manner or timing of such sales, the prices at which the Shares are sold or otherwise. In addition, neither the Company
                                                                              nor the Broker will be liable for any loss arising from a delay in transferring any Shares to a Participant. The sale price
                                                                              of Shares sold
on behalf of Participants will fluctuate with the market price of the Company’s
shares and no assurance can be given that any particular price will be received upon any such sale. 



 




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		15.5	Issuance of Shares or delivery of share certificates for
or direct registration of Shares purchased pursuant to the Plan may be delayed, at the discretion of the Committee, until the
Committee is satisfied that the applicable requirements of income tax laws and other applicable laws have been met.



 


		16.	AMENDMENT AND TERMINATION OF PLAN



 


		16.1	Subject to the policies, rules and regulations of any lawful
authority having jurisdiction (including the TSX or any other stock exchange on which the Shares may be listed), the Board may,
at any time, without further action or approval by the shareholders of the Company, amend the Plan, any Option or Option Agreement
in such respects as it may consider advisable to:



 


		(a)	ensure that the Options granted hereunder will comply with
any provisions respecting stock options in tax and other laws in force in any country or jurisdiction of which a Optionee to whom
an Option has been granted may from time to time be resident or a citizen;



 


		(b)	make amendments of an administrative nature;



 


		(c)	correct any defect, supply any omission or reconcile
any inconsistency in the Plan, any Option or Option Agreement;



 


		(d)	change the vesting provisions of an Option or the
Plan;



 


		(e)	change termination provisions of an Option provided
that the expiry date does not extend beyond the original expiry date;



 


		(f)	add or modify a cashless exercise feature providing
for payment in cash or securities upon the exercise of Options;



 


		(g)	make any amendments required to comply with applicable
laws or the requirements of the TSX or any regulatory body or stock exchange with jurisdiction over the Company;



 


		(h)	add or change provisions relating to any form of financial
assistance provided by the Company to participants under the Plan that would facilitate the purchase of securities under the Plan;
and



 


provided that shareholder approval must be obtained
for any amendment that results in:


 


		(i)	an increase in the Shares issuable under Options granted
pursuant to the Plan;



 


		(j)	a change in the persons who qualify as participants eligible
to participate under the Plan; 



 


		(k)	a reduction in the exercise price of an Option;



 


		(l)	the cancellation and reissuance of any Option;



 


		(m)	the extension of the term of an Option;



 


		(n)	a change in the Insider participation limit contained in
subsection 5.1(b);



 






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		(o)	Options becoming transferable or assignable other than for
the purposes described in section 10; and



 


		(p)	a change in the amendment provisions contained in this section
16.



 


		16.2	No Shares will be issued under any amendment to this Plan
unless and until the amended Plan has been accepted for filing by the TSX.



 


		16.3	The Plan may be abandoned or terminated in whole or in part
at any time by the Board, except with respect to any Option then outstanding under the Plan.



 


		16.4	The Board may not, without the consent of the affected Optionee(s),
alter or impair any of the rights or obligations under any Option then outstanding under the Plan.



 


		17.	NO REPRESENTATION OR WARRANTY



 


		17.1	The Company makes no representation or warranty as to the
future market value of any Shares or Optioned Shares.



 


		18.	GENERAL PROVISIONS



 


		18.1	Nothing contained in the Plan will prevent the Company or
any of its Affiliates from adopting or continuing in effect other compensation arrangements (subject to shareholder approval if
such approval is required by TSX) and such arrangements may be either generally applicable or applicable only in specific cases.



 


		18.2	The validity, construction and effect of the Plan, the grants
of Options, the issue of Optioned Shares, any rules and regulations relating to the Plan any Option Agreement, and all determinations
made and actions taken pursuant to the Plan, will be governed by and determined in accordance with the laws of the Province of
British Columbia and the laws of Canada applicable therein.



 


		18.3	If any provision of the Plan or any Option Agreement is
or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Option, or would disqualify
the Plan or any Option under any law deemed applicable by the Committee, such provision will be construed or deemed amended to
conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Option, such provision will be stricken as to such jurisdiction, person, or
Option and the remainder of the Plan and any such Option Agreement will remain in full force and effect.



 


		18.4	Neither the Plan nor any Option will create or be
construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any of its Affiliates
and an Optionee or any other person.



 


		18.5	Headings are given to the sections of the Plan solely as
a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.



 




    	 	- 11 -	 



     


    

 





		19.	TERM OF THE PLAN



 


		19.1	The
Plan will be effective as of January t,
2016, subject to its approval by the shareholders of the Company and acceptance for filing by the TSX pursuant to section 14.



 


		19.2	The
Plan will be effective until January t,
2026 unless the Plan is earlier terminated by the Board pursuant to section 16, and no Option will be granted under the Plan after
that date. Unless otherwise expressly provided in the Plan or in an applicable Option Agreement, the Option Period for any Option
granted hereunder will, and any authority of the Board to amend, alter, adjust, suspend, discontinue or terminate any such Option
or to waive any conditions or rights under any such Option will, continue after termination of the Plan on January ________, 2016
or any earlier termination date of the Plan, notwithstanding such termination.



 


	Adopted by the Board 	 
	(subject to Shareholder and TSX approval):	January t, 2016
	 	 
	Accepted for filing by the TSX:	t 
	 	 
	Approved by the Shareholders:	t 


 






    	 	- 12 -