Energy Fuels Inc. - Exhibit 4.1 - Filed by newsfilecorp.com






 

 

 

ENERGY FUELS INC.

 and 

CST TRUST COMPANY 

and 

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

 

 

 

WARRANT INDENTURE


     

 

Providing for the Issue of 
Common Share Purchase
Warrants

 

 

Dated as of September 20, 2016





TABLE OF CONTENTS 

	ARTICLE
      1 INTERPRETATION  	2
      
	       1.1
      	Definitions
      	2
      
	       1.2
      	Number
      and Gender 	6
      
	       1.3
      	Interpretation
      Not Affected by Headings, Etc. 	6
      
	       1.4
      	Day
      Not a Business Day 	6
      
	       1.5
      	Governing
      Law 	6
      
	       1.6
      	Attornment
      	7
      
	       1.7
      	Currency
      	7
      
	       1.8
      	Meaning
      of “Outstanding” 	7
      
	       1.9
      	Severability
      	7
      
	       1.10
      	Accounting
      Principles 	7
      
	       1.11
      	Statutory
      References 	7
      
	  	  	  
	ARTICLE
      2 ISSUE OF WARRANTS  	8
      
	       2.1
      	Issue
      of Warrants 	8
      
	       2.2
      	Form
      and Terms of Warrants 	8
      
	       2.3
      	Issue
      of Global Certificates 	9
      
	       2.4
      	Issue
      in Substitution for Lost Warrant Certificates 	13
      
	       2.5
      	Warrantholder
      Not a Shareholder 	13
      
	       2.6
      	Warrants
      to Rank Pari Passu 	13
      
	       2.7
      	Signing
      of Warrant Certificates 	13
      
	       2.8
      	Certification
      by the Warrant Agent 	14
      
	       2.9
      	Copy
      of Indenture 	14
      
	  	  	  
	ARTICLE
      3 EXCHANGE AND OWNERSHIP OF WARRANTS; NOTICES  	14
      
	       3.1
      	Exchange
      of Warrant Certificates 	14
      
	       3.2
      	Transfer
      of Warrants 	15
      
	       3.3
      	Registration
      of Warrants 	15
      
	       3.4
      	Recognition
      of Registered Holder 	16
      
	       3.5
      	Evidence
      of Ownership 	16
      
	       3.6
      	Notices
      	17
      
	  	  	  
	ARTICLE
      4 EXERCISE OF WARRANTS  	17
      
	       4.1
      	Method
      of Exercise of Warrants 	17
      
	       4.2
      	Cashless
      Exercise 	19
      
	       4.3
      	Effect
      of Exercise of Warrants 	20
      
	       4.4
      	Subscription
      for Less than Entitlement 	21
      
	       4.5
      	No
      Fractional Common Shares 	21
      
	       4.6
      	Expiration
      of Warrant Certificates 	21
      
	       4.7
      	Cancellation
      of Surrendered Warrants 	21
      
	       4.8
      	Accounting
      and Recording 	22
      
	       4.9
      	Prohibition
      on Exercise 	22
      
	  	  	  
	ARTICLE
      5 ADJUSTMENT OF SUBSCRIPTION RIGHTS AND EXERCISE PRICE  	24
      
	       5.1
      	Definitions
      	24
      


i 





	       5.2 	Adjustment of Exercise Price and Number of Common Shares
      Purchasable Upon 	24 
	       5.3 	Rules
      Regarding Calculation of Adjustment of Exercise Price and Number of Common
      Shares Purchasable Upon Exercise 	28
	       5.4 	Postponement of Subscription 	31
	       5.5 	Notice of
      Adjustment of Exercise Price and Number of Common Shares Purchasable Upon
      Exercise 	 31
	  	  	  
	ARTICLE 6 PURCHASES BY THE CORPORATION
       	32 
	       6.1 	Optional Purchases by the Corporation 	32 
	  	  	  
	ARTICLE 7 COVENANTS OF
      THE CORPORATION  	32 
	       7.1 	Covenants of
      the Corporation 	32 
	       7.2 	Warrant Agent’s Remuneration and Expenses 	33 
	       7.3 	Performance of
      Covenants by Warrant Agent 	34 
	  	  	  
	ARTICLE 8 ENFORCEMENT  	34 
	       8.1 	Suits by Warrantholders 	34 
	       8.2 	Immunity of
      Shareholders, Etc. 	36 
	       8.3 	Limitation of Liability 	36 
	  	  	  
	ARTICLE 9 MEETINGS OF
      WARRANTHOLDERS  	36 
	       9.1 	Right to
      Convene Meetings 	36 
	       9.2 	Notice 	36 
	       9.3 	Chairman
    	37 
	       9.4 	Quorum 	37 
	       9.5 	Power to
      Adjourn 	37 
	       9.6 	Show of Hands 	37 
	       9.7 	Poll and
      Voting 	38 
	       9.8 	Regulations 	38 
	       9.9 	Corporation,
      Warrant Agent and Warrantholders May Be Represented 	39 
	       9.10 	Powers Exercisable by Extraordinary Resolution 	39 
	       9.11 	Meaning of
      Extraordinary Resolution 	40 
	       9.12 	Powers Cumulative 	41 
	       9.13 	Minutes
	41 
	       9.14 	Instruments In Writing 	41 
	       9.15 	Binding Effect
      of Resolutions 	41 
	       9.16 	Holdings by Corporation Disregarded 	42 
	  	  	  
	ARTICLE 10 SUPPLEMENTAL
      INDENTURES  	42 
	       10.1 	Provision for
      Supplemental Indentures for Certain Purposes 	42 
	       10.2 	Successor Corporations 	43 
	  	  	  
	ARTICLE 11 CONCERNING
      THE WARRANT AGENT  	43 
	       11.1 	Rights and
      Duties of Warrant Agent 	43 
	       11.2 	Evidence, Experts and Advisers 	44 
	       11.3
      	Monies
      Held by Warrant Agent 	45
      


ii





	       11.4
      	Action
      by Warrant Agent to Protect Interest 	45
      
	       11.5
      	Warrant
      Agent Not Required to Give Security 	45
      
	       11.6
      	Protection
      of Warrant Agent 	45
      
	       11.7
      	Replacement
      of Warrant Agent; Successor by Merger 	46
      
	       11.8
      	Conflict
      of Interest 	47
      
	       11.9
      	Warrant
      Agent Not to be Appointed Receiver 	48
      
	       11.10
      	Payments
      by Warrant Agent 	48
      
	       11.11
      	Unclaimed
      Interest or Distribution - Retention of Benefits by Warrant Agent 	48
      
	       11.12
      	Deposit
      of Securities 	48
      
	       11.13
      	Act,
      Error, Omission Etc. 	48
      
	       11.14
      	Indemnification
      	48
      
	       11.15
      	Notice
      	49
      
	       11.16
      	Reliance
      by the Warrant Agent 	49
      
	       11.17
      	Anti-Money
      Laundering and Anti-Terrorist Legislation 	49
      
	       11.18
      	Privacy
      Laws 	49
      
	       11.19
      	Third
      Party Interests 	50
      
	       11.20
      	Authority
      to Carry on Business 	50
      
	  	  	  
	ARTICLE
      12 ACCEPTANCE OF TRUSTS BY WARRANT AGENT  	50
      
	       12.1
      	Acceptance
      	50
      
	  	  	  
	ARTICLE
      13 GENERAL  	50
      
	       13.1
      	Notice
      to the Corporation and the Warrant Agent 	50
      
	       13.2
      	Time
      of the Essence 	52
      
	       13.3
      	Counterparts
      and Formal Date 	52
      
	       13.4
      	Satisfaction
      and Discharge of Indenture 	52
      
	       13.5
      	Provisions
      of Indenture and Warrant Certificates for the Sole Benefit of Parties and
      Warrantholders 	52
	       13.6
      	Force
      Majeure 	52
      
	       13.7
      	Common
      Shares or Warrants Owned by the Corporation or its Subsidiaries -
      Certificates to be Provided 	53
	       13.8
      	Joint
      Warrant Agents 	53
      




	SCHEDULE 	“A” FORM OF
      WARRANT CERTIFICATE 	1 
	 	 	 
	SCHEDULE 	“B”
      SUBSCRIPTION FORM 	1 
	 	 	 
	SCHEDULE 	“C” TRANSFER
      FORM 	1
  


iii 




THIS WARRANT INDENTURE made as of September 20, 2016

BETWEEN:



  
    
      ENERGY FUELS INC., a corporation existing under the laws
        of Ontario and having its registered office in the City of Toronto, in the
        Province of Ontario 

      (hereinafter called the “Corporation”)

      

    

  



- and -



  
    
      CST TRUST COMPANY, a trust company continued under the
        laws of Canada and registered to carry on business in the Province of Ontario
      

      (hereinafter called the “Canadian Warrant Agent”) 

    

  



- and -



  
    
      AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a
        trust company established under the laws of New York 

      (hereinafter called the “U.S. Warrant Agent”)

      

    

  



WHEREAS in connection with the public offering by the
Corporation of 8,337,500 units of the Corporation, the Corporation proposes to
issue 4,168,750 common share purchase warrants (“Warrants”), with each
whole Warrant entitling the registered holder thereof to purchase one Common
Share (as defined herein) (subject to adjustment as herein provided) at the
price and upon the terms and conditions herein set forth; 

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

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

AND WHEREAS as of the date hereof, the Corporation has
an effective Registration Statement (as defined herein) under the 1933 Act (as
defined herein); 

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

AND WHEREAS the Canadian Warrant Agent and the U.S.
Warrant Agent have agreed to enter into this Indenture and to hold all rights,
interests and benefits contained herein for and on behalf of those persons who from time to time become holders of
Warrants issued pursuant to this Indenture; AND WHEREAS the foregoing
statements of fact and recitals are made by the Corporation and not the Canadian
Warrant Agent or the U.S. Warrant Agent. 




NOW THEREFORE THIS INDENTURE WITNESSES that 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 Indenture, unless there is something in the subject
matter or context inconsistent therewith, the terms defined in this Section or
elsewhere herein shall have the respective meanings specified in this Section or
elsewhere herein: 

	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 
	(b) 	
      “Affiliate” has the meaning ascribed thereto in
      the Securities Act (Ontario);

	 	 
	(c) 	
      “Beneficial Owner” means, in respect of a Warrant,
      a person who owns the beneficial interest in the Warrant;

	 	 
	(d) 	
      “BEO System” means the book-based securities
      transfer system administered by the Depository in accordance with its
      operating rules and procedures in force from time to time;

	 	 
	(e) 	
      “Book-Based System” means the book-entry
      registration system maintained by the Depository;

	 	 
	(f) 	
      “Business Day” means a day which is not Saturday
      or Sunday or a statutory holiday in the City of Toronto, Ontario or New
      York City, New York or a day on which the office of the Warrant Agent in
      the City of Toronto, Ontario or New York City, New York is
  closed;

	 	 
	(g) 	
      “Canadian Warrant Agent” means CST Trust
      Company;

	 	 
	(h) 	
      “Capital Reorganization” has the meaning
      attributed thereto in subsection 5.2(d);

	 	 
	(i) 	
      “CDS” means CDS Clearing and Depository Services
      Inc. and its successors in interest;

	 	 
	(j) 	
      “Common Share Reorganization” has the meaning
      attributed thereto in subsection 5.2(a);



2





	(k) 	
      “Common Shares” means the common shares in the
      capital of the Corporation as such shares exist at the close of business
      on the date hereof and, in the event that there shall occur a change in
      respect of or affecting the Common Shares referred to in Article 5
      (whether or not such change shall result in an adjustment in the Exercise
      Price), the term “Common Shares” shall include the shares, other
      securities or other property which a Warrantholder is entitled to purchase
      resulting from such change and “Common Share” means one of the
      Common Shares;

	 	 
	(l) 	
      “Convertible Security” means a security of the
      Corporation (other than the Warrants) or of any other issuer convertible
      into or exchangeable for or otherwise carrying the right to acquire Common
      Shares;

	 	 
	(m) 	
      “Corporation” means Energy Fuels Inc., a
      corporation incorporated under the OBCA, and its lawful successors from
      time to time;

	 	 
	(n) 	
      “Corporation’s Auditors” means KPMG LLP, the firm
      of chartered accountants duly appointed as auditors of the Corporation or
      such other firm as may be duly appointed as auditors of the Corporation
      from time to time;

	 	 
	(o) 	
      “Court” has the meaning attributed thereto in
      subsection 11.7(a);

	 	 
	(p) 	
      “Current Market Price” of a Common Share at any
      date means the price per share equal to the volume weighted average price
      at which the Common Shares have traded: (i) on the NYSE; (ii) if the
      Common Shares are not traded on the NYSE, on the TSX or any other
      recognized exchange or market; or (iii) if the Common Shares are not
      traded on any such recognized exchange or market, on the over-the-counter
      market, during the twenty (20) consecutive Trading Days ending on the
      third Trading Day prior to such date as reported by such market or
      exchange in which the Common Shares are then trading or quoted. The volume
      weighted average price per Common Share shall be determined by dividing
      the aggregate sale price of all such shares sold on the aforementioned
      over-the- counter market, recognized exchange or market, as the case may
      be, during the aforementioned twenty (20) consecutive Trading Days by the
      total number of such shares so sold. If the Common Shares are not then
      traded in the over-the-counter market or on a recognized exchange or
      market, the Current Market Price of the Common Shares shall be the fair
      market value of the Common Shares as determined in good faith by the board
      of directors of the Corporation after consultation with a nationally or
      internationally recognized investment dealer or investment
  banker;

	 	 
	(q) 	
      “Date of Issue” for a particular Warrant means the
      date on which the Warrant is actually issued by the Corporation;

	 	 
	(r) 	
      “Depository” means CDS, DTC, or any other
      depository offering a book based securities registration and transfer
      system similar to that administered by CDS or DTC which the Corporation,
      acting reasonably, may designate;

	 	 
	(s) 	
      “Depository Participants” means a person
      recognized by the Depository as a participant in the securities
      registration and transfer system administered by the Depository or
    an institution that participates, directly or indirectly, in
      the Depository’s book-entry registration system with respect to the
  Warrants;



3





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

	 	 
	(u) 	
      “DTC” means the Depository Trust Company or its
      successor in interest;

	 	 
	(v) 	
      “Exchange” means the NYSE and if the Common Shares
      are not listed on the NYSE, any other stock exchange or over-the-counter
      market on which the Common Shares are then listed or quoted for
      trading;

	 	 
	(w) 	
      “Exercise Date” with respect to any Warrant means
      the date on which the Warrant Certificate representing such Warrant is
      surrendered for exercise in accordance with the provisions of Article
      4;

	 	 
	(x) 	
      “Exercise Period” means the period commencing on
      the time of issue on the Date of Issue and ending at the Time of
      Expiry;

	 	 
	(y) 	
      “Exercise Price” means the price of $2.45 to
      exercise a Warrant to acquire a Common Share, unless such price shall have
      been adjusted in accordance with the provisions of Article 5, in which
      case it shall mean the adjusted price in effect at such time;

	 	 
	(z) 	
      “Extraordinary Resolution” has the meaning
      attributed thereto in subsection 9.11(a);

	 	 
	(aa) 	
      “Global Certificate” means a Warrant Certificate
      that is issued to and registered in the name of the Depository or its
      nominee;

	 	 
	(bb) 	
      “IFRS” means International Financial Reporting
      Standards.

	 	 
	(cc) 	
      “NYSE” means NYSE MKT LLC.

	 	 
	(dd) 	
      “OBCA” means the Business Corporations Act
      (Ontario), as amended or replaced from time to time;

	 	 
	(ee) 	
      “Parties” means, collectively, the Corporation and
      the Warrant Agent, and “Party” means one of the Parties as the
      context under this Indenture may require;

	 	 
	(ff) 	
      “Person” means an individual, corporation,
      partnership, trust or any unincorporated organization;

	 	 
	(gg) 	
      “Registered Certificate” means a Warrant
      Certificate that is registered in the name of a Warrantholder, other than
      a Global Certificate;

	 	 
	(hh) 	
      “Registration Statement” has the meaning
      attributed thereto in subsection 4.9(a);

	 	 
	(ii) 	
      “Rights Offering” has the meaning attributed
      thereto in subsection 5.2(b);



4





	(jj) 	
      “Rights Period” has the meaning attributed thereto
      in subsection 5.2(b);

	 	 
	(kk) 	
      “Shareholder” means a holder of record of one or
      more Common Shares;

	 	 
	(ll) 	
      “Special Distribution” has the meaning attributed
      thereto in subsection 5.2(c);

	 	 
	(mm) 	
      “Subscription Form” means the Subscription Form
      forming part of the Warrant Certificate to be completed by the
      Warrantholder in order to exercise the Warrants;

	 	 
	(nn) 	
      “Subsidiary” has the meaning ascribed thereto in
  National Instrument 45-106 – Prospectus Exemptions;

	 	 
	(oo) 	
      “this Warrant Indenture”, “this Indenture”,
      “this indenture”, “herein”, “hereby”, and similar
      expressions mean and refer to this Indenture and any indenture, deed or
      instrument supplemental or ancillary hereto; and the expressions
      “Article”, “Section”, and “subsection” followed by a number mean and refer
      to the specified Article, Section or subsection of this
  Indenture;

	 	 
	(pp) 	
      “Time of Expiry” means 5:00 p.m. (Toronto time) on
      September 20, 2021;

	 	 
	(qq) 	
      “Transfer Form” means the Transfer Form forming
      part of the Warrant Certificate to be completed by the Warrantholder in
      order to transfer the Warrants;

	 	 
	(rr) 	
      “Trading Day” with respect to any stock exchange
      or over-the-counter market means a day in which shares may be traded
      through the facilities of such stock exchange or over- the-counter
      market;

	 	 
	(ss) 	
      “Trust Indenture Act” means the United States
      Trust Indenture Act of 1939, as amended;

	 	 
	(tt) 	
      “Trust Indenture Legislation” means, at any time,
      statutory provisions relating to trust indentures and the rights, duties,
      and obligations of trustees under trust indentures to the extent that such
      provisions are at such time in force and applicable to this
    Indenture;

	 	 
	(uu) 	
      “TSX” means the Toronto Stock Exchange;

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

	 	 
	(ww) 	
      “US GAAP” means generally accepted accounted
      principles in the United States;

	 	 
	(xx) 	
      “U.S. Warrant Agent” means American Stock Transfer
      & Trust Company, LLC;

	 	 
	(yy) 	
      “Warrant” means one purchase warrant of the
      Corporation as constituted hereunder;

	 	 
	(zz) 	
      “Warrant Agent” means the Canadian Warrant Agent
      and the U.S. Warrant Agent, or their respective successors hereunder,
      unless the context requires otherwise;



5





	(aaa) 	
      “Warrant Certificate” means the certificate
      evidencing the Warrants in the form of the certificate set forth in
      Schedule “A” attached to this Indenture;

	 	 
	(bbb) 	
      “Warrant Register” means the register maintained
      by the Warrant Agent for the Warrants;

	 	 
	(ccc) 	
      “Warrantholders” or “holders” without
      reference to Common Shares means the Persons who are registered holders of
      Warrants;

	 	 
	(ddd) 	
      “Warrantholders’ Request” means an instrument
      signed in one or more counterparts by Warrantholders holding in the
      aggregate not less than 10% of all then outstanding Warrants, requesting
      the Warrant Agent to take some action or proceeding specified therein;
      and

	 	 
	(eee) 	
      “written order of the Corporation”, “written
      request of the Corporation”, and “certificate of the
      Corporation” and any other document required to be signed by the
      Corporation mean, respectively, a written order, request and certificate
      or other document signed in the name of the Corporation by any one of the
      President, Chief Executive Officer, Chief Financial Officer, a
      Vice-President, the Treasurer or the Secretary of the Corporation, and may
      consist of one or more instruments so executed.



1.2       Number and Gender



Unless the context otherwise requires, words importing the
singular include the plural and vice versa and words importing gender include
all genders. 

1.3       Interpretation Not Affected by Headings, Etc. 

The division of this Indenture into Articles, Sections and
subsections, the provision of a table of contents and the insertion of headings
are for convenience of reference only and shall not affect the construction or
interpretation of this Indenture or the Warrant Certificates. 

1.4       Day Not a Business Day



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

1.5       Governing Law



This Indenture and the Warrant Certificates shall be governed
by and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein and shall be treated in all respects
as Ontario contracts; provided, however, that the provisions relating to the
rights, responsibilities and indemnification of the U.S. Warrant Agent shall be
governed by and construed in accordance with the laws of the State of New
York.

6




1.6       Attornment



The Parties hereby irrevocably and unconditionally consent to
and submit to the courts of the Province of Ontario for any actions, suits or
proceedings arising out of or relating to this Indenture or the matters
contemplated hereby (and agree to not commence any action, suit or proceeding
relating thereto except in such courts) and further agree that service of any
process, summons, notice or document by single registered mail to the addresses
of the Parties set forth in this Indenture shall be effective service of process
for any action, suit or proceeding brought against either Party in such court.
The Parties hereby irrevocably and unconditionally waive any objection to the
laying of venue of any action, suit or proceeding arising out of this Indenture
or the matters contemplated hereby in the courts of the Province of Ontario and
hereby further irrevocably and unconditionally waive and agree to not plead or
claim in any such court that any such action, suit or proceeding so brought has
been brought in an inconvenient forum. 

1.7       Currency



Except as otherwise specified herein, all dollar amounts herein
are expressed in lawful money of the United States. 

1.8       Meaning of “Outstanding”



Every Warrant represented by a Warrant Certificate
countersigned and delivered by the Warrant Agent or issued in uncertificated
form hereunder shall be deemed to be outstanding until it shall be cancelled or
exercised pursuant to Article 4, provided that where a new Warrant Certificate
has been issued pursuant to Section 2.4 hereof to replace one which has been
mutilated, lost, destroyed or stolen, the Warrants represented by only one of
such Warrant Certificate shall be counted for the purpose of determining the
aggregate number of Warrants outstanding. 

1.9       Severability



In the event that any provision hereof shall be determined to
be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remainder of such provision and any other provision hereof
shall not be affected or impaired thereby. 

1.10     Accounting
Principles



Wherever in this Indenture reference is made to a calculation
to be made or an action to be taken in accordance with accounting principles and
standards, such references will be deemed to be to US GAAP or IFRS, as
applicable to the Corporation as at the date on which such calculation or action
is made or taken or required to be made or taken. 

1.11     Statutory
References



In this Indenture, unless something in the subject matter or
context is inconsistent therewith or unless otherwise herein provided, a
reference to any statute is to that statue as now enacted or as the same may
from time to time be amended, re-enacted or replaced and includes any regulation
made thereunder. 

7




ARTICLE 2 
ISSUE OF WARRANTS


2.1       Issue of Warrants



Up to 4,168,750 Warrants are hereby created and authorized to
be issued and where Warrants are in certificated form, any such Warrant
Certificates issued shall be executed by the Corporation, certified by or on
behalf of the Warrant Agent upon the written order of the Corporation and
delivered in accordance with this Article.

	2.2 	
      Form and Terms of Warrants

	 	 	 
		(a) 	
      Subject to subsection 2.2(b), each Warrant authorized to
      be issued hereunder shall entitle the holder thereof to purchase at its
      option, one Common Share at any time during the Exercise Period at a price
      equal to the Exercise Price in effect on the Exercise Date.

	 	 	 
		(b) 	
      The number of Common Shares which may be purchased
      pursuant to the Warrants and the Exercise Price shall be adjusted in the
      events and in the manner specified in Article 5.

	 	 	 
		(c) 	
      Subject to the provisions of this section 2.2 hereof,
      Warrants may be issued in both certificated and uncertificated
  form.

	 	 	 
		(d) 	
      Warrants issued in uncertificated form shall be evidenced
      by a book position on the register of Warrantholders to be maintained by
      the Warrant Agent in accordance with Section 3.3. Warrants issued by way
      of a non-certificated issue will be registered in the name of and
      deposited with the Depository or its nominee in the BEO System.

	 	 	 
		(e) 	
      For the purpose of the administration of the Warrants to
      be issued hereunder and notwithstanding anything to the contrary contained
      in this Indenture and the Warrant Certificates, Warrants represented by a
      Global Certificate will be registered in the name of the Depository, or
      its nominee. Subject to applicable law, Warrants represented by a Global
      Certificate shall, unless otherwise requested by the Depository or the
      Corporation, be issued in uncertificated form. If Warrants represented by
      a Global Certificate are represented in certificated form, they shall be
      represented by a Warrant Certificate substantially in the form of the
      certificate attached hereto as Schedule “A”, and, if so represented, such
      certificate shall be delivered to the Depository, or its nominee. The
      Global Certificate will be subject to the applicable procedures of the
      book-based system and to section 2.3 hereof.

	 	 	 
		(f) 	
      Warrant Certificates for Warrants shall be substantially
      in the form set out in Schedule “A” and shall be dated as of their Date of
      Issue and shall bear such legends and such distinguishing letters and
      numbers as set forth in this Indenture and as the Corporation shall, with
      the approval of the Warrant Agent, prescribe. Subject to subsection 2.2(g), Warrant Certificates shall
  be issuable in any denomination.



8





	 	(g) 	
      No Warrant Certificate evidencing any fraction of a
      Warrant shall be issued or otherwise provided for, and no Person who
      purchases or holds a fraction of a Warrant shall be entitled to any cash
      or other consideration in lieu of any interest in or claim to any fraction
      of a Warrant.

	 	 	 
	 	(h) 	
      The Warrant Certificates may be engraved, lithographed or
      printed or partly in one form and partly in another, as the Corporation
      may determine. No change in the form of the Warrant Certificate shall be
      required by reason of any adjustment made pursuant to Article
  5.





	2.3 	
      Issue of Global Certificates

	 	 	 
		(a) 	
      The Corporation may, at its sole option, specify, by a
      written order of the Corporation delivered to the Warrant Agent, that some
      or all of the Warrants are to be represented by one or more Global
      Certificates registered in the name of the Depository or its nominee, and
      in such event the Corporation shall execute and the Warrant Agent shall
      countersign and deliver one or more Global Certificates that shall
      represent the aggregate number of outstanding Warrants to be represented
      by such Global Certificate(s).

	 	 	 
		(b) 	
      The rights of Beneficial Owners holding Warrants through
      the Book-Based System or the BEO System shall be limited to those
      established by applicable law and the agreements between the Depository
      and the Depository Participants and the agreements between the Depository
      Participants and Beneficial Owners. Any rights of such Beneficial Owners
      shall be exercised solely through a Depository Participant in accordance
      with Article 4 and the rules and procedures established by the Depository
      from time to time.

	 	 	 
		(c) 	
      For so long as Warrants are represented by a Global
      Certificate, if any of the following events
occurs:




	 	(i) 	
      the Depository notifies the Corporation that is unwilling
      or unable to continue as depository of the Warrants represented by a
      Global Certificate and the Corporation is unable to locate a qualified
      successor,

	 	 	 
	 	(ii) 	
      the Corporation determines that the Depository is no
      longer willing, able or qualified to discharge properly its
      responsibilities as depositary of the Warrants represented by a Global
      Certificate and the Corporation is unable to locate a qualified
      successor,

	 	 	 
	 	(iii) 	
      the Depository ceases to be a clearing agency or
      otherwise ceases to be eligible to be a depositary and the Corporation is
      unable to locate a qualified successor, or



9 





	 	(iv) 	
      the Corporation or the Depository is required by
      applicable laws to take the action contemplated in this subsection
      2.3(c),




	 		
      Registered Certificates shall be issued in exchange for
      the Global Certificate, or the applicable portion thereof, in accordance
      with Section 2.8 but subject to the provisions of this Section 2.3. All
      such Warrants issued and exchanged pursuant to this subsection 2.3(c)
      shall be registered in such names and in such denominations as the
      Depository shall instruct the Warrant Agent, provided that the aggregate
      number of such Warrants shall be equal to the aggregate number of Warrants
      represented by the Global Certificate so exchanged, and the Global
      Certificate so exchanged, or the applicable portion thereof, shall be
      cancelled by the Warrant Agent.

	 	 	 
	 	(d) 	
      All references herein to actions by, notices given or
      payments made to Warrantholders shall, where Warrants are held through a
      Global Certificate, refer to actions taken by, or notices given or
      payments made to, the Depository upon instruction from the Depository
      Participants in accordance with applicable procedures. For the purposes of
      any provision hereof requiring or permitting actions with the consent of
      or at the direction of Warrantholders evidencing a specified percentage of
      the aggregate Warrants outstanding, such direction or consent may be given
      by holders of Warrants acting through the Depository and the Depository
      Participants owning Warrants evidencing the requisite percentage of the
      Warrants. The rights of Beneficial Owners shall be limited to those
      established by applicable laws and agreements between the Depository and
      the Depository Participants and between such Depository Participants and
      Beneficial Owners.

	 	 	 
	 	(e) 	
      Each of the Warrant Agent and the Corporation may deal
      with the Depository for all purposes as the authorized representative of
      the respective Warrantholders and such dealing with the Depository shall
      constitute satisfaction or performance, as applicable, of their respective
      obligations hereunder. For so long as Warrants are represented by a Global
      Certificate, if any notice or other communication is required to be given
      to Warrantholders, the Warrant Agent will give such notices and
      communications to the Depository or its nominee.

	 	 	 
	 	(f) 	
      Transfers of beneficial ownership in any Warrant
      represented by a Global Certificate or by way of a non-certificated issue
      will be effected only (i) with respect to the interest of a Depository
      Participant, through records maintained by the Depository or its nominee
      for such Global Certificate, and (ii) with respect to the interest of any
      person other than a Depository Participant, through records maintained by
      the Depository Participants. Beneficial Owners who are not Depository
      Participants but who desire to sell or otherwise transfer ownership of or
      any other interest in Warrants represented by such Global Certificate may
      do so through a Depository Participant. Fully registered Warrant
      Certificates issued and exchanged pursuant to subsection 2.3(c) hereof as
      a result of the withdrawal of a number of Warrants from a Global
      Certificate shall be registered in such names and in such denominations as
      the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants
      represented by such Warrant Certificates shall be equal to the aggregate
      number of Warrants so withdrawn from a Global Certificate. Upon withdrawal
      of a Global Certificate for one or more Warrant Certificates in definitive
      form, the number of Warrants represented by such Global Certificate shall
  be reduced by the Warrant Agent.



10





	 	(g) 	
      Notwithstanding anything herein or in the terms of the
      Warrant Certificates to the contrary, neither the Corporation nor the
      Warrant Agent nor any agent thereof shall have any responsibility or
      liability for (i) the records maintained by the Depository relating to any
      ownership interests or any other interests in the Warrants or the
      depository system maintained by the Depository, or payments made on
      account of any ownership interest or any other interest of any person in
      any Warrant represented by any Global Certificate (other than the
      applicable depository or its nominee), (ii) for maintaining, supervising
      or reviewing any records of the Depository or any Depository Participant
      relating to any such interest, or (iii) any advice or representation made
      or given by the Depository or those contained herein that relate to the
      rules and regulations of the Depository or any action to be taken by the
      Depository on its own direction or at the direction of any Depository
      Participant.

	 	 	 	 
	 	(h) 	
      Registered Certificates issued and exchanged pursuant to
      subsection 2.3(c) shall be registered in such names and in such
      denominations as the Depository shall instruct the Warrant Agent, provided
      that the aggregate number of Warrants represented by such Registered
      Certificates shall be equal to the aggregate number of Warrants
      represented by the Global Certificate(s) so exchanged. Upon exchange of a
      Global Certificate for one or more Registered Certificates in definitive
      form, such Global Certificate shall be cancelled by the Warrant
    Agent.

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

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

	 	 	 	 
	 		(ii) 	
      maintaining, supervising or reviewing any records of the
      Depository or any Depository Participant relating to any interest referred
      to in subsection 2.3(i)(i); or

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



11





	 	(j) 	
      For so long as Warrants are represented by a Global
      Certificate deposited in CDS, the certificates representing such Warrants
      shall bear the following legend, or such other legend as may be prescribed
      by CDS from time to time:



UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY
SERVICES INC. (“CDS”) TO ENERGY FUELS INC. (THE “ISSUER”) OR ITS AGENT FOR
REGISTRATION, 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 HOLDERS HEREOF,
CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANY OTHER PERSON TO
HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. 

	 	(k) 	
      For so long as Warrants are represented by a Global
      Certificate deposited in DTC, the certificates representing such Warrants
      shall bear the following legend, or such other legend as may be prescribed
      by DTC from time to time:



UNLESS THIS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN. 

12 




2.4       Issue in Substitution for Lost Warrant Certificates 

	 	(a) 	
      In case any Warrant Certificate shall be mutilated, lost,
      destroyed or stolen, the Corporation, subject to applicable law, shall
      issue and thereupon the Warrant Agent shall certify and deliver, a new
      certificate of like tenor as the one mutilated, lost, destroyed or stolen
      in exchange for and in place of and upon cancellation of such mutilated
      certificate, or in lieu of and in substitution for such lost, destroyed or
      stolen certificate, and the substituted certificate shall be in a form
      approved by the Warrant Agent and shall be entitled to the benefits hereof
      and shall rank equally in accordance with its terms with all other Warrant
      Certificates issued or to be issued hereunder.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new certificate pursuant
      to this Section 2.4(b) shall bear the reasonable cost of the issue thereof
      and in case of loss, destruction or theft shall, as a condition precedent
      to the issue thereof, furnish to the Corporation and to the Warrant Agent
      such evidence of ownership and of the loss, destruction or theft of the
      certificate so lost, destroyed or stolen as shall be satisfactory to the
      Corporation and to the Warrant Agent in their sole discretion, acting
      reasonably, and such applicant shall also be required to furnish an
      indemnity and surety bond in amount and form satisfactory to the
      Corporation and the Warrant Agent to save each of them harmless, and shall
      pay the reasonable expenses, charges and any taxes applicable thereto to
      the Corporation and the Warrant Agent in connection
  therewith.



2.5       Warrantholder Not a Shareholder 

Nothing in this Indenture or in the holding of a Warrant
evidenced by a Warrant Certificate or otherwise, shall be construed as
conferring upon a Warrantholder any right or interest whatsoever as a
Shareholder or as any other shareholder of the Corporation, including, but not
limited to, the right to vote at, to receive notice of, or to attend, meetings
of shareholders or any other proceedings of the Corporation, or the right to
receive dividends or other distributions. 

2.6       Warrants to Rank Pari Passu 

All Warrants shall rank pari passu, whatever may be the
respective Dates of Issue of the same. 

2.7       Signing of Warrant Certificates 

The Warrant Certificates shall be signed by any one of the
President, Chief Executive Officer, Chief Financial Officer, a Vice-President,
Secretary, Treasurer or a director of the Corporation. The signatures of such
officer or director may be mechanically reproduced in facsimile and Warrant
Certificates bearing such facsimile signatures shall be binding upon the
Corporation as if they had been manually signed by such officer or director.
Notwithstanding that any of the Persons whose manual or facsimile signature
appears on any Warrant Certificate as one of such officers or as a director may
no longer hold office at the date of certification or delivery thereof, any
Warrant Certificate signed as aforesaid shall, subject to Section 2.8, be valid
and binding upon the Corporation. 

13 





	2.8 	
      Certification by the Warrant Agent

	 	 	 
		(a) 	
      No Warrant Certificate shall be issued or, if issued,
      shall be valid or entitle the holder to the benefit hereof or thereof
      until it has been (i) in the case of a physical warrant certificate,
      certified by manual signature by or on behalf of the Warrant Agent; (ii)
      or in the case of an uncertificated Warrant Certificate, by completing all
      its customary internal procedures in connection with the making of any one
      or more entries to, changes in or deletions of any one or more entries in
      the register of Warrantholders maintained by the Warrant Agent in
      accordance with Section 3.3 hereof. and such certification by the Warrant
      Agent upon any Warrant Certificate shall be conclusive evidence as against
      the Corporation that the Warrant Certificate so certified has been duly
      issued hereunder and that the holder is entitled to the benefit
    hereof.

	 	 	 
		(b) 	
      The certification of the Warrant Agent on the Warrant
      Certificates issued hereunder shall not be construed as a representation
      or warranty by the Warrant Agent as to the validity of this Indenture or
      the Warrant Certificates (except the due certification thereof) and the
      Warrant Agent shall in no respect be liable or answerable for the use made
      of the Warrant Certificates or any of them or of the consideration
      therefor nor for any breach by the Corporation of its covenants herein,
      except as otherwise specified therein.



2.9       Copy of Indenture 

The Corporation shall, on the written request of the
Warrantholder and on payment by the Warrantholder of a reasonable copying fee,
provide the Warrantholder with a copy of this Indenture. 

ARTICLE 3 
EXCHANGE AND OWNERSHIP OF WARRANTS;
NOTICES


	3.1 	
      Exchange of Warrant Certificates

	 	 	 
		(a) 	
      Warrant Certificates entitling Warrantholders to purchase
      any specified number of Common Shares may, upon compliance with the
      reasonable requirements of the Warrant Agent, be exchanged for another
      Warrant Certificate or Warrant Certificates of like tenor entitling the
      holder thereof to purchase an equal aggregate number of Common
    Shares.

	 	 	 
		(b) 	
      Warrant Certificates may be exchanged only at the office
      of the Warrant Agent in the City of Toronto, Ontario or New York City, New
      York or at any other place that is designated by the Corporation with the
      approval of the Warrant Agent. Any Warrant Certificates tendered for
      exchange shall be surrendered to the Warrant Agent or its agents and
      cancelled. The Corporation shall sign all Warrant Certificates necessary
      to carry out exchanges as aforesaid and such Warrant Certificates shall be
      certified by or on behalf of the Warrant Agent.



14





		(c) 	
      Except as otherwise herein provided, the Warrant Agent
      shall charge the holder requesting an exchange a reasonable sum for each
      new Warrant Certificate issued in exchange for the Warrant Certificate(s);
      and payment of such charges and reimbursement of the Warrant Agent or the
      Corporation for any and all taxes or governmental or other charges
      required to be paid shall be made by such holder as a condition precedent
      to such exchange.

	 	 	 
	3.2 	
      Transfer of Warrants

	 	 	 
		(a) 	
      Subject to any restriction under applicable law or policy
      of any applicable regulatory body, Warrants and Warrant Certificates and
      the rights thereunder are transferable by the holder thereof upon due
      completion and execution of the Transfer Form and compliance with the
      conditions prescribed hereunder.

	 	 	 
		(b) 	
      No transfer of a Warrant shall be valid unless made by
      the Warrantholder or its executors or administrators or other legal
      representatives or an attorney duly appointed by an instrument in writing
      in form and execution satisfactory to the Warrant Agent, upon compliance
      with such reasonable requirements as the Warrant Agent may prescribe,
      which may include the provision of a legal opinion to the Warrant Agent to
      the effect that the securities laws of the applicable jurisdiction(s) have
      been complied with in relation to the transfer of such Warrants, and
      unless such transfer shall have been duly entered on the register of
      transfers and/or noted on the Warrant Certificate. The signature of the
      registered Warrantholder must be guaranteed by a Canadian chartered bank
      or by a medallion signature guarantee from a member of a recognized
      signature medallion guarantee program. The Warrant Agent shall not be
      charged with notice of or be bound to see to the execution of any trust,
      whether expressed, implied or constructive, in respect of any Warrant and
      shall, on the written direction of the registered holder thereof, whether
      named as trustee or otherwise, as though that Person were the beneficial
      owner thereof, enter such transfer on the register of transfers.

	 	 	 
		(c) 	
      The Warrant Agent shall give notice to the Corporation of
      any transfer before it is made effective by the issuance of the Warrant
      Certificates. Notice is not required where beneficial holders are
      withdrawing Warrants from a Global Certificate registered in the name of
      the Depository.

	 	 	 
	3.3 	
      Registration of Warrants

	 	 	 
		(a) 	
      The Corporation shall, at all times while any Warrants
      are outstanding, cause the Warrant Agent and its agents to maintain a
      register in which will be entered the names and latest known addresses of
      the Warrantholders and particulars of the Warrants held by them, and a
      register of transfers in which shall be entered the particulars of all
      transfers of Warrants, such registers to be kept by and at the principal
      transfer office of the Warrant Agent in the City of Toronto, Ontario or
      New York City, New York.



15





		(b) 	
      A Warrantholder may at any time and from time to time
      have such Warrant transferred at any place at which a register of
      transfers is kept pursuant to the provisions of this Article 3 in
      accordance with such reasonable requirements as the Warrant Agent may
      prescribe. The costs of any such transfer registration shall be borne by
      the Corporation for the ten (10) day period following the date hereof,
      thereafter the costs of transfer of any Warrants shall be borne by the
      transferee.

	 	 	 
		(c) 	
      The registers referred to in this Section 3.3 shall
      during normal business hours be open for inspection by the Corporation and
      by any Warrantholder. The Warrant Agent, for a reasonable fee when
      requested so to do by the Corporation, shall furnish the Corporation with
      a list of names and addresses of the Warrantholders showing the
      certificate numbers of such Warrant Certificates held by each
      Warrantholder.

	 	 	 
	3.4 	
      Recognition of Registered Holder

	 	 	 
		(a) 	
      The Corporation and the Warrant Agent may deem and treat
      the registered holder of any Warrant Certificate as the absolute holder
      and owner of the Warrants evidenced thereby for all purposes, and the
      Corporation and the Warrant Agent shall not be affected by any notice or
      knowledge to the contrary and, without limiting the foregoing, shall not
      be bound by notice of any trust or be required to see to the execution
      thereof. Subject to the provisions of this Indenture and applicable law,
      the registered holder of any Warrant Certificate shall be entitled to the
      rights evidenced by such Warrant Certificate free from all equities or
      rights of setoff or counterclaim between the Corporation and the original
      or any intermediate holder thereof and all Persons may act accordingly and
      the receipt by any such holder of the Common Shares obtainable pursuant
      thereto shall be a good discharge to the Corporation and the Warrant Agent
      for the same and neither the Corporation nor the Warrant Agent shall be
      bound to inquire into the title of any such holder, except where the
      issuer of such Warrants or the Warrant Agent is required to take notice by
      statute or by order of a court of competent jurisdiction.

	 	 	 
		(b) 	
      The Person in whose name any Warrant shall be registered
      shall for all purposes of this Indenture be and be deemed to be the owner
      thereof and shall be entitled to the rights, privileges and obligations
      contained in the Warrant Certificate and this Indenture.

	 	 	 
	3.5 	
      Evidence of Ownership

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



16





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



3.6       Notices



Unless herein otherwise expressly provided, any notice to be
given hereunder to the Warrantholders shall be deemed to be validly given if
such notice is given by personal delivery or first class mail to the attention
of the Warrantholder at the registered address of the Warrantholder recorded in
the registers maintained by the Warrant Agent, provided that in the case of
notice convening a meeting of the Warrantholders, the Warrant Agent may require
such publication of such notice, in such city or cities, as it may deem
necessary for the reasonable protection of the Warrantholders or to comply with
any applicable requirement of law or any stock exchange. Any notice so given
shall be deemed to have been given on the date of mailing. In determining under
any provision hereof the date when notice of any meeting or other event must be
given, the date of giving notice shall be included and the date of the meeting
or other event shall be excluded. For greater certainty, all costs in connection
with the giving of notices contemplated by this Section 3.6 shall be borne by
the Corporation. Accidental errors or omissions in giving notice or accidental
failure to mail notice to any holder will not invalidate any action or
proceeding founded thereon. 

ARTICLE 4 
EXERCISE OF WARRANTS


	4.1 	
      Method of Exercise of Warrants

	 	 	 	 
		(a) 	
      The holder of any Warrant Certificate may exercise the
      right thereby conferred on him to purchase Common Shares by surrendering
      to the Warrant Agent during the Exercise Period at its office in Toronto,
      Ontario or New York City, New York or at any other place or places that
      may be designated by the Corporation with the approval of the Warrant
      Agent:

	 	 	 	 
			(i) 	
      the Warrant Certificate, with a duly completed and
      executed Subscription Form; and

	 	 	 	 
			(ii) 	
      subject to exercise of Warrants in accordance with
      Section 4.2, a certified cheque, money order or bank draft in lawful money
      of the United States payable to or to the order of the Warrant Agent in an
      amount equal to the Exercise Price applicable at the time of such
      surrender in respect of each Common Share subscribed
for.



17





	 		
      A Warrant Certificate with the duly completed and
      executed Subscription Form together, if applicable, with the payment
      aforesaid shall be deemed to be surrendered only upon personal delivery
      thereof to the Warrant Agent at its office set forth above, or, if sent by
      mail or overnight courier, upon actual receipt thereof by the Warrant
      Agent at its principal office in Toronto, Ontario.

	 	 	 	 
	 	(b) 	
      Any subscription referred to in this Section 4.1 shall be
      signed by the Warrantholder and shall specify:

	 	 	 	 
	 		(i) 	
      the number of Common Shares which the holder desires to
      purchase (being not more than those which he is entitled to purchase
      pursuant to the Warrant Certificate(s) surrendered);

	 	 	 	 
	 		(ii) 	
      the Person or Persons in whose name or names the Common
      Shares are to be issued;

	 	 	 	 
	 		(iii) 	
      the address or addresses of such Person or
  Persons;

	 	 	 	 
	 		(iv) 	
      the number of Common Shares to be issued to each Person
      if more than one Person is specified, provided that the Warrantholder
      shall only be entitled to direct its entitlement to the Common Shares in a
      manner permitted by applicable securities legislation; and

	 	 	 	 
	 		(v) 	
      a completed transfer form if Common Shares are to be
      issued to someone other than the Warrantholder.

	 	 	 	 
	 	(c) 	
      A Beneficial Owner who desires, and is permitted under
      this Warrant Indenture, to exercise Warrants pursuant to the Book-Based
      System shall do so in accordance with the procedures established by CDS or
      DTC, as Depositories and the Corporation, from time to time. Such
      procedures shall initially be that a Beneficial Owner shall cause a
      Depository Participant to deliver to either Depository (at their office),
      on behalf of such Beneficial Owner, notice of such Beneficial Owner’s
      intention to exercise Warrants and the Exercise Price for the Common
      Shares being purchased. The Depository shall initiate the exercise of
      Warrants and forward in full the Exercise Price of the Common Shares being
      purchased electronically through the Book-Based System to the Warrant
      Agent, following receipt of which the Warrant Agent shall execute the
      exercise of such Warrants by issuing to the Depository the Common Shares
      to which the exercising Beneficial Owner is entitled pursuant to such
      exercise of Warrants through the Book-Based System. Any expense associated
      with the preparation and delivery of the notice of intention to exercise
      Warrants and payment therefor shall be for the account of the Beneficial
      Owner exercising Warrants.

	 	 	 	 
	 	(d) 	
      By causing a Depository Participant to deliver the notice
      of intention to exercise Warrants to the Depository, a Beneficial Owner
      shall be deemed to have appointed such Depository Participant to act as
      such Beneficial Owner’s exclusive settlement agent with respect to the
      exercise and the receipt of Common Shares in connection with the
      obligations arising from such exercise.



18





	 	(e) 	
      Any notice of intention to exercise Warrants that the
      Depository determines to be incomplete, not in proper form, not duly
      executed or which is not accompanied by payment in full of the Exercise
      Price of the Common Shares being purchased shall, for all purposes, be
      void and of no effect and the exercise to which it relates shall be
      considered for all purposes not to have been exercised thereby. A failure
      by a Depository Participant to exercise or to give effect to the
      settlement thereof in accordance with the Beneficial Owner’s instructions
      will not give rise to any obligations or liability on the part of the
      Corporation to the Depository Participant or the Beneficial Owner. For
      greater certainty, any exercise of Warrants pursuant to this Section 4.1,
      subject to Section 4.2, must be accompanied by payment in full of the
      Exercise Price for the Common Shares being purchased and must be received
      by the Warrant Agent prior to the Time of Expiry.

	 	 	 
	 	(f) 	
      A holder of Warrants represented by an electronic
      position in the Book-Based System or the BEO System may submit an
      informational Subscription Form to the Corporation via facsimile or email
      and upon the Corporation’s receipt or deemed receipt of such notice, such
      beneficial owner shall be deemed to have become the holder of record of
      the Common Shares solely for purposes of Rule 200 under Commission
      Regulation SHO so long as such beneficial owner also causes its broker,
      bank or other nominee to submit a Subscription Form by way of an
      electronic notice through the Depository within one Trading Day of
      delivery of the informational Subscription
Form.




	4.2 	
      Cashless Exercise

	 	 	 
		(a) 	
      If at the time of exercise of his or her Warrants there
      is no effective registration statement under the 1933 Act registering, or
      the prospectus contained therein is not available for, the offer and
      issuance of the Common Shares to the Warrantholder upon the exercise of
      his or her Warrants, then a Warrantholder may only exercise his or her
      Warrants, in whole or in part, at such time by means of a “cashless
      exercise” in which the Warrantholder shall be entitled to receive a number
      of whole Common Shares (rounded down to the nearest whole number) equal to
      the quotient obtained by dividing [(A-B) * (X)] by (A),
  where:



(A) = the volume weighted average
price at which the Common Shares have traded on the Exchange during the five (5)
consecutive Trading Days ending on the Trading Day immediately prior to the date
on which the Warrantolder elects to exercise its Warrants by means of a
“cashless exercise,” as set forth in the applicable Subscription Form; 

(B) = the Exercise Price of the
Warrants, as adjusted hereunder; and 

(X) = the number of Common Shares that
would be issuable upon exercise of the Warrants in accordance with the terms of
the Warrant if such exercise were by means of a cash exercise rather than a
cashless exercise. 

19 





		(b) 	
      If no such registration statement is effective, or the
      prospectus is not available for, the offer and issuance of the Common
      Shares, the Corporation will advise the Warrant Agent in writing
      immediately.

	 	 	 
		(c) 	
      Upon receipt of a duly completed Subscription Form that
      specifies a cashless exercise, the Warrant Agent will notify the
      Corporation, which will calculate and provide to the Warrant Agent the
      number of Common Shares to be allotted to the Warrantholder.

	 	 	 
		
      For the avoidance of doubt, a Warrantholder may only
      exercise his or her warrants by means of “cashless exercise” if there is
      no effective registration statement under the 1933 Act registering, or the
      prospectus contained therein is not available for, the offer and issuance
      of the Common Shares to the Warrantholder upon the exercise of his or her
      Warrants. If there is an effective registration statement under the 1933
      Act registering, or the prospectus contained therein is available for, the
      offer and issuance of the Common Shares to the Warrantholder upon the
      exercise of his or her Warrants, such Warrantholder may only exercise his
      or her Warrants in accordance with Section 4.1.

	 	 	 
	4.3 	
      Effect of Exercise of Warrants

	 	 	 
		(a) 	
      Upon surrender and payment by the holder of any Warrant
      Certificate in accordance with Section 4.1 or Section 4.2, as applicable,
      the Common Shares so subscribed for shall be deemed to have been issued
      and the Person or Persons to whom such Common Shares are to be issued
      shall be deemed to have become the holder or holders of record of such
      Common Shares on the Exercise Date unless the share registers maintained
      by the transfer agent of the Corporation shall be closed on such date, in
      which case the Common Shares so subscribed for shall be deemed to have
      been issued, and such Person or Persons shall be deemed to have become the
      holder or holders of record of such Common Shares on the date on which
      such registers were reopened and such Common Shares shall be issued at the
      Exercise Price in effect on the Exercise Date. To the extent the opening
      of the registers remains within the control of the Warrant Agent, the
      Corporation and the Warrant Agent shall cause such registers to be open on
      Business Days.

	 	 	 
		(b) 	
      Within three (3) Business Days during which the transfer
      registers of the Corporation shall have been open after the due exercise
      of a Warrant Certificate for Common Shares as aforesaid, the Warrant Agent
      shall notify the Corporation of the exercise of any Warrant. Furthermore,
      the Corporation or its counsel shall notify the Warrant Agent of any
      trading restrictions on the Common Shares acquired upon such exercise
      pursuant to applicable securities legislation or policy of any applicable
      regulatory body and the requirement to endorse any Common Share
      certificate to such effect. Unless and until advised in writing by the
      Corporation or its counsel that a specific legend and trading restrictions
      apply to the Common Shares, the Warrant Agent shall be entitled to assume
      that no specific legend is required and that there are no trading
      restrictions on the Common Shares pursuant to applicable Canadian
      securities laws.



20





	 	(c) 	
      Within three (3) Business Days during which the transfer
      registers of the Corporation shall have been open after the due exercise
      of a Warrant Certificate for Common Shares as aforesaid, the Corporation
      shall cause the Warrant Agent to mail to the Person or Persons in whose
      name or names the Common Shares so subscribed for have been issued, as
      specified in the subscription endorsed on the Warrant Certificate, at
      his/her or their respective addresses specified in such subscription or,
      if so specified in such subscription, cause to be delivered to such Person
      or Persons at the office of the Warrant Agent where such Warrant
      Certificate was surrendered, a certificate or certificates for the
      appropriate number of Common Shares subscribed
for.



4.4       Subscription for Less than Entitlement 

The holder of any Warrant Certificate may subscribe for and
purchase a number of Common Shares less than the number which the holder is
entitled to purchase pursuant to the surrendered Warrant Certificate. In the
event of a purchase of a number of Common Shares less than the number which may
be purchased pursuant to a Warrant Certificate, the holder thereof shall be
entitled to receive, without charge except as aforesaid, a new Warrant
Certificate in respect of the balance of the Common Shares which such holder was
entitled to purchase pursuant to the surrendered Warrant Certificate and which
was not then purchased. 

4.5       No Fractional Common Shares



The Corporation shall not be required, upon exercise of any
Warrants, to issue fractional Common Shares or to distribute certificates which
evidence fractional Common Shares in satisfaction of its obligations hereunder.
If any fractional interest in a Common Share would, except for the provisions of
this Section 4.5, be deliverable upon the exercise of a Warrant, the number of
Common Shares issued shall be rounded down to the next smaller whole number of
Common Shares. 

4.6       Expiration of Warrant Certificates



After the expiry of the Exercise Period all rights under any
Warrant Certificate in respect of which the right of subscription and purchase
of Common Shares herein and therein provided for shall not theretofore have been
exercised shall wholly cease and terminate and such Warrant Certificate shall be
void and of no effect. 

4.7       Cancellation of Surrendered Warrants 

All Warrant Certificates surrendered to the Warrant Agent
pursuant to Sections 2.4, 3.1, 3.2, 4.1 or 6.1 shall be cancelled by the Warrant
Agent and, if required by the Corporation, the Warrant Agent shall, upon receipt
of a written request from the Corporation, cause to be furnished to the
Corporation a certificate identifying the Warrant Certificates so cancelled and
the number of Common Shares which could have been purchased pursuant to each
cancelled Warrant Certificate. 

21





	4.8 	
      Accounting and Recording

	 	 	 
		(a) 	
      Within five (5) Business Days, the Warrant Agent shall
      promptly account to the Corporation with respect to Warrants exercised and
      forward to the Corporation all monies received on the purchase of Common
      Shares through the exercise of Warrants. All such monies, and any
      securities or other instruments from time to time received by the Warrant
      Agent, shall be received in trust for, and shall be segregated and kept
      apart by the Warrant Agent in trust for, the Corporation.

	 	 	 
		(b) 	
      Within five (5) Business Days, the Warrant Agent shall
      record the particulars of the Warrant Certificates exercised which shall
      include the name or names and addresses of the Persons who become holders
      of Common Shares on exercise, the Exercise Date and the Exercise Price
      thereof.




	4.9 	
      Prohibition on
Exercise




	(a) 	
      Other than by cashless exercise pursuant to Section 4.2,
      the Warrants may not be exercised unless the Common Shares underlying the
      Warrants are registered pursuant to an effective registration statement
      under the 1933 Act and any applicable state securities laws
      (“Registration Statement”). For so long as any Warrants remain
      outstanding, the Corporation shall use its commercially reasonable efforts
      to (i) keep the Registration Statement continuously effective and ensure
      that the prospectus contained therein is available (provided, however,
      that nothing shall prevent the Corporation’s amalgamation, arrangement,
      merger or sale, including any take-over bid, and any associated delisting
      or deregistration or ceasing to be a reporting issuer, provided that, so
      long as the Warrants are still outstanding and represent a right to
      acquire securities of the acquiring company, the acquiring company shall
      assume the Corporation’s obligations under this Indenture), and (ii) avoid
      the issuance of, or, if issued, obtain the withdrawal of any order
      enjoining or suspending the use or effectiveness of the Registration
      Statement or related prospectus contained therein or the lifting of any
      suspension of the qualification (or exemption from qualification) of any
      of the Warrants for sale in the United States, at the earliest practicable
      moment. The Corporation shall promptly notify the Warrant Agent regarding
      any change in the effectiveness of the Registration Statement or the
      availability of the prospectus. All expenses incidental to the
      Corporation's performance of or compliance with the foregoing provisions
      will be borne by the Corporation.



22 




	(b) 	The Corporation shall not effect any exercise of a
      Warrant, and a Warrantholder shall not have the right to exercise any
      portion of a Warrant, pursuant to Article 4 or otherwise, to the extent
      that, after giving effect to such issuance after exercise as set forth on
      the applicable Subscription Form, the Warrantholder (together with the
      Warrantholder’s Affiliates, and any other Persons acting as a group
      together with the Warrantholder or any of the Warrantholder’s Affiliates
      (such Persons, “Attribution Parties”)), would beneficially own in
      excess of the Beneficial Ownership Limitation (as defined below). For
      purposes of the foregoing sentence, the number of Common Shares
      beneficially owned by the Warrantholder and its Affiliates and Attribution
      Parties shall include the number of Common Shares issuable upon exercise
      of a Warrant with respect to which such determination is being made, but
      shall exclude the number of Common Shares that would be issuable upon (i) exercise of
the remaining, non-exercised portion of a Warrant beneficially owned by the
Warrantholder or any of its Affiliates or Attribution Parties, and (ii) exercise
or conversion of the unexercised or unconverted portion of any other securities
of the Corporation (including, without limitation, any other Equity Share
equivalents), subject to a limitation on conversion or exercise analogous to the
limitation contained herein, beneficially owned by the Warrantholder or any of
its Affiliates or Attribution Parties. Except as set forth in the preceding
sentence, for purposes of this Section 4.9(b), beneficial ownership shall be
calculated in accordance with Section 13(d) of the U.S. Exchange Act and the
rules and regulations promulgated thereunder, it being acknowledged by the
Warrantholder that neither the Warrant Agent nor the Corporation is representing
to the Warrantholder that such calculation is in compliance with Section 13(d)
of the U.S. Exchange Act and the Warrantholder further acknowledges that it is
solely responsible for any schedules required to be filed in accordance
therewith. To the extent that the limitation contained in this Section 4.9(b)
applies, the determination of whether a Warrant is exercisable (in relation to
other securities owned by the Warrantholder together with any Affiliates and
Attribution Parties) and of which portion of a Warrant is exercisable shall be
in the sole discretion and at the sole responsibility of the Warrantholder, and
the submission of a Subscription Form shall be deemed to be the Warrantholder’s
determination of whether a Warrant is exercisable (in relation to other
securities owned by the Warrantholder together with any Affiliates and
Attribution Parties) and of which portion of a Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and neither the Warrant
Agent nor the Corporation shall have any obligation to verify or confirm the
accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section
13(d) of the U. S. Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 4.9(b) in determining the number of
outstanding Common Shares, a Warrantholder may rely on the number of outstanding
Common Shares as reflected in (A) the Corporation’s most recent periodic or
annual report filed with the SEC or on SEDAR, as the case may be, (B) a more
recent public announcement by the Corporation, or (C) a more recent written
notice by the Corporation or the Corporation’s transfer agent setting forth the
number of Common Shares outstanding. Upon the written or oral request of a
Warrantholder, the Corporation shall, within two Trading Days, confirm orally
and in writing to the Warrantholder the number of Common Shares then
outstanding. In any case, the number of outstanding Common Shares shall be
determined after giving effect to the conversion or exercise of securities of
the Corporation, including the Warrant being exercised, by the Warrantholder or
its Affiliates or Attribution Parties since the date as of which such number of
outstanding Common Shares was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of Common Shares outstanding
immediately after giving effect to the issuance of Warrant Shares issuable upon
exercise of the Warrant in question. The Warrantholder, upon written notice to
the Corporation, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 4.9(b), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of Common Shares outstanding
immediately after giving effect to the issuance of Warrant Shares upon exercise
of the Warrant in question held by the Warrantholder and the provisions of this
Section 4.9(b) shall continue to apply. Any increase in the Beneficial Ownership
Limitation will not be effective until the sixty-first (61st) day after such
notice is delivered to the Corporation. The provisions of this paragraph shall
be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 4.9(b) to correct this paragraph (or any portion
hereof) that may be defective or inconsistent with the intended Beneficial
Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The
limitations contained in this Section 4.9(b) shall apply to a successor holder
of a Warrant.



23




 

ARTICLE 5 
ADJUSTMENT OF SUBSCRIPTION RIGHTS AND
EXERCISE PRICE 


5.1       Definitions 

In this Article 5, the terms “record date” and “effective date”
mean the particular time on the relevant date. 

5.2       Adjustment of Exercise Price and Number of Common Shares Purchasable
Upon Exercise 

The Exercise Price (and the number of Common Shares purchasable
upon exercise in the case of subsections 5.2(a), (b) and (c) below) shall be
subject to adjustment from time to time in the events and in the manner provided
as follows: 

	 	(a) 	
      Common Share Reorganization. If during the
      Exercise Period the Corporation shall:

	 	 	 	 
	 		(i) 	
      issue Common Shares or securities exchangeable for or
      convertible into Common Shares to all or substantially all of the holders
      of the Common Shares by way of stock dividend or other distribution (other
      than a distribution of Common Shares upon the exercise of
  Warrants);

	 	 	 	 
	 		(ii) 	
      subdivide, redivide or change its outstanding Common
      Shares into a greater number of Common Shares; or

	 	 	 	 
	 		(iii) 	
      consolidate, reduce or combine its outstanding Common
      Shares into a lesser number of Common Shares,



(any of such events in subsections
5.2(a)(i), (ii) and (iii) being called a “Common Share Reorganization”),
then the Exercise Price shall be adjusted as of the effective date or record
date of such stock dividend or other distribution, as the case may be, by
multiplying the Exercise Price in effect immediately prior to such effective
date or record date by a fraction, the numerator of which shall be the number of
Common Shares outstanding on such effective date or record date before giving
effect to such Common Share Reorganization and the denominator of which shall be
the number of Common Shares outstanding as of the effective date or record date
after giving effect to such Common Share Reorganization (including, in the case
where securities exchangeable for or convertible into Common Shares are distributed, the number of Common
      Shares that would have been outstanding had such securities been exchanged
      for or converted into Common Shares on such record date or effective
      date). If during the Exercise Period a Common Share Reorganization shall
      occur which results in an adjustment in the Exercise Price pursuant to the
      provisions of this subsection 5.2(a), the number of Common Shares
      purchasable pursuant to each Warrant shall be adjusted contemporaneously
      with the adjustment of the Exercise Price by multiplying the number of
      Common Shares theretofore purchasable on the exercise thereof by a
      fraction, the numerator of which shall be the Exercise Price in effect
      immediately prior to such adjustment and the denominator of which shall be
the Exercise Price resulting from such adjustment.

24 





	 	(b) 	
      Rights Offering. If during the Exercise Period the
      Corporation shall fix a record date for the issue of rights, options or
      warrants to all or substantially all of the holders of Common Shares under
      which such holders are entitled, during a period expiring not more than
      forty-five (45) days after the record date for such issue (“Rights
      Period”), to subscribe for or purchase Common Shares or securities
      exchangeable for or convertible into Common Shares at a price per share to
      the holder (or at an exchange or conversion price) of less than 95% of the
      Current Market Price for the Common Shares on such record date (any of
      such events being called a “Rights Offering”), then, subject to the
      approval of the TSX, in addition to any adjustments pursuant to Section
      5.2 above, the Warrantholder will be entitled to acquire, upon the terms
      applicable to such Rights Offering, the aggregate number of Common Shares
      that the Warrantholder could have acquired if the Warrantholder had held
      the number of Common Shares acquirable upon complete exercise of the
      Warrantholder’s Warrants then held (without regard to any limitations on
      exercise hereof, including without limitation, the Beneficial Ownership
      Limitation) immediately before the date on which a record is taken for the
      grant, issuance or sale of such Rights Offering, or, if no such record is
      taken, the date as of which the record holders of Common Shares are to be
      determined for the grant, issue or sale of such Rights Offering (provided,
      however, to the extent that the Warrantholder’s right to participate in
      any such Rights Offering would result in the Warrantholder exceeding the
      Beneficial Ownership Limitation, then the Warrantholder shall not be
      entitled to participate in such Rights Offering to such extent (or
      beneficial ownership of such Common Shares as a result of such Rights
      Offering to such extent) and such Rights Offering, to such extent, shall
      be held in abeyance for the Warrantholder until such time, if ever, as its
      right thereto would not result in the Warrantholder exceeding the
      Beneficial Ownership Limitation). If all the rights, options or warrants
      are not so issued or if all rights, options or warrants are not exercised
      prior to the expiration thereof, the number of Common Shares issuable upon
      exercise of a Warrant shall be readjusted to that number in effect
      immediately prior to the record date, and such number shall be further
      adjusted based upon the number of Common Shares (or Convertible Securities
      that are convertible into Common Shares) actually delivered upon the
      exercise of the rights, options or warrants, as the case may be, but
      subject to any other adjustment required hereunder by reason of any event
      arising after that record date; for the avoidance of doubt, the
      Corporation covenants and agrees that it shall not fix a record date
      for the issuance of rights, options or warrants to all or substantially
      all the holders of its outstanding Common Shares unless it has used
      commercially reasonable efforts to obtain the approval of the TSX to
      permit the Warrantholders to fully participate in such issuance (as
      contemplated in this Section 5.2(b)).



25





	 		
      If during the Exercise Period a Rights Offering shall
      occur which results in an adjustment in the Exercise Price pursuant to the
      provisions of this subsection 5.2(b), the number of Common Shares
      purchasable pursuant to each Warrant shall be adjusted contemporaneously
      with the adjustment of the Exercise Price by multiplying the number of
      Common Shares theretofore purchasable on the exercise thereof by a
      fraction, the numerator of which shall be the Exercise Price in effect
      immediately prior to such adjustment and the denominator of which shall be
      the Exercise Price resulting from such adjustment.

	 	 	 
	 		
      For the purposes of any computation made in accordance
      with this subsection 5.2(b), Common Shares owned legally or beneficially
      by the Corporation or a Subsidiary or any other Affiliate of the
      Corporation, as determined in accordance with the provisions of Section
      13.7, shall be disregarded.

	 	 	 
	 	(c) 	
      Special Distribution. If during the Exercise
      Period the Corporation shall issue or distribute to all or substantially
      all of the holders of the Common Shares:





	 	(i) 	
      securities of the Corporation including rights, options
      or warrants to acquire shares of any class or securities exchangeable for
      or convertible into any such shares or property or assets;

	 	 	 
	 	(ii) 	
      evidences of the Corporation’s indebtedness; or

	 	 	 
	 	(iii) 	
      any property or other assets,



and if such issuance or distribution
does not constitute a Common Share Reorganization or a Rights Offering (any of
such non-excluded events being herein called a “Special Distribution”),

then, in each such case, the Warrantholder shall be entitled to participate in
  such Special Distribution to the same extent that the Warrantholder would have
  participated therein if the Warrantholder had held the number of Common Shares
  acquirable upon complete exercise of the Warrantholder’s Warrants then held
  (without regard to any limitations on exercise hereof, including without
  limitation, the Beneficial Ownership Limitation) immediately before the date of
  which a record is taken for such Special Distribution, or, if no such record is
  taken, the date as of which the record holders of Common Shares are to be
  determined for the participation in such Special Distribution (provided,
  however, to the extent that the Warrantholder’s right to participate in any such
  Special Distribution would result in the Warrantholder exceeding the Beneficial
  Ownership Limitation, then the Warrantholder shall not be entitled to
  participate in such Special Distribution to such extent (or in the beneficial
      ownership of any Common Shares as a result of such Special Distribution to
      such extent) and the portion of such Special Distribution shall be held in
      abeyance for the benefit of the Warrantholder until such time, if ever, as
      its right thereto would not result in the Warrantholder exceeding the
      Beneficial Ownership Limitation). To the extent that a Warrantholder’s
      Warrants have not been partially or completely exercised at the time of
      such Special Distribution, such portion of the Special Distribution shall
      be held in abeyance for the benefit of the Warrantholder until the
      Warrantholder has exercised the Warrantholder’s Warrants as to such
      undistributed amount of the Special Distribution. To the extent that the
      distribution of shares, rights, options, warrants, evidences of
      indebtedness or assets is not so made or to the extent that any rights,
      options or warrants so distributed are not exercised, the number of Common
      Shares issuable upon exercise of a Warrant shall be readjusted to the
      number that would then be in effect based upon shares, rights, options,
      warrants, evidences of indebtedness or assets actually distributed or
      based upon the number of Common Shares or Convertible Securities actually
      delivered upon the exercise of the rights, options or warrants, as the
      case may be, but subject to any other adjustment required hereunder by
      reason of any event arising after the record date. To the extent that the
      Warrantholder’s Warrants have not been partially or completely exercised
      at the time of such Special Distribution, such portion of the Special
      Distribution shall be held in abeyance for the benefit of the
      Warrantholder until, and only if, the Warrantholder has exercised such
  Warrantholder’s Warrants;

26 





	 		
      If during the Exercise Period a Special Distribution
      shall occur which results in an adjustment in the Exercise Price pursuant
      to the provisions of this subsection 5.2(c), the number of Common Shares
      purchasable pursuant to each Warrant shall be adjusted contemporaneously
      with the adjustment of the Exercise Price by multiplying the number of
      Common Shares theretofore purchasable on the exercise thereof by a
      fraction, the numerator of which shall be the Exercise Price in effect
      immediately prior to such adjustment and the denominator of which shall be
      the Exercise Price resulting from such adjustment.

	 	 	 
	 		
      For the purposes of any computation made in accordance
      with this subsection 5.2(c), Common Shares owned legally or beneficially
      by the Corporation or any Subsidiary or any other Affiliate of the
      Corporation, as determined in accordance with the provisions of Section
      13.7, shall be disregarded.

	 	 	 
	 	(d) 	
      Capital Reorganization. If during the Exercise
      Period there shall be a reclassification or redesignation of Common Shares
      at any time outstanding or a change of the Common Shares into other shares
      or into other securities (other than a Common Share Reorganization), or a
      consolidation, amalgamation, take-over bid, compulsory acquisition, plan
      of arrangement or merger of the Corporation with or into any other
      corporation or other entity (other than a consolidation, amalgamation,
      arrangement, take-over bid, compulsory acquisition, plan of arrangement or
      merger which does not result in any reclassification of
  the outstanding Common Shares, a change of
the Common Shares into other shares or an acquisition of all of the Common
Shares for cash), a change, exchange or conversion of the Common Shares into or
for other shares or securities or property (including, for greater certainty,
cash), or a transfer, sale or conveyance of the undertaking or assets of the
Corporation as an entirety or substantially as an entirety to another
corporation or other entity in which the holders of Common Shares are entitled
to receive shares, other securities or other property (any of such events being
herein called a “Capital Reorganization”), any Warrantholder who
exercises his or her right to purchase Common Shares pursuant to Warrant(s) then
held after the effective date of such Capital Reorganization shall be entitled
to receive, and shall accept for the same aggregate consideration in lieu of the
number of Common Shares to which such holder was theretofore entitled upon such
exercise the aggregate number of shares, other securities or other property
(including, if applicable, cash) which such holder would have been entitled to
receive as a result of such Capital Reorganization if, on the effective date
thereof, the Warrantholder had been the registered holder of the number of
Common Shares to which such holder was theretofore entitled upon exercise of the
Warrant subject to adjustment thereafter in accordance with provisions the same,
as nearly as may be possible, as those contained in Sections 5.2 and 5.3 hereof.
If determined appropriate by the Corporation, acting reasonably, and subject to
the prior written approval of any stock exchange or over-the-counter market on
which the Common Shares are then listed or quoted for trading, appropriate
adjustments to the exercise price and/or the number of Common Shares issuable on
exercise shall be made as a result of any such Capital Reorganization in the
application of the provisions set forth in this Article 5 with respect to the
rights and interests thereafter of Warrantholders to the end that the provisions
set forth in this Article 5 shall thereafter correspondingly be made applicable
as nearly as may reasonably be in relation to any shares, other securities or
other property thereafter deliverable upon the exercise of any Warrant. Any such
adjustments shall be made by and set forth in terms and conditions supplemental
hereto approved by action by the directors and by the Warrant Agent, acting
reasonably, and shall for all purposes be conclusively deemed to be appropriate
adjustments.



27




 

5.3       Rules Regarding Calculation of Adjustment of Exercise Price and
Number of Common Shares Purchasable Upon Exercise 

For the purposes of Section 5.2:


	 	(a) 	
      The adjustments provided for in Section 5.2 are
      cumulative, and shall, in the case of adjustments to the Exercise Price be
      computed to the nearest one-tenth of one cent and shall be made
      successively whenever an event referred to therein shall occur, subject to
      the following subsections of this Section 5.3.

	 	 	 
	 	(b) 	
      No adjustment in the Exercise Price or in the number of
      Common Shares purchasable upon the exercise of Warrants shall be required
      unless such adjustment would result in a change of at least 1% in the
      prevailing Exercise Price and no adjustment shall be made in the number of
      Common Shares purchasable upon exercise of a Warrant unless it would result in a
      change of at least one one-hundredth of a Common Share; provided, however,
      that any adjustments which, except for the provisions of this subsection
      5.3(b) would otherwise have been required to be made, shall be carried
  forward and taken into account in any subsequent adjustment.



28





	 	(c) 	
      No adjustment in the Exercise Price or in the number of
      Common Shares purchasable upon exercise of Warrants shall be made in
      respect of any event described in Section 5.2, other than the events
      referred to in subsections 5.2(a)(ii) and 5.2(a)(iii), if Warrantholders
      are entitled to participate in such event on the same terms, mutatis
      mutandis, as if Warrantholders had exercised their Warrants prior to
      or on the effective date or record date of such event. The terms of the
      participation of the Warrantholders in such event shall be subject to the
      prior written approval of any stock exchange or over-the-counter market on
      which the Common Shares are then listed or quoted for trading.

	 	 	 	 
	 	(d) 	
      No adjustment in the Exercise Price shall be made
      pursuant to Section 5.2 in respect of the issue from time to
  time:

	 	 	 	 
	 		(i) 	
      of Common Shares purchased on exercise of the
      Warrants;

	 	 	 	 
	 		(ii) 	
      of Common Shares to holders of Common Shares who exercise
      an option or election to receive substantially equivalent dividends in
      Common Shares in lieu of receiving a cash dividend pursuant to a dividend
      reinvestment plan or similar plan adopted by the Corporation in accordance
      with the requirements of the Exchange and applicable securities laws;
      or

	 	 	 	 
	 		(iii) 	
      of Common Shares pursuant to any stock options, stock
      option plan, stock purchase plan, restricted share units or restricted
      share unit plans other benefit plans in force at the date hereof for
      directors, officers, employees, advisers or consultants of the
      Corporation, as such option or plan is amended or superseded from time to
      time in accordance with the requirements of the Exchange and applicable
      securities laws, and such other benefit plans as may be adopted by the
      Corporation in accordance with the requirements of the Exchange and
      applicable securities laws,

	 	 	 	 
	 		
      and any such issue shall be deemed not to be a Common
      Share Reorganization or Capital Reorganization.

	 	 	 	 
	 	(e) 	
      If a dispute shall at any time arise with respect to
      adjustments provided for in Section 5.2, such dispute shall be
      conclusively determined by the Corporation’s Auditors, or if they are
      unable or unwilling to act, by such other firm of independent chartered
      accountants as may be selected by action by the directors and any such
      determination shall be binding upon the Corporation, the Warrant Agent and
      the Warrantholders. Notwithstanding the foregoing, such determination
      shall be subject to the prior written approval of any stock
  exchange or over-the-counter market on which the Common Shares are
      then listed or quoted for trading. Such auditors or accountants shall be
      provided access to all necessary records of the Corporation. In the event
      that any such determination is made, the Corporation shall deliver a
      certificate to the Warrant Agent and a notice to the Warrantholders in the
      manner contemplated in Section 3.6 describing such
determination.



29





	 	(f) 	
      In case the Corporation after the date hereof shall take
      any action affecting the Common Shares, other than action described in
      Section 5.2, which in the opinion of the directors would materially affect
      the rights of Warrantholders, the Exercise Price and the number of Common
      Shares purchasable upon exercise shall be adjusted in such manner, if any,
      and at such time, by action by the directors, in their sole discretion,
      acting reasonably and in good faith, as they may determine to be equitable
      in the circumstances, but subject in all cases to the prior consent of the
      Exchange and any other necessary regulatory approval. Failure of the
      taking of action by the directors so as to provide for an adjustment on or
      prior to the effective date of any action by the Corporation affecting the
      Common Shares shall be conclusive evidence that the board of directors of
      the Corporation has determined that it is equitable to make no adjustment
      in the circumstances.

	 	 	 
	 	(g) 	
      If the Corporation shall set a record date to determine
      the holders of the Common Shares for the purpose of entitling them to
      receive any dividend or distribution or any subscription or purchase
      rights and shall, thereafter and before the distribution to such
      Shareholders of any such dividend, distribution or subscription or
      purchase rights, legally abandon its plan to pay or deliver such dividend,
      distribution or subscription or purchase rights, then no adjustment in the
      Exercise Price or the number of Common Shares purchasable upon exercise of
      any Warrant shall be required by reason of the setting of such record
      date.

	 	 	 
	 	(h) 	
      In the absence of a resolution of the directors fixing a
      record date for a Special Distribution or Rights Offering, the Corporation
      shall be deemed to have fixed as the record date therefor the date on
      which the Special Distribution or Rights Offering is effected.

	 	 	 
	 	(i) 	
      As a condition precedent to the taking of any action
      which would require any adjustment in any of the subscription rights
      pursuant to any of the Warrants, including the Exercise Price and the
      number or class of shares or other securities which are to be received
      upon the exercise thereof, the Corporation shall take any corporate action
      which may, in the opinion of counsel to the Corporation, be necessary in
      order that the Corporation have unissued and reserved in its authorized
      capital and may validly and legally issue as fully paid and non-assessable
      all the shares or other securities which all the holders of such Warrants
      are entitled to receive on the full exercise thereof in accordance with
      the provisions thereof and hereof.



30




5.4       Postponement of Subscription



In any case in which this Article 5 shall require that an
adjustment shall be effective immediately after a record date for an event
referred to herein, the Corporation may defer, until the occurrence of such an
event: 

	 	(a) 	
      issuing to the holder of any Warrant exercised after such
      record date and before the occurrence of such event, the additional Common
      Shares issuable upon such exercise by reason of the adjustment required by
      such event; and

	 	 	 
	 	(b) 	
      delivering to such holder any distributions declared with
      respect to such additional Common Shares after such Exercise Date and
      before such event,



provided, however, that the Corporation
shall deliver or cause to be delivered to such holder, an appropriate instrument
evidencing such holder’s right, upon the occurrence of the event requiring the
adjustment, to an adjustment in the Exercise Price or the number of Common
Shares purchasable on the exercise of any Warrant and to such distributions
declared with respect to any additional Common Shares issuable on the exercise
of any Warrant. 

	5.5 	
      Notice of Adjustment of Exercise Price and Number of
      Common Shares Purchasable Upon Exercise

	 	 	 
		(a) 	
      At least fourteen (14) Business Days prior to the
      effective date or record date, as the case may be, of any event which
      requires or might require adjustment in any of the subscription rights
      pursuant to any of the Warrants, including the Exercise Price and the
      number of Common Shares which are purchasable upon the exercise thereof,
      or such longer period of notice as the Corporation shall be required to
      provide holders of Common Shares in respect of any such event, the
      Corporation shall give notice, in the form of a certificate of adjustment,
      to the Warrant Agent and the Warrantholders of the particulars of such
      event and, if determinable, the required adjustment and the computation of
      such adjustment. Notice to the Warrantholders shall be given in the manner
      specified in Section 3.6.

	 	 	 
			
      The Warrant Agent may, for all purposes, act and rely
      upon the certificate of the Corporation submitted to it pursuant to this
      subsection 5.5(a) and on the accuracy of such certificate, calculations
      and formulas contained therein. Except as provided in Section 11.1, the
      Warrant Agent shall not at any time be under any duty or responsibility to
      any Warrantholder to determine whether any facts exist which may require
      adjustment contemplated by this Article 5, 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) 	
      The Corporation will not close its transfer books or take
      any other corporate action which might deprive the Warrantholder of the
      opportunity of exercising its right of acquisition pursuant thereto during
      the period of fourteen (14) Business Days after the giving of any notice
      required by subsection 5.5(a).



31





	 	(c) 	
      In case any adjustment for which a notice in subsection
      5.5(a) has been given is not then determinable, the Corporation shall
      promptly after such adjustment is determinable give notice to the Warrant
      Agent and the Warrantholders of the adjustment and the computation of such
      adjustment.

	 	 	 
	 	(d) 	
      The Warrant Agent shall not be accountable with respect
      to the validity or value (or the kind or amount) of any Common Shares or
      of any other shares or securities or property which may at any time be
      issued or delivered upon the exercise or deemed exercise of any
      Warrant.

	 	 	 
	 	(e) 	
      The Warrant Agent shall not be responsible for any
      failure of the Corporation to make any cash payment or to issue, transfer
      or deliver Common Shares or Common Share certificates upon the surrender
      of any Warrant for the purpose of exercise or deemed exercise of such
      Warrants, or to comply with any of the covenants contained in this Article
      5.



ARTICLE 6 
PURCHASES BY THE CORPORATION


6.1       Optional Purchases by the Corporation 

Subject to applicable law, the Corporation may from time to
time purchase by invitation for tender, in the open market, by private agreement
on any stock exchange or otherwise any or all of the Warrants then outstanding.
Any such purchase shall be made at the lowest price or prices at which, in the
opinion of the board of directors, such Warrants are then obtainable, plus
reasonable costs of purchase, and may be made in such manner, from such Persons,
and on such other terms as the Corporation in its sole discretion may determine.
The Warrant Certificates representing the Warrants purchased pursuant to this
Section 6.1 shall forthwith be delivered to and cancelled by the Warrant
Agent.

ARTICLE 7 
COVENANTS OF THE CORPORATION


7.1       Covenants of the Corporation



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

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

	 	 	 
	 	(b) 	
      it will cause the Common Shares and the certificates
      representing the Common Shares subscribed and paid for pursuant to the
      exercise of the Warrants to be duly issued and delivered in accordance
      with the Warrant Certificates and the terms
hereof;



32





	 	(c) 	
      all Common Shares which shall be issued upon exercise of
      the right to purchase provided for herein and in the Warrant Certificates,
      upon payment of the Exercise Price herein provided for and in the Warrant
      Certificates and upon compliance with the other applicable terms and
      conditions hereof and thereof, shall be fully paid and
    non-assessable;

	 	 	 
	 	(d) 	
      it will give to the Warrantholders, in the manner
      provided in Section 3.6 hereof, and to the Warrant Agent in the manner
      provided in Section 13.1 hereof, notice of a record date, or effective
      date, as the case may be, for any event referred to in Article 5 hereof
      which may give rise to an adjustment in the Exercise Price or in the
      number of Common Shares purchasable upon the exercise of Warrants and, in
      each case, such notice shall specify the particulars of such event and the
      record date, or 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, and such notice shall be given
      concurrently with notice of such event to holders of Common
  Shares;

	 	 	 
	 	(e) 	
      it will maintain its corporate existence, provided that
      this subsection 7.1(e) shall not restrict the Corporation from completing
      a Capital Reorganization in accordance with subsection 5.2(d);

	 	 	 
	 	(f) 	
      it will not take any other action which might deprive the
      Warrantholders of the opportunity of exercising their right of purchase
      pursuant to the Warrants held by such Persons during the period of notice
      required by subsection 5.5(a);

	 	 	 
	 	(g) 	
      it will give written notice of the issue of Common Shares
      pursuant to the exercise of Warrants, if required and in such detail as
      may be required, to each securities regulatory authority in each relevant
      jurisdiction pursuant to applicable law;

	 	 	 
	 	(h) 	
      it will promptly notify the Warrant Agent and the
      Warrantholders in writing of any material default under the terms of this
      Warrant Indenture which remains unrectified for more than fifteen (15)
      days following its occurrence; and

	 	 	 
	 	(i) 	
      it will perform all of its covenants and carry out all of
      the acts or things to be done by it as provided in this
  Indenture.



7.2       Warrant Agent’s Remuneration and Expenses 

The Corporation covenants that it will pay to the Warrant Agent
from time to time reasonable remuneration for its services hereunder and will
pay or reimburse the Warrant Agent within thirty (30) days of the Warrant
Agent’s request for all reasonable expenses, disbursements and advances incurred
or made by the Warrant Agent in the administration or execution of the trusts
hereby created (including the reasonable compensation and the disbursements of
its counsel and all other advisers and assistants not regularly in its employ)
both before any default hereunder and thereafter until all duties of the Warrant
Agent hereunder shall be finally and fully performed, except any such expense,
disbursement or advance as may arise out of or result from the gross negligence,
wilful misconduct or fraud of the Warrant Agent or of Persons for whom the Warrant Agent is responsible. The Warrant Agent shall not
have any recourse against any monies, securities or other property held by it
for the benefit of the Warrantholders pursuant to this Indenture for the payment
of its fee. 

33




7.3       Performance of Covenants by Warrant Agent 

If the Corporation shall fail to perform any of its covenants
contained in this Warrant Indenture, the Warrant Agent may notify the
Warrantholders in the manner provided in Section 3.6 of such failure on the part
of the Corporation or, subject to Section 11.1, may itself perform any of the
covenants capable of being performed by it, but shall be under no obligation to
perform such covenants or to notify the Warrantholders of such performance by
it. All sums expended or advanced by the Warrant Agent in so doing shall be
repayable as provided in Section 7.2. No such performance, expenditure or
advance by the Warrant Agent shall relieve the Corporation of any default
hereunder or of its continuing obligations under the covenants herein contained.


ARTICLE 8 
ENFORCEMENT


	8.1 	
      Suits by Warrantholders

	 	 	 
		(a) 	
      Warrantholders May Not Sue. Except to the extent
      that the rights of an individual Warrantholder or group of Warrantholders
      would be prejudiced thereby, no Warrantholder has the right to institute
      any action or proceeding or to exercise any other remedy authorized
      hereunder for the purpose of enforcing any right on behalf of the
      Warrantholders as a whole or for the execution of any trust or power
      hereunder or for the appointment of a liquidator or receiver or receiver
      and manager 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 proceedings, unless the
      Warrant Agent has received a Warrantholders’ Request directing it to take
      the requested action and has been provided with sufficient funds or other
      security and/or such indemnity satisfactory to the Warrant Agent, acting
      reasonably, in respect of the costs, expenses and liabilities that may be
      incurred by it in so proceeding and the Warrant Agent has failed to act
      within a reasonable time thereafter. If the Warrant Agent has so failed to
      act, but not otherwise, any Warrantholder acting on behalf of all
      Warrantholders will be entitled to take any of the proceedings that the
      Warrant Agent might have taken hereunder. No Warrantholder has any right
      in any manner whatsoever to effect, disturb or prejudice the rights hereby
      created by its action or to enforce any right hereunder or under any
      Warrant, except subject to the conditions and in the manner herein
      provided. Any money received as a result of a proceeding taken by any
      Warrantholder on behalf of the Warrantholders hereunder must be forthwith
      paid to the Warrant Agent.

	 	 	 
		(b) 	
      Warrant Agent not Required to Possess Warrants.
      All rights of action under this Indenture may be enforced by the Warrant
      Agent without the possession of any of the Warrants or the production
      thereof on any trial or other proceedings relative
  thereto.



34





	 	(c) 	
      Warrant Agent May Institute All
  Proceedings.

	 	 	 	 
	 		(i) 	
      The Warrant Agent shall be entitled and empowered, either
      in its own name or as Warrant Agent of an express trust, or as
      attorney-in-fact for the Warrantholders, 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 claim of the Warrant Agent and the Warrantholders 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 Warrant Agent is hereby irrevocably appointed (and the
      successive respective Warrantholders by taking and holding the same shall
      be conclusively deemed to have so appointed the Warrant Agent) the true
      and lawful attorney-in-fact of the respective Warrantholders with
      authority to make and file in the respective names of the Warrantholders
      or on behalf of the Warrantholders as a class, subject to deduction from
      any such claims of the amounts of any claims filed by any of the
      Warrantholders themselves if and to the extent permitted hereunder, 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 the Warrantholders, as may be necessary or
      advisable in the opinion of the Warrant Agent, in order to have the
      respective claims of the Warrant Agent and of the Warrantholders 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
      nothing contained in this Indenture shall be deemed to give the Warrant
      Agent, 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 Warrantholder.

	 	 	 	 
	 		(ii) 	
      The Warrant Agent shall also have the power, but not the
      obligation, 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
      Warrantholders.

	 	 	 	 
	 		(iii) 	
      Any such suit or proceeding instituted by the Warrant
      Agent may be brought in the name of the Warrant Agent as Warrant Agent of
      an express trust, and any recovery of judgment shall be for the rateable
      benefit of the Warrantholders subject to the provisions of this Indenture.
      In any proceeding brought by the Warrant Agent (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 Warrant Agent shall be a party), the Warrant Agent shall,
      relying on advice of counsel at its discretion, be held to represent all
      the Warrantholders, and it shall not be
necessary to make any Warrantholders parties to any such proceeding.



35




8.2       Immunity of Shareholders, Etc.



Subject to any rights or remedies available to the
Warrantholders under applicable securities legislation, the Warrant Agent and,
by their acceptance of the Warrant Certificates and as part of the consideration
for the issue of the Warrants, the Warrantholders hereby waive and release any
right, cause of action or remedy now or hereafter existing in any jurisdiction
against any incorporator or any past, present or future Shareholder, director,
officer, employee or agent of the Corporation or of any successor corporation
for the issue of the Common Shares pursuant to any Warrant or on any covenant,
agreement, representation or warranty by the Corporation herein or in the
Warrant Certificates contained. 

8.3       Limitation of Liability



The obligations hereunder are not personally binding upon nor
shall resort hereunder be had to, the private property of any of the past,
present or future directors or Shareholders or of any successor corporation or
of any of the past, present or future officers, employees or agents of the
Corporation or of any successor corporation, but only the property of the
Corporation or of any successor corporation shall be bound in respect hereof.


ARTICLE 9 
MEETINGS OF WARRANTHOLDERS


9.1       Right to Convene Meetings



The Warrant Agent may at any time and from time to time, and
shall on receipt of a written request of the Corporation or of a Warrantholders’
Request and upon receiving sufficient funds, determined reasonably, and being
indemnified to its reasonable satisfaction by the Corporation or by the
Warrantholders signing such Warrantholders’ Request against the cost which may
be incurred in connection with the calling and holding of such meeting, convene
a meeting of the Warrantholders. In the event the Warrant Agent fails to call a
meeting within ten (10) days after receipt of such proper written request of the
Corporation or Warrantholders’ Request, funds and indemnity given as aforesaid,
the Corporation or such Warrantholders, as the case may be, may convene such
meeting. Every such meeting shall be held in the City of Toronto or such other
place as may be approved or determined by the Warrant Agent and approved by the
Corporation, acting reasonably. 

9.2       Notice



At least twenty-one (21) days prior notice of any meeting of
Warrantholders shall be given to the Warrantholders in the manner provided for
in Section 3.6 and a copy of such notice shall be sent by mail to the Warrant
Agent (unless the meeting has been called by the Warrant Agent) and to the
Corporation (unless the meeting has been called by the Corporation). Such notice
shall state the time when and the place where the meeting is to be held, shall
state briefly the general nature of the business to be transacted thereat and
shall contain such information as is reasonably necessary to enable the
Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of
any resolution to be proposed nor any of the provisions of this Article 9. A
notice of meeting may be signed by an appropriate officer of the Warrant Agent
or by the Corporation or by the Warrantholder or Warrantholders convening the
meeting. 

36




9.3       Chairman



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

9.4       Quorum



Subject to the provisions of Section 9.11, at any meeting of
the Warrantholders a quorum shall consist of Warrantholders, present in person
or by proxy, representing at least 25% of the then outstanding Warrants,
provided that at least two Persons entitled to vote thereat are personally
present. If a quorum of the Warrantholders shall not be present within 30
minutes from the time fixed for holding any meeting, the meeting, if summoned by
the Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in
any other case the meeting shall be adjourned to the same day in the next week
(unless such day is not a Business Day in which case it shall be adjourned to
the next following Business Day) at the same time and place and, subject to
Section 9.11, no notice of the adjournment need be given. Any business may be
brought before or dealt with at an adjourned meeting which might have been dealt
with at the original meeting in accordance with the notice calling the same. No
business shall be transacted at any meeting unless a quorum be present at the
commencement of business. At the adjourned meeting the Warrantholders present in
Person or by proxy shall form a quorum and may transact the business for which
the meeting was originally convened, notwithstanding that they may not represent
at least 25% of the then outstanding Warrants. 

9.5       Power to Adjourn



The chairman of any meeting at which a quorum of the
Warrantholders is present may, with the consent of the meeting, adjourn any such
meeting, and no notice of such adjournment need be given except such notice, if
any, as the meeting may prescribe. 

9.6       Show of Hands



Every question submitted to a meeting shall be decided in the
first place by a majority of the votes given on a show of hands except that
votes on an Extraordinary Resolution shall be given in the manner hereinafter
provided. At any such meeting, unless a poll is duly demanded as herein
provided, a declaration by the chairman that a resolution has been carried or
carried unanimously or by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact. 

37





	9.7 	
      Poll and Voting




	 	(a) 	
      On every Extraordinary Resolution, and on any other
      question submitted to a meeting and after a vote by show of hands when
      demanded by the chairman or by one or more of the Warrantholders acting in
      Person or by proxy, a poll shall be taken in such manner as the chairman
      shall direct. Questions other than those required to be determined by
      Extraordinary Resolution shall be decided by a majority of votes cast on
      the poll.

	 	 	
       

	 	(b) 	
      On a show of hands, every Person who is present and
      entitled to vote, whether as a Warrantholder or as proxy for one or more
      absent Warrantholders, or both, shall have one vote. On a poll, each
      Warrantholder present in Person or represented by a proxy duly appointed
      by instrument in writing shall be entitled to one vote per one Warrant
      held or represented by him. A proxy need not be a Warrantholder. The
      chairman of any meeting shall be entitled, both on a show of hands and on
      a poll, to vote in respect of the Warrants, if any, held or represented by
      him.




	9.8 	
      Regulations




	 	(a) 	
      Subject to the provisions of this Indenture, the Warrant
      Agent or the Corporation with the approval of the Warrant Agent, may from
      time to time make and from time to time vary such regulations as it shall
      think fit:




	 	(i) 	
      for the issue of voting certificates by any bank, trust
      company or other depositary approved by the Warrant Agent certifying that
      specified Warrants have been deposited with it by a named holder and will
      remain on deposit until after the meeting of Warrantholders, which voting
      certificates shall entitle the holders named therein to be present and
      vote at any such meeting and at any adjournment thereof or to appoint a
      proxy or proxies to represent them and vote for them at any such meeting
      and at any adjournment thereof in the same manner and with the same effect
      as though the holders so named in such voting certificates were the actual
      holders of the Warrant specified therein;

	 	 	 
	 	(ii) 	
      for Warrantholders to appoint a proxy or proxies to
      represent them and vote for them at any such meeting and at any
      adjournment thereof and the manner in which same shall be executed, and
      for the production of the authority of any Persons signing on behalf of
      the grantor of such proxy;

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

	 	 	 
	 	(iv) 	
      for the deposit of voting certificates and instruments
      appointing proxies at some approved place or places other than the place
      at which the meeting of Warrantholders is to be held and enabling
      particulars of such instruments appointing proxies to be mailed, delivered
      or sent by facsimile transmission before the meeting to the Corporation or to
      the Warrant Agent at the place where the same is to be held and for the
      voting of proxies so deposited as though the instruments themselves were
  produced at the meeting;



38 





	 	(v) 	
      for the form of the voting certificates and instrument of
      proxy; and

	 	 	 
	 	(vi) 	
      generally for the calling of meetings of Warrantholders
      and the conduct of business thereat.





	 	(b) 	
      Any regulations so made shall be binding and effective
      and the votes given in accordance therewith shall be valid and shall be
      counted. Save as such regulations may provide, or as may be expressly
      provided for herein, the only Persons who shall be recognized at any
      meeting as a Warrantholder, or be entitled to vote or be present at the
      meeting in respect thereof (subject to Section 9.9) shall be
      Warrantholders or Persons holding voting certificates or instruments of
      proxy of Warrantholders.



9.9       Corporation, Warrant Agent and Warrantholders May Be Represented


The Corporation and the Warrant Agent, by their respective
directors, officers and employees, and counsel for any of the Corporation, the
Warrant Agent and any Warrantholder may attend any meeting of the
Warrantholders, but shall have no vote as such, except in their capacity as
Warrantholders, proxy or holder of voting certificate(s). 

9.10     Powers
Exercisable by Extraordinary Resolution 

In addition to all other powers conferred upon them by any
other provisions of this Indenture or by law, the Warrantholders at a meeting
shall, subject to Section 9.11 have the power, exercisable from time to time by
Extraordinary Resolution, subject to any required regulatory approval: 

	 	(a) 	
      to agree, on behalf of and binding on all Warrantholders,
      to any modification, abrogation, alteration, compromise or arrangement of
      the rights of Warrantholders or (with the consent of the Warrant Agent,
      such consent not to be unreasonably withheld) the Warrant Agent in its
      capacity as Warrant Agent hereunder or on behalf of the Warrantholders
      against the Corporation, whether such rights arise under this Indenture,
      the Warrant Certificate or otherwise;

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

	 	 	 
	 	(c) 	
      to direct or to authorize the Warrant Agent, subject to
      its prior indemnification pursuant to subsection 11.1(b), to enforce
      against the Corporation any of the covenants of the Corporation contained
      in this Indenture or the Warrant Certificates or to enforce any of the
      rights of the Warrantholders in any manner specified in such Extraordinary
      Resolution or to refrain from enforcing any such covenant or
  right;



39 





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

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

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

	 	 	 
		(g) 	
      to assent to a compromise or arrangement with a creditor
      or creditors or a class or classes of creditors, whether secured or
      otherwise, and with holders of any shares or other securities of the
      Corporation;

	 	 	 
		(h) 	
      except as otherwise permitted hereunder (including as
      permitted under Section 10.1), amend this Indenture or the Warrant
      Certificates; and

	 	 	 
		(i) 	
      to remove the Warrant Agent and to appoint a successor
      warrant agent in the manner specified in Section 11.7 hereof.

	 	 	 
	9.11 	
      Meaning of Extraordinary Resolution

	 	 	 
		(a) 	
      The expression “Extraordinary Resolution” when used in
      this Indenture means, subject as hereinafter provided in this Section 9.11
      and in Section 9.14, a resolution either; (1) proposed at a meeting of
      Warrantholders duly convened for that purpose and held in accordance with
      the provisions of this Article 9 at which quorum is present, passed by the
      affirmative votes of Warrantholders entitled to purchase not less than
      662/3% of the aggregate number of Warrants represented at the meeting and
      voted on the poll upon such resolution; or (2) adopted by an instrument in
      writing signed by the holders of Warrants representing not less than
      662/3% of the aggregate number of all the then outstanding
  Warrants.

	 	 	 
		(b) 	
      If, at any meeting called for the purpose of passing an
      Extraordinary Resolution, quorum is not established within 30 minutes
      after the time appointed for the meeting, then the meeting, if convened by
      Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in
      any other case it shall stand adjourned to such day, being not less than
      fifteen (15) or more than sixty (60) days later, and to such place and
      time as may be determined by the chairman. Not less than ten (10) days’
      prior notice shall be given of the time and place of such adjourned
      meeting in the manner provided for in Section 3.6. Such notice shall state
      that at the adjourned meeting the Warrantholders present in Person or by
      proxy shall form a quorum but it shall not be necessary to set forth the
      purposes for which the meeting was originally called or any other
      particulars. At the adjourned meeting the Warrantholders present in Person or
      by proxy shall form a quorum and may transact the business for which the
      meeting was originally convened and a resolution proposed at such
      adjourned meeting and passed by the requisite vote as provided in
      subsection 9.11(a) shall be an Extraordinary Resolution within the meaning
      of this Indenture notwithstanding that Warrantholders holding at least 25%
      of the then outstanding Warrants are not present in Person or by proxy at
  such adjourned meeting.



40





	 	(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.



9.12     Powers
Cumulative



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

9.13    
Minutes



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


9.14    
Instruments In Writing



All actions which may be taken and all powers that may be
exercised by the Warrantholders at a meeting held as provided in this Article 9
may also be taken and exercised by Warrantholders representing at least 662/3%
of the aggregate number of the then outstanding Warrants by an instrument in
writing signed in one or more counterparts by such Warrantholders in person or
by attorney duly appointed in writing, and the expression “Extraordinary
Resolution” when used in this Indenture shall include an instrument so signed.


9.15     Binding
Effect of Resolutions



Every resolution and every Extraordinary Resolution passed in
accordance with the provisions of this Article 9 at a meeting of Warrantholders
shall be binding upon all the Warrantholders, whether present at or absent from
such meeting, and every instrument in writing signed by Warrantholders in
accordance with Section 9.14 shall be binding upon all the Warrantholders,
whether signatories thereto or not, and each and every Warrantholder and the
Warrant Agent (subject to receiving prior indemnification pursuant to subsection
11.1(b)) shall be bound to give effect accordingly to every such resolution and
instrument in writing. In the case of an instrument in writing the Warrant Agent shall give notice in
the manner contemplated in Section 3.6 and Section 13.1 of the effect of the
instrument in writing to all Warrantholders and the Corporation as soon as is
reasonably practicable. 

41




9.16     Holdings
by Corporation Disregarded



In determining whether Warrantholders holding the requisite
number of Warrants are present at a meeting of Warrantholders for the purpose of
determining a quorum or have concurred in any consent, waiver, Extraordinary
Resolution, Warrantholders’ Request or other action under this Indenture,
Warrants owned legally or beneficially by the Corporation or any Subsidiary of
the Corporation, as determined in accordance with the provisions of Section
13.7, shall be disregarded. 

ARTICLE 10 
SUPPLEMENTAL INDENTURES


10.1     Provision
for Supplemental Indentures for Certain Purposes 

From time to time the Corporation (when authorized by action by
the directors) and the Warrant Agent may, without the consent of the
Warrantholders and subject to the provisions hereof, and they shall, when so
directed in accordance with the provisions hereof and regulatory approval,
execute and deliver by their proper officers, indentures, or instruments
supplemental hereto, which thereafter shall form part hereof, for any one or
more or all of the following purposes: 

	 	(a) 	
      providing for the issue of additional Warrants hereunder
      and any consequential amendments hereto as may be required by the Warrant
      Agent;

	 	 	 
	 	(b) 	
      setting forth any adjustments resulting from the
      application of the provisions of Article 5 or any modification affecting
      the rights of Warrantholders hereunder on exercise of the Warrants,
      provided that any such adjustments or modifications shall be subject to
      the prior written approval of the Exchange;

	 	 	 
	 	(c) 	
      adding to the provisions hereof such additional covenants
      and enforcement provisions as, in the opinion of counsel, are necessary or
      advisable, provided that the same are not in the opinion of the Warrant
      Agent, relying on the advice of counsel, prejudicial to the rights or
      interests of any of the Warrantholders;

	 	 	 
	 	(d) 	
      evidencing the succession, or successive successions, of
      other corporations to the Corporation and the covenants of and obligations
      assumed by any such successor in accordance with the provisions of this
      Indenture;

	 	 	 
	 	(e) 	
      giving effect to any Extraordinary Resolution passed as
      provided in Article 9;

	 	 	 
	 	(f) 	
      making such provisions not inconsistent with this
      Indenture as may be necessary or desirable with respect to matters or
      questions arising hereunder, provided that such provisions are not, in the
      opinion of the Warrant Agent, relying on the advice of counsel,
      prejudicial to the rights or interests of any of the
  Warrantholders;



42





	 	(g) 	
      adding to or altering the provisions hereof in respect of
      the transfer of Warrants, making provision for the exchange of Warrant
      Certificates, and making any modification in the form of the Warrant
      Certificates which does not affect the substance thereof;

	 	 	 
	 	(h) 	
      modifying any of the provisions of this Indenture,
      including by providing for the creation and the authority to issue
      additional Warrants, or relieving the Corporation from any of the
      obligations, conditions or restrictions herein contained, provided that
      such modification or relief shall be or become operative or effective only
      if, in the opinion of the Warrant Agent, relying on the advice of counsel,
      such modification or relief in no way prejudices any of the rights or
      interests of any of the Warrantholders or of the Warrant Agent, and
      provided further that the Warrant Agent may in its sole discretion decline
      to enter into any such supplemental indenture which in its opinion may not
      afford adequate protection to the Warrant Agent when the same shall become
      operative; and

	 	 	 
	 	(i) 	
      for any other purpose not inconsistent with the terms of
      this Indenture, including the correction or rectification of any
      ambiguities, defective or inconsistent provisions, errors, mistakes or
      omissions herein, provided that in the opinion of the Warrant Agent,
      relying on the advice of counsel, the rights or interests of the Warrant
      Agent and any of the Warrantholders are in no way prejudiced
    thereby.



10.2     Successor
Corporations



Until the Time of Expiry or the exercise of all of the
outstanding Warrants in accordance with their terms, the Corporation shall not,
directly or indirectly, sell, transfer or otherwise dispose of all or
substantially all of its property and assets as an entirety to any other
corporation and shall not amalgamate (except with a wholly-owned subsidiary) or
merge with or into any other corporation (any such other corporation being
herein referred to as a “Successor Corporation”) unless the Successor
Corporation executes, before or contemporaneously with the consummation of any
such transaction, an indenture supplemental hereto together with such other
instruments as are satisfactory to the Warrant Agent and in the opinion of its
counsel are necessary or advisable to evidence the assumption by the Successor
Corporation of the due and punctual observance and performance of all the
covenants and obligations of the Corporation under this Indenture. 

ARTICLE 11 
CONCERNING THE WARRANT
AGENT


	11.1 	
      Rights and Duties of Warrant Agent

	 	 	 
		(a) 	
      In the exercise of the rights and duties prescribed or
      conferred by the terms of this Indenture, the Warrant Agent shall act
      honestly and in good faith with a view to the best interests of the
      Warrantholders and shall exercise that degree of care, diligence and skill
      that a reasonably prudent trustee would exercise in comparable
      circumstances. No provision of this Indenture shall be construed to
      relieve the Warrant Agent from, or require any Person to indemnify the
      Warrant Agent against, liability for its own gross negligence, wilful
      misconduct or bad faith. The duties and obligations of the Warrant Agent shall be
      determined solely by the provisions hereof and, accordingly, the Warrant
      Agent shall only be responsible for the performance of such duties and
      obligations as it has undertaken herein. The Warrant Agent shall retain
      the right not to act and shall not be held liable for refusing to act in
      circumstances that require the delivery to or receipt by the Warrant Agent
      of documentation unless it has received clear and reasonable documentation
      which complies with the terms of this Indenture. Such documentation must
      not require the exercise of any discretion or independent judgement other
      than as contemplated by this Indenture. The Warrant Agent shall incur no
      liability with respect to the delivery or non-delivery of any certificate
      or certificates whether delivered by hand, mail or any other means,
      provided that it has complied with the terms of this Indenture in respect
      of the discharging of its obligations in respect of the delivery of such
  certificates.



43





	 	(b) 	
      The obligation of the Warrant Agent to commence or
      continue any act, action or proceeding for the purpose of enforcing any
      rights of the Warrant Agent or the Warrantholders hereunder shall be
      conditional upon the Warrantholders furnishing, when required by notice in
      writing by the Warrant Agent, sufficient funds to commence or to continue
      such act, action or proceeding and an indemnity reasonably satisfactory to
      the Warrant Agent to protect and to hold harmless the Warrant Agent
      against the costs, charges and expenses and liabilities to be incurred
      thereby and any loss and damage it may suffer by reason thereof.

	 	 	 
	 	(c) 	
      None of the provisions contained in this Indenture shall
      require the Warrant Agent to expend or to risk its own funds or otherwise
      to incur financial liability in the performance of any of its duties or in
      the exercise of any of its rights or powers.

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

	 	 	 
	 	(e) 	
      Every provision of this Indenture that by its terms
      relieves the Warrant Agent of liability or entitles the Warrant Agent to
      rely upon any evidence submitted to it is subject to the provisions of
      this Section 11.1 and of Section 11.2.





	11.2 	
      Evidence, Experts and Advisers

	 	 	 
		(a) 	
      In addition to the reports, certificates, opinions and
      evidence required by this Indenture, the Corporation shall furnish to the
      Warrant Agent such additional evidence of compliance with any provision
      hereof, and in such form as the Warrant Agent may reasonably require by
      written notice to the Corporation.

	 	 	 
		(b) 	
      The Warrant Agent shall be protected in acting in
      reasonable reliance upon any written notice, request, waiver, consent,
      certificate, receipt, statutory declaration or other paper or document
      furnished to it, not only as to its due execution and the validity and
      effectiveness of its provisions, but also as to the truth of
  and acceptability of any information therein contained which
      it in good faith believes to be genuine and what it purports to
  be.



44 





	 	(c) 	
      Proof of the execution of an instrument in writing,
      including a Warrantholders’ Request, by any Warrantholder may be made by
      the certificate of a notary public, or other officer with similar powers,
      that the Person signing such instrument acknowledged to him the execution
      thereof, or by an affidavit of a witness to such execution or in any other
      manner which the Warrant Agent may consider adequate.

	 	 	 
	 	(d) 	
      The Warrant Agent may employ or retain such counsel,
      accountants, appraisers or other experts or advisers as it may reasonably
      require for the purpose of determining and discharging its duties
      hereunder and shall not be responsible for any misconduct or gross
      negligence on the part of such experts or advisors who have been appointed
      and supervised with due care by the Warrant Agent. The fees of such
      counsel and other experts shall be part of the Warrant Agent’s fees
      hereunder. The Warrant Agent shall be fully protected in acting or not
      acting, in good faith, in accordance with any opinion or instruction of
      such counsel. Any remuneration so paid by the Warrant Agent shall be
      repaid to the Warrant Agent in accordance with Section
  7.2.





	11.3 	
      Monies Held by Warrant Agent

	 	 
		
      The Warrant Agent may retain any cash balance held in
      connection with this Indenture and may, but need not, hold the same in the
      deposit department of a Canadian chartered bank or one of its Affiliates;
      but the Warrant Agent and its Affiliates shall not be liable to account
      for any profit to the Corporation or any other person or entity other than
      at a rate, if any, established from time to time by the Warrant Agent or
      its Affiliates.

	 	 
	11.4 	
      Action by Warrant Agent to Protect
  Interest



The Warrant Agent shall have power to institute and to maintain
such actions and proceedings as it may consider necessary or expedient to
preserve, protect or enforce its interests and the interests of the
Warrantholders. 

11.5     Warrant
Agent Not Required to Give Security 

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

11.6     Protection
of Warrant Agent 

By way of supplement to the provisions of any law for the time
being relating to trustees or warrant agents it is expressly declared and agreed
as follows: 

	 	(a) 	
      the Warrant Agent shall not be liable for or by reason of
      any statement of fact or recitals in this Indenture or in the Warrant
      Certificates (except the representations contained in Section 11.8 or in
      the certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same,
      but all such statements or recitals are and shall be deemed to be made by
  the Corporation;



45 





	 	(b) 	
      nothing herein contained shall impose any obligation on
      the Warrant Agent to see to or to require evidence of the registration or
      filing (or renewal thereof) of this Indenture or any instrument ancillary
      or supplemental hereto;

	 	 	 
	 	(c) 	
      the Warrant Agent shall not be bound to give notice to
      any Person or Persons of the execution hereof;

	 	 	 
	 	(d) 	
      the Warrant Agent shall not be accountable with respect
      to the validity or value (or the kind or amount) of any Common Shares or
      of any shares or other securities or property which may at any time be
      issued or delivered upon the exercise of the rights attaching to any
      Warrant;

	 	 	 
	 	(e) 	
      the Warrant Agent shall not be responsible for any
      failure of the Corporation to issue, transfer or deliver Common Shares or
      certificates representing Common Shares upon the surrender of any Warrants
      for the purpose of the exercise of such rights or to comply with any of
      the covenants of the Corporation contained in Article 7; and

	 	 	 
	 	(f) 	
      the Warrant Agent shall not incur any liability or
      responsibility whatever or be in any way responsible for the consequence
      of any breach on the part of the Corporation of any of the covenants
      herein contained or of any acts of any directors, officers, employees,
      agents or servants of the Corporation.





	11.7 	
      Replacement of Warrant Agent; Successor by
      Merger

	 	 	 
		(a) 	
      The Warrant Agent may resign its trust and be discharged
      from all further duties and liabilities hereunder, subject to this
      subsection 11.7(a), by giving to the Corporation not less than thirty (30)
      days prior notice in writing or such shorter prior notice as the
      Corporation may accept as sufficient. The Warrantholders by Extraordinary
      Resolution shall have power at any time to remove the existing warrant
      agent and to appoint a new warrant agent. In the event of the Warrant
      Agent resigning or being removed as aforesaid or being dissolved, becoming
      bankrupt, going into liquidation or otherwise becoming incapable of acting
      hereunder, the Corporation shall forthwith appoint a new warrant agent
      unless a new warrant agent has already been appointed by the
      Warrantholders; failing such appointment by the Corporation, the retiring
      warrant agent or any Warrantholder may apply to a judge of the Ontario
      Court of Justice (the “Court”), at the Corporation’s expense, on
      such notice as such justice may direct, for the appointment of a new
      warrant agent; but any new warrant agent so appointed by the Corporation
      or by the Court shall be subject to removal as aforesaid by the
      Warrantholders. Any new warrant agent appointed under any provision of
      this Section 11.7 shall be a company authorized to carry on the business
      of a trust company in the Province of Ontario in the case of the Canadian
      Warrant Agent and in the State of New York in the case of the U.S. Warrant
      Agent. On any such appointment the new warrant agent shall be vested with
      the same powers, rights, duties and responsibilities as if it had been
      originally named herein as warrant agent without any further assurance,
      conveyance, act or deed; but there shall be immediately executed, at the
      expense of the Corporation, all such conveyances or other instruments as
      may, in the opinion of counsel, be necessary or advisable for the purpose
      of assuring the same to the new warrant agent, provided that, any
      resignation or removal of the warrant agent and appointment of a successor
      warrant agent shall not become effective until the successor warrant agent
      shall have executed an appropriate instrument accepting such appointment
      and, at the request of the Corporation, the predecessor warrant agent
      shall execute and deliver to the successor warrant agent an appropriate
      instrument transferring to such successor warrant agent all rights and
  powers of the Warrant Agent hereunder.



46 





	 	(b) 	
      Upon the appointment of a successor warrant agent, the
      Corporation shall promptly notify the Warrantholders thereof in the manner
      provided for in Section 3.6.

	 	 	 
	 	(c) 	
      Any corporation into or with which the Warrant Agent may
      be merged or consolidated or amalgamated, or any corporation resulting
      thereof, or any corporation succeeding to or acquiring the warrant agency
      business of the Warrant Agent shall be the successor to the Warrant Agent
      hereunder without any further act on its part or any of the Parties
      hereto, provided that such corporation would be eligible for appointment
      as a successor Warrant Agent under subsection
11.7(a).





	11.8 	
      Conflict of Interest

	 	 	 
		(a) 	
      The Warrant Agent represents to the Corporation that at
      the time of execution and delivery hereof no material conflict of interest
      exists in its role as a Warrant Agent hereunder and its role in any other
      capacity and agrees that in the event of a material conflict of interest
      arising hereafter it will, within ninety (90) days after ascertaining that
      it has such material conflict of interest, either eliminate the same or
      resign its trusts hereunder to a successor warrant agent approved by the
      Corporation and meeting the requirements set forth in subsection 11.7(a).
      Notwithstanding the foregoing provisions of this subsection 11.8(a), if
      any such material conflict of interest exists or hereinafter shall exist,
      the validity and enforceability of this Indenture and the Warrant
      Certificates shall not be affected in any manner whatsoever by reason
      thereof.

	 	 	 
		(b) 	
      Subject to subsection 11.8(a), the Warrant Agent, in its
      personal or any other capacity, may buy, lend upon and deal in securities
      of the Corporation and generally may contract and enter into financial
      transactions with the Corporation or any Subsidiary without being liable
      to account for any profit made thereby, subject to compliance with
      applicable securities legislation.



47 




11.9     Warrant
Agent Not to be Appointed Receiver 

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

11.10  Payments by Warrant
Agent


The forwarding of a cheque by the Warrant Agent will satisfy
and discharge the liability for any amounts due to the extent of the sum or sums
represented thereby (plus the amount of any tax deducted or withheld as required
by law) unless such cheque is not honoured on presentation, provided that in the
event of the non-receipt of such cheque by the payee, or the loss or destruction
thereof, the Warrant Agent, upon being furnished with reasonable evidence of
such non-receipt, loss or destruction and indemnity reasonably satisfactory to
it, will issue to such payee a replacement cheque for the amount of such cheque.


11.11  Unclaimed Interest or Distribution
- Retention of Benefits by Warrant Agent 

In the event that the Warrant Agent shall hold any amount of
interest or other distributable amount which is unclaimed or which cannot be
paid for any reason, the Warrant Agent shall be under no obligation to invest or
reinvest the same but shall only be obligated to hold the same on behalf of the
Person or Persons entitled thereto in a current or other non-interest bearing
account pending payment to the Person or Persons entitled thereto. The Warrant
Agent shall, as and when required by law, and may at any time prior to such
required time, pay all or part of such interest or other distributable amount so
held to a public trustee (or other appropriate governmental official or agency)
whose receipt shall be good discharge and release of the Warrant Agent. 

11.12  Deposit of Securities


The Warrant Agent shall not be responsible or liable in any
manner whatsoever for the sufficiency, correctness, genuineness or validity of
any security deposited with it. 

11.13  Act, Error, Omission
Etc.


The Warrant Agent shall not be liable for any error in
judgement or for any act done or step taken or omitted by it in good faith, for
any mistake, in fact or law, or for anything which it may do or refrain from
doing in connection herewith except arising out of its own gross negligence or
wilful misconduct. 

11.14  Indemnification


The Corporation hereby agrees to indemnify and hold harmless
the Warrant Agent and its respective officers, directors, employees, agents,
representatives, successors and assigns from and against any and all reasonable
costs, expenses and disbursements, damages, liabilities, claims and actions
(including reasonable legal fees and disbursements) which it might incur or to
which it might have become subject and any action, suit, or other similar legal
proceeding which might be instituted against the Warrant Agent arising from or
out of any act, omission or error of the Warrant Agent provided that such act, omission or error was
made in good faith and the conduct of the Warrant Agent’s duties hereunder was
in accordance with the standards set forth in Section 11.1 and did not
constitute gross negligence, wilful misconduct or fraud on the part of the
Warrant Agent. This provision shall survive the resignation or removal of the
Warrant Agent or the termination of this Indenture. 

48




11.15  Notice


The Warrant Agent shall not be required to take notice or be
deemed to have constructive or actual knowledge of any matter hereunder,
including failure by the Corporation to perform any of its covenants in this
Indenture or any other breach of the Corporation hereunder, unless the Warrant
Agent shall have received from the Corporation or a Warrantholder, a written
notice stating the matter in respect of which the Warrant Agent should have
actual knowledge and identifying in such notice that it is given in respect of
this Indenture. 

11.16  Reliance by the Warrant
Agent


The Warrant Agent may act on the opinion or advice obtained
from counsel to the Warrant Agent and shall, provided it acts in good faith in
reliance thereon, not be responsible for any loss occasioned by doing so nor
shall it incur any liability or responsibility for determining in good faith not
to act upon such opinion or advice. The Warrant Agent may rely, and shall be
protected in relying, upon any statement, request, direction or other paper or
document believed by it to be genuine and to have been signed, sent or presented
by or on behalf of the proper party or parties. The Warrant Agent may assume for
the purposes of this Indenture that any address on the register of the
Warrantholders is the holder’s actual address and is also determinative as to
residency and that the address of any transferee to whom any Common Shares are
to be registered, as shown on the transfer document is the transferee’s actual
address and is also determinative as to residency of the transferee. 

11.17 Anti-Money Laundering and Anti-Terrorist
Legislation 

The Warrant Agent shall retain the right not to act and shall
not be liable for refusing to act if, due to a lack of information or for any
other reason whatsoever, the Warrant Agent, in its sole judgment, 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 Warrant Agent, in its sole judgment, determine
at any time that its acting under this Warrant 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 (10) days’ written notice to the Corporation, provided
that: (i) the Warrant Agent’s written notice shall describe the circumstances of
such non-compliance; and (ii) if such circumstances are rectified to the Warrant
Agent’s satisfaction within such ten (10) day period, then such resignation
shall not be effective. 

11.18  Privacy Laws


The Parties acknowledge that federal and/or provincial
legislation that addresses the protection of individuals’ personal information
(collectively, “Privacy Laws”) applies to obligations and activities
under this Indenture. Despite 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 Warrant
Agent, 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 Warrant Agent
shall use commercially reasonable efforts to ensure that its services hereunder
comply with Privacy Laws. Specifically, the Warrant Agent 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 not to use it for any
other purpose except with the consent of or direction from the Corporation or
the individual involved; (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.

49




11.19  Third Party Interests


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

11.20  Authority to Carry on
Business


The Warrant Agent represents to the Corporation that it is
authorized to carry on the business of a trust company in the Province of
Ontario in the case of the Canadian Warrant Agent and in the State of New York
in the case of the U.S. Warrant Agent. 

ARTICLE 12 
ACCEPTANCE OF TRUSTS BY WARRANT
AGENT


12.1     Acceptance



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

ARTICLE 13
GENERAL 


	13.1 	
      Notice to the Corporation and the Warrant
    Agent

	 	 	 
		(a) 	
      Unless herein otherwise expressly provided, any notice to
      be given hereunder to the Corporation and to the Warrant Agent shall be in
      writing and may be given by mail, or by facsimile (with original copy to
      follow by mail) or by personal delivery and shall be addressed as
      follows:



50





	 		
      if to the Canadian Warrant Agent:

	 	 	 
	 		
      CST Trust Company 
Client Services 
320 Bay Street
      
3rd Floor 
Toronto, Ontario M5H 4A6 
Facsimile: 1
      (877) 715-0494

	 	 	 
	 		
      if to the U.S. Warrant Agent:

	 	 	 
	 		
      American Stock Transfer & Trust Company, LLC 
6201
      15th Avenue 
Brooklyn, New York 11219

	 	 	 
	 		
      if to the Corporation:

	 	 	 
	 		
      Energy Fuels Inc.

	 		
      80 Richmond St. West, 18th Floor 
Toronto,
      Ontario M5H 2A4 
Attention: Chief Financial Officer
      
Facsimile:  (416) 214-2810

	 	 	 
	 		
      and shall be deemed to have been received, if delivered
      or sent by courier, on the date of delivery or, if mailed, on the fifth
      (5th) Business Day following the date of the postmark on such
      notice. Any delivery made or sent by facsimile on a day other than a
      Business Day, or after 5:00 p.m. (Toronto time) on a Business Day, shall
      be deemed to be received on the next following Business Day.

	 	 	 
	 	(b) 	
      The Corporation or the Warrant Agent, as the case may be,
      may from time to time give notice in the manner provided in subsection
      13.1(a) of a change of address which, from the effective date of such
      notice and until changed by like notice, shall be the address of the
      Corporation or the Warrant Agent, as the case may be, for all purposes of
      this Indenture. A copy of any notice of change of address of the
      Corporation given pursuant to this subsection 13.1(b) shall be sent to the
      principal transfer office of the Warrant Agent in the City of Toronto,
      Ontario or New York City, New York and shall be available for inspection
      by Warrantholders during normal business hours.

	 	 	 
	 	(c) 	
      If, by reason of a strike, lockout or other work
      stoppage, actual or threatened, involving postal employees, any notice to
      be given to the Warrant Agent or to the Corporation hereunder could
      reasonably be considered unlikely to reach its destination, such notice
      shall be valid and effective only if it is delivered to an officer of the
      Party to which it is addressed or if it is delivered to such Party at the
      appropriate address provided in subsection 13.1(a) by telecopy or other
      means of prepaid, transmitted, recorded communication and any such notice
      delivered in accordance with the foregoing shall be deemed to have been
      received on the date of delivery to such officer or if
delivered by telecopy or other means of prepaid, transmitted, recorded
communication, on the first (1st) Business Day following the date of
the sending of such notice by the Person giving such notice.



51




13.2     Time of
the Essence 

Time is of the essence in this Indenture. 

13.3    
Counterparts and Formal Date

This Indenture may be executed in several counterparts, each of
which when so executed shall be deemed to be an original and such counterparts
together shall constitute one and the same instrument and notwithstanding their
date of execution shall be deemed to be dated as of the date hereof. 

13.4    
Satisfaction and Discharge of Indenture 

Upon the earlier of: (a) the date by which all the Warrant
Certificates thereto certified hereunder have been delivered to the Warrant
Agent for exercise or destruction; or (b) the expiration of the Exercise Period,
this Indenture, except to the extent that Common Shares and certificates
therefore have not been issued and delivered hereunder or the Warrant Agent or
the Corporation has not performed any of their obligations hereunder, shall
cease to be of further effect and the Warrant Agent, on demand of and at the
cost and expense of the Corporation and upon delivery to the Warrant Agent of a
certificate of the Corporation stating that all conditions precedent to the
satisfaction and discharge of this Indenture have been complied with and upon
payment to the Warrant Agent of the fees and other remuneration payable to the
Warrant Agent, shall execute proper instruments acknowledging satisfaction of
and discharging of this Indenture. 

13.5     Provisions
of Indenture and Warrant Certificates for the Sole Benefit of Parties and
Warrantholders 

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

13.6     Force
Majeure



Neither of the Parties hereto shall be liable to the other, or
held in breach of this Indenture, if prevented, hindered, or delayed in the
performance or observance of any provision contained herein by reason of act of
God, riots, terrorism, acts of war, epidemics, governmental action or judicial
order, earthquakes, or any other similar causes (including, but not limited to,
mechanical, electronic or communication interruptions, disruptions or failures).
Performance times under this Indenture shall be extended for a period of time
equivalent to the time lost because of any delay that is excusable under this
Section 13.6. 

52




13.7     Common
Shares or Warrants Owned by the Corporation or its Subsidiaries -Certificates to
be Provided 

For the purpose of disregarding any
Warrants owned legally or beneficially by the Corporation or any Subsidiary or
any other Affiliate of the Corporation, the Corporation shall provide to the
Warrant Agent, from time to time, a certificate of the Corporation setting forth
as at the date of such certificate: 

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

	 	 	 
	 	(b) 	
      the number of Warrants owned legally and beneficially by
      the Corporation or any Subsidiary of the
Corporation,



and the Warrant Agent in making any
determinations in such regard shall be entitled to rely on such certificate.


13.8     Joint
Warrant Agents


The rights, powers, duties and
obligations conferred and imposed upon the Warrant Agent are conferred and
imposed upon and shall be exercised and performed by the Canadian Warrant Agent
and the U.S. Warrant Agent individually, except to the extent the Canadian
Warrant Agent and the U.S. Warrant Agent are required under the Trust Indenture
Act and Trust Indenture Legislation to perform such acts jointly, and neither
the Canadian Warrant Agent nor the U.S. Warrant Agent shall be liable or
responsible for the acts or omissions of the other warrant agent. Unless the
context implies or requires otherwise, any written notice, request, direction,
certificate, instruction, opinion or other document (each such document, a
“Writing”) delivered pursuant to any provision of this Indenture to any of the
Canadian Warrant Agent or the U.S. Warrant Agent shall be deemed for all
purposes of this Indenture as delivery of such Writing to the Warrant Agent.
Each such warrant agent in receipt of such Writing shall notify such other
warrant agent and the Corporation of its receipt of such Writing within two
Business Days of such receipt provided, however, that any failure of such
warrant agent in receipt of such Writing to so notify such other warrant agent
sand the Corporation hall not be deemed as a deficiency in the delivery of such
Writing to the Warrant Agent. 

[Intentionally Left Blank]


 

53




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

ENERGY FUELS INC. 

 

	 	Per: 	/s/ Stephen P. Antony 


 

CST TRUST COMPANY 

	 	Per: 	/s/ Susanne Tasche
	 	 	Authorized Signatory 
	 	 	 
	 	 	 
	 	Per: 	/s/ Christopher De Lima
	 	 	Authorized Signatory 


 

AMERICAN STOCK TRANSFER & TRUST
COMPANY, LLC 

	 	Per: 	/s/ Michael Legregin
	 	 	Authorized Signatory 
	 	 	 
	 	 	 
	 	Per: 	/s/ Paula Caroppoli
	 	 	Authorized Signatory 


S-1 




SCHEDULE “A” 
FORM OF WARRANT CERTIFICATE 

ENERGY FUELS INC. 

CUSIP: 292671179 
ISIN: CA2926711797 


	NO. ____________________________	____________________________ WARRANTS
  


COMMON SHARE PURCHASE WARRANTS 

THIS IS TO CERTIFY THAT for value received , the registered
holder hereof is entitled for each whole Warrant represented hereby to purchase
one fully paid and non-assessable common share (“Common Share”) in the
capital of Energy Fuels Inc. (the “Corporation”) at a price per share of
$2.45, subject to adjustment as hereinafter referred to.

 Such right to purchase
  may be exercised by the registered holder hereof at any time on the date of
  issue hereof up to and including 5:00 p.m. (Toronto time) on September 20, 2021
  (the “Time of Expiry”) by surrender of this Warrant Certificate to CST
  Trust Company (the “Canadian Warrant Agent”) at the transfer
  office of the Canadian Warrant Agent in Toronto, Ontario, or to American Stock
  Transfer & Trust Company, LLC (the “U.S. Warrant Agent”) at the
  transfer office of the U.S. Warrant Agent in New York City, New York together
  with the subscription form attached hereto duly executed and completed for the
  number of Common Shares which the holder hereof is exercising its right to
  purchase and the purchase price of such Common Shares as herein provided. 

This Warrant Certificate and such payment shall be deemed not
to have been surrendered and made except upon personal delivery thereof or, if
sent by post or other means of transmission, upon actual receipt thereof by the
Warrant Agent at the office specified above. 

The purchase price of Common Shares subscribed for hereunder
shall be paid by certified cheque, money order or bank draft in lawful money of
the United States payable to the order of CST Trust Company or American Stock
Transfer & Trust Company, LLC, as applicable, in the city where this Warrant
Certificate is delivered. 

Certificates for the Common Shares subscribed for will be
mailed to the persons specified in the subscription form at their respective
addresses specified therein or, if so specified in such subscription form,
delivered to such persons at the office where the applicable Warrant Certificate
was surrendered, when the transfer registers of the Corporation have been open
for five (5) Business Days after the due surrender of such Warrant Certificate
and payment as aforesaid. In the event of a purchase of a number of Common
Shares fewer than the number which can be purchased pursuant to this Warrant
Certificate, the holder shall be entitled to receive without charge a new
Warrant Certificate in respect of the balance of such Warrants.

1 




 This Warrant
  Certificate and other Warrant Certificates are issued under and pursuant to a
  certain warrant indenture (herein referred to as the “Indenture”) dated
  September 20, 2016 among the Corporation and the Canadian Warrant Agent and the U.S. Warrant
Agent, to which Indenture and any instruments supplemental thereto reference is
hereby made for a description of the terms and conditions upon which such
Warrant Certificates are issued and are to be held all to the same effect as if
the provisions of the Indenture and all instruments supplemental thereto were
herein set forth, to all of which provisions the holder of this Warrant
Certificate by acceptance hereof assents. In the event of any inconsistency
between the terms set forth in this Warrant Certificate and the terms of the
Warrant Indenture, the terms of the Warrant Indenture shall govern. The
Corporation will furnish to the holder of this Warrant Certificate, upon request
and without charge, a copy of the Indenture. 

Subject to the Corporation’s right to purchase the Warrants
under the Indenture and to any restriction under applicable law or policy of any
applicable regulatory body, the Warrants and Warrant Certificates and the rights
thereunder shall only be transferable by the registered holder hereof in
compliance with the conditions prescribed in the Indenture and the due
completion, execution and delivery of a Transfer Form (as attached hereto) in
accordance with the terms of the Indenture. 

The holding of this Warrant Certificate shall not constitute
the holder hereof a holder of Common Shares nor entitle the holder to any right
or interest in respect thereof. 

The Warrants evidenced hereby shall not be exercised by any
person during any time that no registration statement under the 1933 Act
registering the offer and sale of the Common Shares issuable upon the exercise
of the Warrants evidenced hereby is effective, provided that, during such
time and prior to the Time of Expiry, any person holding such Warrants shall
have the right to provide notice to the Corporation of their intent to exercise,
at which time the Corporation shall permit such holder to exercise on a cashless
basis such Warrant. 

The Indenture provides for adjustment in the number of Common
Shares to be delivered upon the exercise of the right of purchase hereby granted
and to the Exercise Price in certain events therein set forth. 

The Indenture contains provisions making binding upon all
holders of Warrants outstanding thereunder resolutions passed at meetings of
such holders held in accordance with such provisions and instruments in writing
signed by Warrantholders holding a specified percentage of Warrants outstanding.


The holder of this Warrant Certificate may at any time up to
and including the Time of Expiry upon the surrender hereof to the Warrant Agent
at its transfer office in Toronto, Ontario and payment of any charges provided
for in the Indenture, exchange this Warrant Certificate for other Warrant
Certificates entitling the holder to subscribe in the aggregate for the same
number of Common Shares as is expressed in this Warrant Certificate. 

This Warrant Certificate shall not be valid for any purpose
whatever unless and until it has been countersigned by the Warrant Agent for the
time being under the Indenture. 

Nothing contained herein or in the Indenture shall confer any
right upon the holder hereof or any other person to subscribe for or purchase
any Common Shares of the Corporation at any time subsequent to the Time of Expiry. After the Time of Expiry this
Warrant Certificate and all rights thereunder shall be void and of no value.

2




Time is of the essence hereof. 

IN WITNESS WHEREOF this Warrant Certificate has been
executed on behalf of Energy Fuels Inc. as of the day of , 20_____. 

ENERGY FUELS INC. 

 

	 	By:
      _________________________________________________


Countersigned and registered: 

CST TRUST COMPANY, registrar and

Transfer Agent or AMERICAN STOCK 
TRANSFER & TRUST
COMPANY, LLC, 
Co-Transfer Agent and Registrar 


	Dated: ___________________________________	By:
      _________________________________________________


3 




SCHEDULE “B” 
SUBSCRIPTION FORM 


	TO: 	CST Trust Company 
	  	320 Bay Street, 3rd Floor 
	  	Toronto, Ontario M5H 4A6 
	  	Attention: Corporate Restructures 
	  	  
	OR: 	American Stock Transfer & Trust Company,
      LLC 
	  	6501 15th Avenue 
	  	Brooklyn, New York 11219 
	  	Attention: [•] 


The undersigned registered holder of the within Warrant
Certificate, subject to that certain warrant indenture (the “Indenture”)
dated as of September 20, 2016 among Energy Fuels Inc. (the “Company”),
CST Trust Company, as Canadian Warrant Agent and American Stock Transfer &
Trust Company, LLC, as U.S. Warrant Agent, subscribes for _______________ common
shares (“Common Shares”) (or such number of Common Shares or other
securities or property to which such subscription entitles the undersigned in
lieu thereof or in addition thereto under the Indenture) of the Company at the
price per share of $2.45 (or such adjusted price which may be in effect under
the provisions of the Indenture) and in payment of the exercise price encloses a
certified cheque, money order or bank draft, in any case in lawful money of the
United States payable to CST Trust Company or American Stock Transfer &
Trust Company, LLC, as applicable; however, if the Common Shares are not
registered under the 1933 Act at the time of exercise, the undersigned shall
subscribe for such number of Common Shares based on the cashless exercise
provision of Section 4.2 of the Indenture, and such number of Common Shares
shall be confirmed by the Warrant Agent and the Corporation, prior to completion
of the exercise.

The undersigned hereby delivers herewith the above-mentioned
Warrant Certificate entitling the undersigned to subscribe for the
above-mentioned number of Common Shares. 

The undersigned hereby directs that the said Common Shares be
registered as follows: 


	
Name(s) in full 	Address(es) 
(including Postal
      Code) 	Number(s) of Common 
Shares
    
	 	 	 
	 	 	 
	 	 	 



DATED this ___________________day of
__________________________, 20 ____. 

1 




Signature of Subscriber guaranteed by: 

	 	 	 
	 	 	 
	 	 	 
	 	 	(Signature of Subscriber) 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Print Name of Subscriber*) 
	 	 	  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address of Subscriber in full)



(*The name of the Subscriber must correspond with the name upon
the face of the certificate in every particular and the Corporation reserves the
right to require reasonable assurance that such signature is genuine and
effective.) Instructions 

	1. 	
      The registered holder may exercise its right to receive
      Common Shares by completing this form and surrendering this form and the
      Warrant Certificate representing the Warrants being exercised along with a
      certified cheque, money order or bank draft in lawful money of the United
      States payable to the order of CST Trust Company or American Stock
      Transfer & Trust Company, LLC, as applicable, in an amount equal to
      the Exercise Price applicable at the time of such surrender (unless such
      exercise is a “cashless exercise” in accordance with Section 4.2) in
      respect of each Common Share which the Warrantholder desires to acquire
      (being not more than those which the Warrantholder is entitled to acquire
      pursuant to the Warrants represented by the Warrant Certificate so
      surrendered) to CST Trust Company, at its office at Toronto, Ontario or
      American Stock Transfer & Trust Company, LLC, at its in New York City,
      New York.

	 	 
	2. 	
      The certificates will be mailed by registered mail to the
      address appearing in this Subscription Form.

	 	 
	3. 	
      If Common Shares are issued to a person other than the
      registered Warrantholder, the signature of the holder must be guaranteed
      by a Canadian Schedule 1 Chartered Bank or by a medallion signature
      guarantee from a member of a recognized signature medallion guarantee
      program and the Transfer Form must be completed.

	 	 
	4. 	
      If the subscription form is signed by a trustee,
      executor, administrator, curator, guardian, attorney, officer of a
      corporation or any person acting in a fiduciary or representative
      capacity, the certificate must be accompanied by evidence of authority to
      sign satisfactory to the Warrant Agent and the
  Corporation.



2 




SCHEDULE “C” 
TRANSFER FORM 


NOTE: TRANSFERS MAY ONLY BE MADE IN ACCORDANCE WITH
APPLICABLE LAW. 

FOR value received I/we hereby sell, assign, and
transfer unto: 

	 
	(Name of Transferee) 
	 
	 
	(Address of Transferee) 
	 
	 
	(Social Insurance Number) 
	 
	______________________________________________________________________Warrants
      of 
	(Quantity & Class) 
	
	 
	Energy Fuels Inc. (the “Corporation”) 
	 
	represented by:
      _____________________________________________________________________________________________
	(List Certificate Number(s)) 
	 
	and the undersigned hereby irrevocably constitutes and
      appoints: 
	 
	(Leave Blank) 


the attorney to transfer the said Warrants on the books of the
Corporation with full power of substitution in the premises. 

DATED this _______________day of
___________________________, 20 _____. 

	Signature Guaranteed By: 	 
	 	(Signature of Warrantholder) 
	 	 
	 	 
	 	(Name of Warrantholder, Please Print) 
	 	 
	 	 
	 	(Capacity of Authorized Representative)  


1 




Instructions:


	1. 	
      The signature on this assignment must correspond with the
      name as written upon the face of the certificate, in every particular,
      without alteration or enlargement, or change whatsoever.

	 	 
	2. 	
      The signature must be guaranteed by a Canadian Schedule 1
      Chartered Bank or by a member firm of an acceptable Medallion Signature
      Guarantee Program (STAMP, SMP, MSP). The stamp must bear the words
      “Signature Medallion Guaranteed”.

	 	 
	3. 	
      In the USA, signature guarantees must be done by members
      of a Medallion Signature Guarantee Program only. Signature guarantees are
      not accepted from Treasury Branches, Credit Unions or Caisses Populaires
      unless they are members of the Stamp Medallion
Program.



2