Exhibit 4.1


 


GOLDEN QUEEN MINING CO. LTD.


 


as the Corporation


 


and


 


COMPUTERSHARE TRUST
COMPANY OF CANADA


 


as the Warrant Agent


 


 


WARRANT INDENTURE


Providing for the
Issue of Warrants


 


Dated as of July 25,
2016


 





 






     


     


    




 


TABLE OF CONTENTS


 


	 	 	Page No.
	 	 	 
	Article 1
	INTERPRETATION
	 	 	 
	Section 1.1	Definitions	2
	Section 1.2	Gender and Number	7
	Section 1.3	Headings, Etc.	7
	Section 1.4	Day not a Business Day	7
	Section 1.5	Time of the Essence	7
	Section 1.6	Monetary References	7
	Section 1.7	Applicable Law	7
	Section 1.8	Termination	8
	 	 	 
	Article 2
	ISSUE OF WARRANTS
	 
	Section 2.1	Creation and Issue of Warrants	8
	Section 2.2	Terms of Warrants	8
	Section 2.3	Warrantholder not a Shareholder	9
	Section 2.4	Warrants to Rank Pari Passu	9
	Section 2.5	Form of Warrants, Certificated Warrants	9
	Section 2.6	Book Entry Only Warrants	9
	Section 2.7	Warrant Certificate	11
	Section 2.8	Register of Warrants	13
	Section 2.9	Issue in Substitution for Warrant Certificates Lost, etc.	15
	Section 2.10	Exchange of Warrant Certificates	15
	Section 2.11	Transfer and Ownership of Warrants	16
	Section 2.12	Cancellation of Surrendered Warrants	17
	 	 	 
	Article 3
	EXERCISE OF WARRANTS
	 
	Section 3.1	Right of Exercise	17
	Section 3.2	Warrant Exercise	17
	Section 3.3	Cashless Exercise	19
	Section 3.4	Transfer Fees and Taxes	20
	Section 3.5	Warrant Agency	20
	Section 3.6	Effect of Exercise of Warrants	21
	Section 3.7	Partial Exercise of Warrants; Fractions	21
	Section 3.8	Expiration of Warrants	22
	Section 3.9	Accounting and Recording	22
	Section 3.10	Securities Restrictions	22
	Section 3.11	U.S. Securities Law Matters	23


 




     


     


    

 


TABLE OF CONTENTS

(continue


 


	 	 	Page
    No.
	Article 4
	ADJUSTMENT OF NUMBER OF COMMON SHARES
	AND EXERCISE PRICE
	 	 	
	Section 4.1	Adjustment of Number of Common Shares and Exercise Price	24
	Section 4.2	Entitlement to Common Shares on Exercise of Warrant	29
	Section 4.3	No Adjustment for Certain Transactions	29
	Section 4.4	Determination by Independent Firm	29
	Section 4.5	Proceedings Prior to any Action Requiring Adjustment	30
	Section 4.6	Certificate of Adjustment	30
	Section 4.7	Notice of Special Matters	30
	Section 4.8	No Action after Notice	31
	Section 4.9	Other Action	31
	Section 4.10	Protection of Warrant Agent	31
	Section 4.11	Participation by Warrantholder	32
	Section 4.12	Regulatory Approval of Adjustments	32
	 	 	 
	Article 5
	RIGHTS OF THE CORPORATION AND COVENANTS
	 
	Section 5.1	Optional Purchases by the Corporation	32
	Section 5.2	General Covenants	32
	Section 5.3	Warrant Agent’s Remuneration and Expenses	34
	Section 5.4	Performance of Covenants by Warrant Agent	34
	Section 5.5	Enforceability of Warrants	34
	 	 	 
	Article 6
	ENFORCEMENT
	 	 	 
	Section 6.1	Suits by Registered Warrantholders	35
	Section 6.2	Suits by the Corporation	35
	Section 6.3	Immunity of Shareholders, etc.	35
	Section 6.4	Waiver of Default	35
	 	 	 
	Article 7
	MEETINGS OF REGISTERED WARRANTHOLDERS
	 	 	 
	Section 7.1	Right to Convene Meetings	36
	Section 7.2	Notice	36
	Section 7.3	Chairman	37
	Section 7.4	Quorum	37
	Section 7.5	Power to Adjourn	37
	Section 7.6	Show of Hands	37
	Section 7.7	Poll and Voting	38


 




     


     


    

 


TABLE OF CONTENTS

(continue


 


	 	 	Page No.
	 	 	 
	Section 7.8	Regulations	38
	Section 7.9	Corporation and Warrant Agent May be Represented	38
	Section 7.10	Powers Exercisable by Extraordinary Resolution	39
	Section 7.11	Meaning of Extraordinary Resolution	40
	Section 7.12	Powers Cumulative	41
	Section 7.13	Minutes	41
	Section 7.14	Instruments in Writing	41
	Section 7.15	Binding Effect of Resolutions	41
	Section 7.16	Holdings by Corporation Disregarded	42
	 	 	 
	Article 8
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 8.1	Provision for Supplemental Indentures for Certain Purposes	42
	Section 8.2	Successor Entities	43
	 	 	 
	Article 9
	CONCERNING THE WARRANT Agent
	 	 	 
	Section 9.1	Trust Indenture Legislation	44
	Section 9.2	Rights and Duties of Warrant Agent	44
	Section 9.3	Evidence, Experts and Advisers	45
	Section 9.4	Documents, Monies, etc. Held by Warrant Agent	46
	Section 9.5	Actions by Warrant Agent to Protect Interest	46
	Section 9.6	Warrant Agent Not Required to Give Security	47
	Section 9.7	Protection of Warrant Agent	47
	Section 9.8	Replacement of Warrant Agent; Successor by Merger	48
	Section 9.9	Conflict of Interest	49
	Section 9.10	Acceptance of Agency	49
	Section 9.11	Warrant Agent Not to be Appointed Receiver	49
	Section 9.12	Warrant Agent Not Required to Give Notice of Default	50
	Section 9.13	Anti-Money Laundering	50
	Section 9.14	Compliance with Privacy Code	51
	Section 9.15	Securities Exchange Commission Certification	51
	 	 	 
	Article 10
	GENERAL
	 	 	 
	Section 10.1	Notice to the Corporation and the Warrant Agent	52
	Section 10.2	Notice to Registered Warrantholders	53
	Section 10.3	Ownership of Warrants	53
	Section 10.4	Counterparts	54
	Section 10.5	Satisfaction and Discharge of Indenture	54


 




     


     


    

 


TABLE OF CONTENTS

(continue


 


	 	 	Page
    No.
	 	 	 
	Section 10.6	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders	54
	Section 10.7	Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided	55
	Section 10.8	Severability	55
	Section 10.9	Force Majeure	55
	Section 10.10	Assignment, Successors and Assigns	55
	Section 10.11	Rights of Rescission and Withdrawal for Holders	56


 


SCHEDULES


 


SCHEDULE “A” - FORM
OF WARRANT CERTIFICATE


SCHEDULE “B” – EXERCISE
FORM


 




     


     


    

 


WARRANT INDENTURE


 


THIS WARRANT INDENTURE
is dated as of July 25, 2016.


 


BETWEEN: 


 


GOLDEN QUEEN MINING
CO. LTD. a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”),


 


- and -


 


COMPUTERSHARE TRUST
COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces
of Canada (the “Warrant Agent”)


 


WHEREAS in connection
with the public offering (the “Offering”) by the Corporation of 9,670,000 Units (as defined below) the Corporation
proposes to issue up to 5,560,000 Warrants pursuant to the terms of this Indenture in connection with the Units issued pursuant
to the Offering, including Units issued upon the exercise of the Over-Allotment Option (as defined below);


 


AND WHEREAS pursuant
to this Indenture, each whole Warrant shall, subject to adjustment in certain events, entitle the holder thereof to acquire one
(1) Common Share upon payment of the Exercise Price upon the terms and conditions herein set forth;


 


AND WHEREAS the
Corporation is duly authorized to create and issue the Warrants to be issued as herein provided;


 


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


 


AND WHEREAS, as
of the date hereof the Corporation has an effective Registration Statement (as defined below) under the U.S. Securities Act (as
defined below);


 


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


 


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


 




     


     


    

 


Article 1

INTERPRETATION


 


		Section 1.1	Definitions.



 


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


 


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


 


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


 


“Applicable Securities Laws”
means the applicable securities laws and regulations of each of the provinces and territories of Canada, and the applicable federal
and state securities laws and regulations of the United States, together with all related rules, policies, notices and orders
of applicable regulatory authorities;


 


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


 


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


 


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


 


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


 




    - 2 - 


     


    

 


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


 


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


 


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


 


“Closing Date” means on
or about July 25, 2016 or such other date as agreed upon by the Corporation and the Underwriters;


 


“Common Share Reorganization”
has the meaning set forth in Section 4.1(a);


 


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


 


“Confirmation” has the
meaning set forth in Section 3.2(2);


 


“Corporation” means Golden
Queen Mining Co. Ltd.;


 


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


 


“Current Market Price”
of the Common Shares at any date means the volume weighted average of the trading price per Common Share for such Common Shares
for each day there was a closing price for the five (5) consecutive Trading Days ending on such date on the TSX or if on such
date the Common Shares are not listed on the TSX, on such stock exchange upon which such Common Shares are listed and as selected
by the directors, or, if such Common Shares are not listed on any stock exchange then on such over-the-counter market as may be
selected for such purpose by the directors of the Corporation;


 


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


 


“Dividends” means any dividends
paid by the Corporation;


 


“Effective Date” means
the date of this Indenture;


 




    - 3 - 


     


    

 


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


 


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


 


“Exercise Notice” has the
meaning set forth in Section 3.2(1);


 


“Exercise Price” at any
time means the price at which a Common Share may be purchased by the exercise of a whole Warrant, which is initially $2.00 per
Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section
4.1;


 


“Expiry Date” means July
25, 2019;


 


“Expiry Time” means 5:00
p.m. (Vancouver time) on the Expiry Date;


 


“Extraordinary Resolution”
has the meaning set forth in Section 7.11(1);


 


“Final Exercise Notice”
has the meaning set forth in Section 3.3;


 


“Internal Procedures” means
in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at
any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the
Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the
operating procedures followed at the time by the Warrant Agent, it being understood that neither preparation and issuance shall
constitute part of such procedures for any purpose of this definition;


 


“Issue Date” means July
25, 2016;


 


“Over-Allotment Option”
means the option granted by the Corporation to the Underwriters, which may be exercised in the Underwriters’ sole discretion
and without obligation, to offer for sale up to an additional 1,450,000 Units each comprised of one Common Share and one half
of a Warrant, for the purpose of covering over-allotments made in connection with the Offering and for market stabilization purposes,
and which is exercisable for any combination of additional Units, additional Unit Shares and/or additional Warrants, from and
including 30 days following the Closing Date;


 


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


 




    - 4 - 


     


    

 


“register” means the one
set of records and accounts maintained by the Warrant Agent pursuant to Section 2.8;


 


“Registered Warrantholders”
means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall
include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;


 


“Registration Statement”
means a shelf registration statement filed with the SEC under the U.S. Securities Act registering the Common Shares issuable upon
exercise of the Warrants;


 


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


 


“Rights Offering” has the
meaning set forth in Section 4.1(b);


 


“SEC” means the United
States Securities and Exchange Commission;


 


“Shareholders” means holders
of Common Shares;


 


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


 


“this Warrant Indenture”,
“this Indenture”, “this Agreement”, “hereto” “herein”,
“hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture,
deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection”
and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection
or paragraph of this Indenture;


 


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


 


“TSX” means the Toronto
Stock Exchange;


 


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


 


“Underwriting
Agreement” means the underwriting agreement dated July 18, 2016 between the Underwriters and the Corporation;


 


“Underwriters” means, collectively,
Cormark Securities Inc. and M Partners Inc.;


 


“Unit”
means a unit consisting of one Common Share and one-half of one Warrant, sold under the Offering;


 




    - 5 - 


     


    

 


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


 


“U.S. Exchange Act” means
the United States Securities Exchange Act of 1934, as amended;


 


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


 


“U.S. Securities Act” means
the United States Securities Act of 1933, as amended; 


 


“Warrants” means the Common
Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder
as a Certificated Warrant and /or Uncertificated Warrant held through the book entry registration system on a no certificate issued
basis, entitling the holder or holders thereof to purchase up to 5,560,000 Common Shares (subject to adjustment as herein provided)
at the Exercise Price prior to the Expiry Time; 


 


“Warrant Agency” means
the principal offices of the Warrant Agent in the City of Vancouver and the city of Toronto or such other place as may be designated
in accordance with Section 3.5;


 


“Warrant Agent” means Computershare
Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its lawful successors from time to time;


 


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


 


“Warrantholders”, or “holders”
without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository
and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry
Only Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants
outstanding at such time;


 


“Warrantholders’ Request”
means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less
than 50% of the aggregate number of Common Shares which could be acquired pursuant to all Warrants then unexercised and outstanding,
requesting the Warrant Agent to take some action or proceeding specified therein; and


 


“written order of the Corporation”,
“written request of the Corporation”, “written consent of the “Corporation” and “certificate
of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the
Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed.


 




    - 6 - 


     


    

 


		Section 1.2	Gender and
                                         Number.



 


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


 


		Section 1.3	Headings,
                                         Etc.



 


The division of this Indenture
into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference
only and shall not affect the construction or interpretation of this Indenture or of the Warrants.


 


		Section 1.4	Day not
                                         a Business Day.



 


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


 


		Section 1.5	Time of
                                         the Essence.



 


Time shall be of the essence
in all respects of this Indenture, the Warrants and the Warrant Certificates..


 


		Section 1.6	Monetary
                                         References.



 


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


 


		Section 1.7	Applicable
                                         Law.



 


This Indenture, the Warrants,
the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English)
shall be construed in accordance with the laws of the Province British Columbia and the federal laws applicable therein and shall
be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders,
irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters
arising out of this Indenture and the transactions contemplated herein.


 




    - 7 - 


     


    

 


		Section 1.8	Termination.



 


This Indenture shall continue
in full force and effect until the earlier of: (a) the Expiry Date; and (b) the date by which there shall have been delivered
to the Warrant Agent for exercise or cancellation in accordance with the provisions hereof all Warrants theretofore certified
hereunder; provided that this Indenture shall continue in effect thereafter, if applicable, until the Corporation and the Warrant
Agent have fulfilled all of their respective obligations under this Indenture.


 


Article 2

ISSUE OF WARRANTS


 


		Section 2.1	Creation
                                         and Issue of Warrants.



 


A maximum of 5,560,000
Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued in accordance with the terms
and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrant Certificates to Registered
Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants
held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount
representing the aggregate number of such Warrants outstanding from time to time.


 


		Section 2.2	Terms of Warrants.



 


		(1)	Subject to the applicable conditions
                                         for exercise set out in Article 3 having been satisfied and subject to adjustment in
                                         accordance with Section 4.1, each whole Warrant shall entitle each Warrantholder thereof,
                                         upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire
                                         one (1) Common Share upon payment of the Exercise Price.



 


		(2)	No fractional Warrants shall be issued
                                         or otherwise provided for hereunder and Warrants may only be exercised in a sufficient
                                         number to acquire whole numbers of Common Shares.



 


		(3)	Each Warrant shall entitle the holder
                                         thereof to such other rights and privileges as are set forth in this Indenture.



 


		(4)	The number of Common Shares which
                                         may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted
                                         upon the events and in the manner specified in Section 4.1.



 




    - 8 - 


     


    

 


		Section 2.3	Warrantholder
                                         not a Shareholder.



 


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


 


		Section 2.4	Warrants
                                         to Rank Pari Passu.



 


All Warrants shall rank
equally and without preference over each other, whatever may be the actual date of issue thereof.


 


		Section 2.5	Form of
                                         Warrants, Certificated Warrants.



 


The Warrants may be issued
in both certificated and uncertificated form. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate
(including all replacements issued in accordance with this Indenture), substantially in the form set out in Schedule “A”
hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may,
with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants
issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a
book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.6.


 


		Section 2.6	Book Entry
                                         Only Warrants.



 


		(1)	Reregistration
                                         of beneficial interests in and transfers of Warrants held by the Depository shall be
                                         made only through the book entry registration system and no Warrant Certificates shall
                                         be issued in respect of such Warrants except where physical certificates evidencing ownership
                                         in such securities are required or as set out herein or as may be requested by the Depository,
                                         as determined by the Corporation, from time to time. Except as provided in this Section
                                         2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled
                                         to have Warrants registered in their names and shall not receive or be entitled to receive
                                         Warrants in definitive form or to have their names appear in the register referred to
                                         in Section 2.9 herein.



 


		(2)	Notwithstanding any other provision
                                         in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants
                                         registered, and no transfer of any CDS Global Warrants in whole or in part may be registered,
                                         in the name of any person other than the Depository for such CDS Global Warrants or a
                                         nominee thereof unless:



 




    - 9 - 


     


    

 


		(a)	the Depository notifies the Corporation
                                         that it is unwilling or unable to continue to act as depository in connection with the
                                         Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;



 


		(b)	the Corporation determines that
                                         the Depository is no longer willing, able or qualified to discharge properly its responsibilities
                                         as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified
                                         successor;



 


		(c)	the Depository ceases to be a clearing
                                         agency or otherwise ceases to be eligible to be a depository and the Corporation is unable
                                         to locate a qualified successor;



 


		(d)	the Corporation determines that
                                         the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;



 


		(e)	such right is required by Applicable
                                         Law, as determined by the Corporation and the Corporation’s Counsel; or



 


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



 


following which,
Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their
nominees as directed by the holder. The Corporation shall provide an Officer’s Certificate giving notice to the Warrant
Agent of the occurrence of any event outlined in this Section 2.6 (2)(a) –(g).


 


		(3)	Subject to the provisions of this Section
                                         2.6, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants
                                         may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis
                                         mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion
                                         thereof shall be registered in such names as the Depository for such CDS Global Warrants
                                         shall direct and shall be entitled to the same benefits and subject to the same terms
                                         and conditions (except insofar as they relate specifically to CDS Global Warrants) as
                                         the CDS Global Warrants or portion thereof surrendered upon such exchange.



 


		(4)	Every Warrant that is Authenticated
                                         upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu
                                         of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6,
                                         or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant,
                                         unless such Warrant is registered in the name of a person other than the Depository for
                                         such CDS Global Warrant or a nominee thereof.



 




    - 10 - 


     


    

 


		(5)	Notwithstanding anything to the contrary
                                         in this Indenture, subject to Applicable Law, the CDS Global Warrant will be issued as
                                         an Uncertificated Warrant, unless otherwise requested in writing by the Depository or
                                         the Corporation.



 


		(6)	The rights of beneficial owners of
                                         Warrants who hold securities entitlements in respect of the Warrants through the book
                                         entry registration system shall be limited to those established by applicable law and
                                         agreements between the Depository and the Book Entry Only Participants and between such
                                         Book Entry Only Participants and the beneficial owners of Warrants who hold securities
                                         entitlements in respect of the Warrants through the book entry registration system, and
                                         such rights must be exercised through a Book Entry Only Participant in accordance with
                                         the rules and procedures of the Depository.



 


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



 


		(a)	the electronic records maintained
                                         by the Depository relating to any ownership interests or any other interests in the Warrants
                                         or the depository system maintained by the Depository, or payments made on account of
                                         any ownership interest or any other interest of any person in any Warrant represented
                                         by an electronic position in the book entry registration system (other than the Depository
                                         or its nominee);



 


		(b)	maintaining, supervising or reviewing
                                         any records of the Depository or any Book Entry Only Participant relating to any such
                                         interest; or



 


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



 


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



 


		Section .7	Warrant Certificate.



 


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



 




    - 11 - 


     


    

 


		(2)	The Warrant Agent shall Authenticate
                                         Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer,
                                         partial payment, or otherwise) by completing its Internal Procedures and the Corporation
                                         shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly
                                         issued such Uncertificated Warrants under this Indenture. Such Authentication shall be
                                         conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and
                                         that the holder or holders are entitled to the benefits of this Indenture. The register
                                         shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants
                                         with respect to which this Indenture requires the Warrant Agent to maintain records or
                                         accounts. In case of differences between the register at any time and any other time
                                         the register at the later time shall be controlling, absent manifest error and such Uncertificated
                                         Warrants are binding on the Corporation.



 


		(3)	Any Warrant Certificate validly issued
                                         in accordance with the terms of this Indenture in effect at the time of issue of such
                                         Warrant Certificate shall, subject to the terms of this Indenture and applicable law,
                                         validly entitle the holder to acquire Common Shares, notwithstanding that the form of
                                         such Warrant Certificate may not be in the form currently required by this Indenture.



 


		(4)	No Warrant shall be considered issued
                                         and shall be valid or obligatory or shall entitle the holder thereof to the benefits
                                         of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication
                                         by the Warrant Agent, including by way of entry on the register, shall not be construed
                                         as a representation or warranty by the Warrant Agent as to the validity of this Indenture
                                         or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication
                                         thereof) or as to the performance by the Corporation of its obligations under this Indenture
                                         and the Warrant Agent shall in no respect be liable or answerable for the use made of
                                         the Warrants or any of them or of the consideration thereof. Authentication by the Warrant
                                         Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated
                                         have been duly issued hereunder and that the holder thereof is entitled to the benefits
                                         of this Indenture.



 




    - 12 - 


     


    

 


		(5)	No Certificated Warrant shall be considered
                                         issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the
                                         holder thereof to the benefits of this Indenture, until it has been Authenticated by
                                         manual signature by or on behalf of the Warrant Agent substantially in the form of the
                                         Warrant set out in Schedule “A” hereto. Such Authentication on any such Certificated
                                         Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated
                                         and is valid and a binding obligation of the Corporation and that the holder is entitled
                                         to the benefits of this Indenture.



 


		(6)	No
                                         Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle
                                         the holder thereof to the benefits of this Indenture, until it has been Authenticated
                                         by entry on the register of the particulars of the Uncertificated Warrant. Such entry
                                         on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence
                                         that such Uncertificated Warrant is a valid and binding obligation of the Corporation
                                         and that the holder is entitled to the benefits of this Indenture.



 


		(7)	The Authentication by the Warrant Agent
                                         of any Warrants whether by way of entry on the register or otherwise shall not be construed
                                         as a representation or warranty by the Warrant Agent as to the validity of the Indenture
                                         or such Warrants (except the due Authentication thereof) or as to the performance by
                                         the Corporation of its obligations under this Indenture and the Warrant Agent shall in
                                         no respect be liable or answerable for the use made of the Warrants or any of them or
                                         the proceeds thereof.



 


		Section 2.8	Register of Warrants



 


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



 


		(a)	the name and address of the holder
                                         of the Warrants, the date of Authentication thereof and the number of Warrants;



 




    - 13 - 


     


    

 


		(b)	whether such Warrant is a Certificated
                                         Warrant or an Uncertificated Warrant and, if a Warrant Certificate, the unique number
                                         or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique
                                         number or code assigned thereto if any;



 


		(c)	whether such Warrant has been cancelled;
                                         and



 


		(d)	a register of transfers in which
                                         all transfers of Warrants and the date and other particulars of each transfer shall be
                                         entered.



 


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


 


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



 




    - 14 - 


     


    

 


		Section 2.9	Issue in
                                         Substitution for Warrant Certificates Lost, etc.



 


		(1)	If any Warrant Certificate becomes
                                         mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law,
                                         shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant
                                         Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated,
                                         lost, destroyed or stolen in exchange for and in place of and upon cancellation of such
                                         mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed
                                         or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a
                                         form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled
                                         to the benefits hereof and shall rank equally in accordance with its terms with all other
                                         Warrants issued or to be issued hereunder.



 


		(2)	The applicant for the issue of a new
                                         Warrant Certificate pursuant to this Section 2.9 shall bear the cost of the issue thereof
                                         and in case of loss, destruction or theft shall, as a condition precedent to the issuance
                                         thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership
                                         and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or
                                         stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their
                                         sole discretion, and such applicant shall also be required to furnish an indemnity and
                                         surety bond in amount and form satisfactory to the Corporation and the Warrant Agent,
                                         in their sole discretion, and shall pay the reasonable charges of the Corporation and
                                         the Warrant Agent in connection therewith.



 


		Section 2.10	Exchange
                                         of Warrant Certificates.



 


		(1)	Any one or more Warrant Certificates
                                         representing any number of Warrants may, upon compliance with the reasonable requirements
                                         of the Warrant Agent (including compliance with applicable securities legislation), be
                                         exchanged for one or more other Warrant Certificates representing the same aggregate
                                         number of Warrants, and bearing the same legend, if applicable, as represented by the
                                         Warrant Certificate or Warrant Certificates so exchanged.



 


		(2)	Warrant Certificates may be exchanged
                                         only at the Warrant Agency or at any other place that is designated by the Corporation
                                         with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such
                                         other instructions, in form satisfactory to the Warrant Agent), tendered for exchange
                                         shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.



 




    - 15 - 


     


    

 


		Section 2.11	Transfer
                                         and Ownership of Warrants.



 


		(1)	The Warrants may only be transferred
                                         on the register kept by the Warrant Agent at the Warrant Agency by the holder or its
                                         legal representatives or its attorney duly appointed by an instrument in writing in form
                                         and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant
                                         Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates
                                         representing the Warrants to be transferred together with a duly executed transfer form
                                         as set forth in Schedule A and (b) in the case of Book Entry Only Warrants, in accordance
                                         with procedures prescribed by the Depository under the book entry registration system,
                                         and (c) upon compliance with:



 


		(i)	the conditions herein;



 


		(ii)	such reasonable requirements as
                                         the Warrant Agent may prescribe; and



 


		(iii)	all applicable securities legislation
                                         and requirements of regulatory authorities;



 


and such transfer shall be duly
noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee
of a Certificated Warrant, a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon
request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility
of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent and Warrants that are held as Book
Entry Only Warrants shall be transferred and recorded through the relevant Book Entry Only Participant in accordance with the
book entry registration system as the entitlement holder in respect of such Warrants.


 


		(2)	Subject to the provisions of this Indenture,
                                         Applicable Legislation and applicable law, the Warrantholder shall be entitled to the
                                         rights and privileges attaching to the Warrants, and the issue of Common Shares by the
                                         Corporation upon the exercise of Warrants in accordance with the terms and conditions
                                         herein contained shall discharge all responsibilities of the Corporation and the Warrant
                                         Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent
                                         shall be bound to inquire into the title of any such holder.



 




    - 16 - 


     


    

 


		Section 2.12	Cancellation
                                         of Surrendered Warrants.



 


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


 


Article 3

EXERCISE OF WARRANTS


 


		Section 3.1	Right of
                                         Exercise.



 


Subject to the provisions
hereof, each Registered Warrantholder may exercise the rights conferred on such holder to subscribe for and purchase one (1) Common
Share for each whole Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.


 


		Section 3.2	Warrant
                                         Exercise.



 


		(1)	Registered Warrantholders of Warrant
                                         Certificates who wish to exercise the Warrants held by them in order to acquire Common
                                         Shares must complete the exercise form (the “Exercise Notice”) attached
                                         to the Warrant Certificate(s) which form is attached hereto as Schedule “B”,
                                         which may be amended by the Corporation with the consent of the Warrant Agent, if such
                                         amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent,
                                         which may be based on the advice of Counsel, materially and adversely affect the rights,
                                         entitlements and interests of the Warrantholders, and deliver such certificate(s), the
                                         executed Exercise Notice and a certified cheque, bank draft or money order payable to
                                         or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent
                                         at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed
                                         to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate
                                         Exercise Price or, if such documents are sent by mail or other means of transmission,
                                         upon actual receipt thereof by the Warrant Agent at the office referred to above.



 


			A beneficial holder of Uncertificated
                                         Warrants evidenced by a security entitlement in respect of Warrants in the book entry
                                         registration system who desires to exercise his or her Warrants must do so by causing
                                         a Book Entry Only Participant to deliver to the Depository on behalf of the entitlement
                                         holder, notice of the owner’s intention to exercise Warrants in a manner acceptable
                                         to the Depository. Forthwith upon receipt by the Depository of such notice, as well as
                                         payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant
                                         Agent confirmation of its intention to exercise Warrants (“Confirmation”)
                                         in a manner acceptable to the Warrant Agent, including by electronic means through the
                                         book entry registration system.



 




    - 17 - 


     


    

 


		(2)	Payment representing the aggregate
                                         Exercise Price must be provided to the appropriate office of the Book Entry Only Participant
                                         in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant
                                         and payment from such beneficial holder should be provided to the Book Entry Only Participant
                                         sufficiently in advance so as to permit the Book Entry Only Participant to deliver
                                         notice and payment to the Depository and for the Depository in turn to deliver notice
                                         and payment to the Warrant Agent prior to Expiry Time. The Depository will initiate the
                                         exercise by way of the Confirmation and forward the aggregate Exercise Price electronically
                                         to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the
                                         Depository through the book entry registration system the Common Shares to which the
                                         exercising Warrantholder is entitled pursuant to the exercise. Any expense associated
                                         with the exercise process will be for the account of the entitlement holder exercising
                                         the Warrants and/or the Book Entry Only Participant exercising the Warrants on its behalf.



 


		(3)	By causing a Book Entry Only Participant
                                         to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably
                                         surrendered his or her Warrants so exercised and appointed such Book Entry Only Participant
                                         to act as his or her exclusive settlement agent with respect to the exercise and the
                                         receipt of Common Shares in connection with the obligations arising from such exercise.



 


		(4)	Any notice which the Depository determines
                                         to be incomplete, not in proper form or not duly executed shall for all purposes be void
                                         and of no effect and the exercise to which it relates shall be considered for all purposes
                                         not to have been exercised thereby. A failure by a Book Entry Only Participant to exercise
                                         or to give effect to the settlement thereof in accordance with the Warrantholder’s
                                         instructions will not give rise to any obligations or liability on the part of the Corporation
                                         or Warrant Agent to the Book Entry Only Participant or the Warrantholder.



 


		(5)	Any exercise form or Exercise Notice
                                         referred to in this Section 3.2 shall be signed by the Registered Warrantholder,
                                         or its executors or administrators or other legal representatives or an attorney of the
                                         Registered Warrantholder, duly appointed by an instrument in writing satisfactory to
                                         the Warrant Agent but such exercise form need not be executed by the Depository.



 




    - 18 - 


     


    

 


		(6)	Any exercise referred to in this Section 3.2
                                         shall require that the entire Exercise Price for Common Shares subscribed must be paid
                                         at the time of subscription and such Exercise Price and original Exercise Notice executed
                                         by the Registered Warrantholder or the Confirmation from the Depository must be received
                                         by the Warrant Agent prior to the Expiry Time.



 


		(7)	If the form of Exercise Notice set
                                         forth in the Warrant Certificate shall have been amended, the Corporation shall cause
                                         the amended Exercise Notice to be forwarded to all Registered Warrantholders.



 


		(8)	Exercise Notices and Confirmations
                                         must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual
                                         business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations
                                         received by the Warrant Agent after business hours on any Business Day other than the
                                         Expiry Date will be deemed to have been received by the Warrant Agent on the next following
                                         Business Day.



 


		(9)	Any Warrant with respect to which
                                         a Confirmation is not received by the Warrant Agent before the Expiry Time shall be deemed
                                         to have expired and become void and all rights with respect to such Warrants shall terminate
                                         and be cancelled.



 


		Section 3.3	Cashless
                                         Exercise



 


If, at any time following
the initial effectiveness of the Registration Statement and prior to the Expiry Date, the Corporation determines that such Registration
Statement filed with the SEC is not effective under the U.S. Securities Act or the prospectus contained therein cannot be used
for the issuance of the Common Shares issued upon exercise of the Warrants, in each case as amended or supplemented, the Corporation
shall promptly provide written notice of such determination to the Warrant Agent. Upon receipt of such notice, the Warrant Agent
shall promptly provide a copy thereof to each Registered Warrantholder, and confirm in writing that the then outstanding Warrants
may, until the earlier of the Registration Statement becoming effective and any prospectus supplement necessary thereto having
been filed or the Expiry Date, also be exercised by means of a “cashless exercise” in which the Warrantholder shall
be entitled to receive (following the due exercise of Warrants pursuant to Section 3.2) a certificate for the number of Common
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 




    - 19 - 


     


    

 


(i) A = the Current Market
Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise;


 


(ii) B = the Exercise
Price of each Warrant, as adjusted; and


 


(iii) X = the number of
Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a
cashless exercise.


 


The Corporation shall
deliver to the Warrant Agent, an officer’s certificate setting out the particulars of the Warrants to be exercised and the
name and address of the Warrantholder, the number of Common Shares to be issued upon exercise of the Warrants, and setting out
the basis of the calculations pursuant to this Section 3.3 (the “Final Exercise Notice”).


 


		Section 3.4	Transfer
                                         Fees and Taxes.



 


If any of the Common Shares
subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall
execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay
to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation
will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid
to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the
satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.


 


		Section 3.5	Warrant
                                         Agency.



 


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


 




    - 20 - 


     


    

 


		Section 3.6	Effect of
                                         Exercise of Warrants.



 


		(1)	Upon the exercise of Warrants pursuant
                                         to and in compliance with Section 3.2 and Section 3.3 and subject to Section 3.4,
                                         the Common Shares to be issued pursuant to the Warrants exercised shall be deemed to
                                         have been issued and the person or persons to whom such Common Shares are to be issued
                                         shall be deemed to have become the holder or holders of such Common Shares within five
                                         Business Days of the Exercise Date unless the register shall be closed on such date,
                                         in which case the Common Shares subscribed for shall be deemed to have been issued and
                                         such person or persons deemed to have become the holder or holders of record of such
                                         Common Shares, on the date on which such register is reopened. It is hereby understood
                                         that in order for persons to whom Common Shares are to be issued, to become holders of
                                         Common Shares on record on the Exercise Date, beneficial holders must commence the exercise
                                         process sufficiently in advance so that the Warrant Agent is in receipt of all items
                                         of exercise at least one Business Day prior to such Exercise Date.



 


		(2)	Within five Business Days after the
                                         Exercise Date with respect to a Warrant, the Warrant Agent shall cause to be delivered
                                         or mailed to the person or persons in whose name or names the Warrant is registered or,
                                         if so specified in writing by the holder, cause to be delivered to such person or persons
                                         at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or
                                         certificates for the appropriate number of Common Shares subscribed for, or any other
                                         appropriate evidence of the issuance of Common Shares to such person or persons in respect
                                         of Common Shares issued under the book entry registration system.



 


		Section 3.7	Partial
                                         Exercise of Warrants; Fractions.



 


		(1)	The holder of any Warrants may exercise
                                         his right to acquire a number of whole Common Shares less than the aggregate number which
                                         the holder is entitled to acquire. In the event of any exercise of a number of Warrants
                                         less than the number which the holder is entitled to exercise, the holder of Warrants
                                         upon such exercise shall, in addition, be entitled to receive, without charge therefor,
                                         a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate
                                         evidence of Warrants, in respect of the balance of the Warrants held by such holder and
                                         which were not then exercised.



 


		(2)	Notwithstanding anything herein contained
                                         including any adjustment provided for in Section 4.1, the Corporation shall not be required,
                                         upon the exercise of any Warrants, to issue fractions of Common Shares. Warrants may
                                         only be exercised in a sufficient number to acquire whole numbers of Common Shares.



 




    - 21 - 


     


    

 


		Section 3.8	Expiration
                                         of Warrants.



 


Immediately after the
Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been
exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.


 


		Section 3.9	Accounting
                                         and Recording.



 


		(1)	The Warrant Agent shall promptly account
                                         to the Corporation with respect to Warrants exercised, and shall promptly forward to
                                         the Corporation (or into an account or accounts of the Corporation with the bank or trust
                                         company designated by the Corporation for that purpose), all monies received by the Warrant
                                         Agent on the subscription of Common Shares through the exercise of Warrants. All such
                                         monies and any securities or other instruments, from time to time received by the Warrant
                                         Agent, shall be received in trust for, and shall be segregated and kept apart by the
                                         Warrant Agent, the Warrantholders and the Corporation as their interests may appear



 


		(2)	The Warrant Agent shall record the
                                         particulars of Warrants exercised, which particulars shall include the names and addresses
                                         of the persons who become holders of Common Shares on exercise and the Exercise Date,
                                         in respect thereof. The Warrant Agent shall provide such particulars in writing to the
                                         Corporation within five Business Days of any request by the Corporation therefor.



 


		Section 3.10	Securities
                                         Restrictions.



 


Notwithstanding anything
herein contained, no Common Shares will be issued pursuant to the exercise of any Warrant if the issuance of such Common Shares
would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the
foregoing, the Corporation will legend the certificates representing the Commons Shares issuable upon exercise of any Warrant
if, in the opinion of counsel to the Corporation, such legend is necessary in order to avoid a violation of any securities laws
of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed;
provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer
necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his expense, provides
the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of
recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer
such securities in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered
to the Corporation in exchange for a certificate that does not bear such legends.


 




    - 22 - 


     


    

 


The Warrant Agent shall
be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable
Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice
in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend
the certificates representing the Common Shares should bear.


 


		Section 3.11	U.S. Securities
                                         Law Matters.



 


		(1)	In connection with any exercise of
                                         Warrants, if it is required by law, the Corporation shall cause to be delivered to any
                                         U.S. Person or person in the United States in whose name the Common Shares issuable upon
                                         exercise of the Warrants are to be issued a prospectus that complies with the U.S. Securities
                                         Act and that is a part of the Registration Statement that has been declared effective
                                         on or prior to the date hereof. For so long as any Warrants remain outstanding, the Corporation
                                         shall use its commercially reasonable efforts to (i) keep such Registration Statement
                                         continuously effective, 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 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. All expenses incidental to the Corporation’s performance of
                                         or compliance with the foregoing provisions will be borne by the Corporation, including,
                                         without limitation: (i) all registration and filing fees and expenses; (ii) all fees
                                         and expenses of compliance with federal securities and state Blue Sky securities laws;
                                         (iii) all fees and disbursements of counsel for the Corporation, independent certified
                                         public accountants of the Corporation and technical experts retained by the Corporation
                                         whose consent is required to be provided with respect to any Registration Statement.



 


		(2)	Notwithstanding any provision of this
                                         Indenture to the contrary, the Warrants may only be exercised by persons in the United
                                         States who establish to the reasonable satisfaction of the Corporation and the Warrant
                                         Agent (which may include providing an opinion of counsel of recognized standing satisfactory
                                         to the Corporation) that the issuance of the Common Shares pursuant to the exercise of
                                         the Warrants can be completed pursuant to and in accordance with all applicable state
                                         securities or “blue sky” laws including but not limited to evidence that
                                         the holder qualifies as an “institutional investor” under the state securities
                                         laws and regulations of their state of domicile.



 




    - 23 - 


     


    

 


		(3)	If any person shall fail to establish
                                         to the satisfaction of the Corporation or Warrant Agent the conditions described in Section
                                         3.11(2), the holder of the applicable Warrant shall be notified by the Warrant Agent
                                         within three Business Days that the evidence provided has been deemed insufficient to
                                         permit the exercise of such Warrant and providing a description of the nature of such
                                         deficiency. In the case where the Corporation is not satisfied with the provided evidence,
                                         it shall furnish to the Warrant Agent either (i) the form of proper notice to be delivered
                                         to establish the required evidence or (ii) a description of the deficiency. Until such
                                         time as the Corporation or Warrant Agent, as the case may be, acting reasonably, is satisfied
                                         with the evidence provided, the holder of the Warrant shall not be permitted to exercise
                                         the Warrant.



 


		(4)	The Corporation will notify the Warrant
                                         Agent when the Registration Statement becomes effective under the U.S. Securities Act,
                                         and the Warrant Agent will notify the Warrantholders as required. Thereafter, the Warrant
                                         Agent may assume that the Registration Statement remains effective until otherwise notified
                                         in writing by the Corporation that the Registration Statement is no longer effective.
                                         The Corporation shall at all times be obligated to provide prompt notice to the Warrant
                                         Agent regarding any change in the effectiveness of the Registration Statement.



 


Article 4

ADJUSTMENT OF NUMBER OF COMMON SHARES

AND EXERCISE PRICE


 


		Section 4.1	Adjustment
                                         of Number of Common Shares and Exercise Price.



 


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


 


		(a)	if, at any time during the Adjustment
                                         Period, the Corporation shall:



 


		(i)	subdivide, re-divide or change its
                                         outstanding Common Shares into a greater number of Common Shares;



 


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



 


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



 




    - 24 - 


     


    

 


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


 


		(b)	if and whenever at any time during
                                         the Adjustment Period, the Corporation shall fix a record date for the issuance of rights,
                                         options or warrants to all or substantially all the holders of its outstanding Common
                                         Shares entitling them, for a period expiring not more than 45 days after such record
                                         date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable
                                         into Common Shares) at a price per Common Share (or having a conversion or exchange price
                                         per Common Share) less than 95% of the Current Market Price on such record date (a “Rights
                                         Offering”), the Exercise Price shall be adjusted immediately after such record
                                         date so that it shall equal the amount determined by multiplying the Exercise Price in
                                         effect on such record date by a fraction, of which the numerator shall be the total number
                                         of Common Shares outstanding on such record date plus a number of Common Shares equal
                                         to the number arrived at by dividing the aggregate price of the total number of additional
                                         Common Shares offered for subscription or purchase (or the aggregate conversion or exchange
                                         price of the convertible or exchangeable securities so offered) by the Current Market
                                         Price, and of which the denominator shall be the total number of Common Shares outstanding
                                         on such record date plus the total number of additional Common Shares offered for subscription
                                         or purchase or into which the convertible or exchangeable securities so offered are convertible
                                         or exchangeable; any Common Shares owned by or held for the account of the Corporation
                                         shall be deemed not to be outstanding for the purpose of any such computation; such adjustment
                                         shall be made successively whenever such a record date is fixed; to the extent that no
                                         such rights or warrants are exercised prior to the expiration thereof, the Exercise Price
                                         shall be readjusted to the Exercise Price which would then be in effect if such record
                                         date had not been fixed or, if any such rights or warrants are exercised, to the Exercise
                                         Price which would then be in effect based upon the number of Common Shares (or securities
                                         convertible or exchangeable into Common Shares) actually issued upon the exercise of
                                         such rights or warrants, as the case may be;



 




    - 25 - 


     


    

 


		(c)	if and whenever at any time during
                                         the Adjustment Period the Corporation shall fix a record date for the making of a distribution
                                         to all or substantially all the holders of its outstanding Common Shares of (i) securities
                                         of any class, whether of the Corporation or any other trust (other than Common Shares),
                                         (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other
                                         securities convertible into or exchangeable for Common Shares), other than pursuant to
                                         a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other
                                         assets then, in each such case, the Exercise Price shall be adjusted immediately after
                                         such record date so that it shall equal the price determined by multiplying the Exercise
                                         Price in effect on such record date by a fraction, of which the numerator shall be the
                                         total number of Common Shares outstanding on such record date multiplied by the Current
                                         Market Price on such record date, less the excess, if any, of the fair market value on
                                         such record date, as determined by the Corporation (subject to TSX approval), of such
                                         securities or other assets so issued or distributed over the fair market value of any
                                         consideration received therefor by the Corporation from the holders of the Common Shares,
                                         and of which the denominator shall be the total number of Common Shares outstanding on
                                         such record date multiplied by the Current Market Price; and Common Shares owned by or
                                         held for the account of the Corporation shall be deemed not to be outstanding for the
                                         purpose of any such computation; such adjustment shall be made successively whenever
                                         such a record date is fixed; to the extent that such distribution is not so made, the
                                         Exercise Price shall be readjusted to the Exercise Price which would then be in effect
                                         if such record date had not been fixed;



 




    - 26 - 


     


    

 


		(d)	if and whenever at any time during
                                         the Adjustment Period, there is a reclassification of the Common Shares or a capital
                                         reorganization of the Corporation other than as described in Section 4.1(a) or a
                                         consolidation, amalgamation, arrangement or merger of the Corporation with or into any
                                         other body corporate, trust, partnership or other entity, or a sale or conveyance of
                                         the property and assets of the Corporation as an entirety or substantially as an entirety
                                         to any other body corporate, trust, partnership or other entity, any Registered Warrantholder
                                         who has not exercised its right of acquisition prior to the effective date of such reclassification,
                                         capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance,
                                         upon the exercise of such right thereafter, shall be entitled to receive upon payment
                                         of the Exercise Price and shall accept, in lieu of the number of Common Shares that prior
                                         to such effective date the Registered Warrantholder would have been entitled to receive,
                                         the number of shares or other securities or property of the Corporation or of the body
                                         corporate, trust, partnership or other entity resulting from such merger, amalgamation
                                         or consolidation, or to which such sale or conveyance may be made, as the case may be,
                                         that such Registered Warrantholder would have been entitled to receive on such reclassification,
                                         capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance,
                                         if, on the effective date thereof, as the case may be, the Registered Warrantholder had
                                         been the registered holder of the number of Common Shares to which prior to such effective
                                         date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate
                                         by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence
                                         the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing
                                         body corporate, partnership, trust or other entity, as the case may be, shall, prior
                                         to or contemporaneously with any such reclassification, capital reorganization, consolidation,
                                         amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which
                                         shall provide, to the extent possible, for the application of the provisions set forth
                                         in this Indenture with respect to the rights and interests thereafter of the Registered
                                         Warrantholders to the end that the provisions set forth in this Indenture shall thereafter
                                         correspondingly be made applicable, as nearly as may reasonably be, with respect to any
                                         shares, other securities or property to which a Registered Warrantholder is entitled
                                         on the exercise of its acquisition rights thereafter. Any indenture entered into between
                                         the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d)
                                         shall be a supplemental indenture entered into pursuant to the provisions of Article
                                         8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation
                                         or such purchasing body corporate, partnership, trust or other entity and the Warrant
                                         Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable
                                         to the adjustments provided in this Section 4.1 and which shall apply to successive
                                         reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales
                                         or conveyances;



 




    - 27 - 


     


    

 


		(e)	in any case in which this Section 4.1
                                         shall require that an adjustment shall become effective immediately after a record date
                                         for an event referred to herein, the Corporation may defer, until the occurrence of such
                                         event, issuing to the Registered Warrantholder of any Warrant exercised after the record
                                         date and prior to completion of such event the additional Common Shares issuable by reason
                                         of the adjustment required by such event before giving effect to such adjustment; provided,
                                         however, that the Corporation shall deliver to such Registered Warrantholder an appropriate
                                         instrument evidencing such Registered Warrantholder’s right to receive such additional
                                         Common Shares upon the occurrence of the event requiring such adjustment and the right
                                         to receive any distributions made on such additional Common Shares declared in favour
                                         of holders of record of Common Shares on and after the relevant date of exercise or such
                                         later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e),
                                         have become the holder of record of such additional Common Shares pursuant to Section 4.1;



 


		(f)	in any case in which Section 4.1(a)(iii),
                                         Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the
                                         Exercise Price, no such adjustment shall be made if the Registered Warrantholders of
                                         the outstanding Warrants receive, subject to any required stock exchange or regulatory
                                         approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b)
                                         or the shares, rights, options, warrants, evidences of indebtedness or assets referred
                                         to in Section 4.1(c), as the case may be, in such kind and number as they would
                                         have received if they had been holders of Common Shares on the applicable record date
                                         or effective date, as the case may be, by virtue of their outstanding Warrant having
                                         then been exercised into Common Shares at the Exercise Price in effect on the applicable
                                         record date or effective date, as the case may be;



 


		(g)	the adjustments provided for in
                                         this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise
                                         Price be computed to the nearest whole cent and shall apply to successive subdivisions,
                                         re-divisions, reductions, combinations, consolidations, distributions, issues or other
                                         events resulting in any adjustment under the provisions of this Section 4.1, provided
                                         that, notwithstanding any other provision of this Section, no adjustment of the Exercise
                                         Price shall be required unless such adjustment would require an increase or decrease
                                         of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments
                                         which by reason of this Section 4.1(g) are not required to be made shall be carried
                                         forward and taken into account in any subsequent adjustment; and



 




    - 28 - 


     


    

 


		(h)	after any adjustment pursuant to
                                         this Section 4.1, the term “Common Shares” where used in this
                                         Indenture shall be interpreted to mean securities of any class or classes which, as a
                                         result of such adjustment and all prior adjustments pursuant to this Section 4.1,
                                         the Registered Warrantholder is entitled to receive upon the exercise of his Warrant,
                                         and the number of Common Shares indicated by any exercise made pursuant to a Warrant
                                         shall be interpreted to mean the number of Common Shares or other property or securities
                                         a Registered Warrantholder is entitled to receive, as a result of such adjustment and
                                         all prior adjustments pursuant to this Section 4.1, upon the full exercise of a
                                         Warrant.



 


		Section 4.2	Entitlement
                                         to Common Shares on Exercise of Warrant.



 


All Common Shares or shares
of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise
of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation
of this Indenture, be deemed to be Common Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.


 


		Section 4.3	No Adjustment
                                         for Certain Transactions.



 


Notwithstanding anything
in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares
is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share
purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation;
or (b) the satisfaction of existing instruments issued at the date hereof.


 


		Section 4.4	Determination
                                         by Independent Firm.



 


In the event of any question
arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent
firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and
such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.


 




    - 29 - 


     


    

 


		Section 4.5	Proceedings
                                         Prior to any Action Requiring Adjustment.



 


As a condition precedent
to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants,
including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action
which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital
and may validly and legally issue as fully paid and non-assessable all the Common Shares which the holders of such Warrants are
entitled to receive on the full exercise thereof in accordance with the provisions hereof.


 


		Section 4.6	Certificate
                                         of Adjustment.



 


The Corporation shall
from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section
4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the
amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Corporation’s
Auditors verifying such calculation. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of
the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article
4 for all purposes.


 


		Section 4.7	Notice of
                                         Special Matters.



 


The Corporation covenants
with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered
Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may
be required pursuant to Section 4.1 Such notice shall specify the particulars of such event and the record date for such
event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have
been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days
prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall
promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to
the Registered Warrantholders of such adjustment computation.


 




    - 30 - 


     


    

 


		Section 4.8	No Action
                                         after Notice.



 


The Corporation covenants
with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered
Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the
giving of the certificate or notices set forth in Section 4.6 and Section 4.7.


 


		Section 4.9	Other Action.



 


If the Corporation, after
the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the
reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise
Price and/or Exchange Rate, the number of Common Shares which may be acquired upon exercise of the Warrants shall be adjusted
in such manner and at such time, by action of the directors, acting reasonably and in good faith, in their sole discretion as
they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will
be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.


 


		Section 4.10	Protection
                                         of Warrant Agent.



 


The Warrant Agent shall
not:


 


		(a)	at any time be under any duty or
                                         responsibility to any Registered Warrantholder to determine whether any facts exist which
                                         may require any adjustment contemplated by Section 4.1, or with respect to the nature
                                         or extent of any such adjustment when made, or with respect to the method employed in
                                         making the same;



 


		(b)	be accountable with respect to
                                         the validity or value (or the kind or amount) of any Common Shares or of any other securities
                                         or property which may at any time be issued or delivered upon the exercise of the rights
                                         attaching to any Warrant;



 


		(c)	be responsible for any failure
                                         of the Corporation to issue, transfer or deliver Common Shares or certificates for the
                                         same upon the surrender of any Warrants for the purpose of the exercise of such rights
                                         or to comply with any of the covenants contained in this Article; and



 


		(d)	incur any liability or be in any
                                         way responsible for the consequences of any breach on the part of the Corporation of
                                         any of the representations, warranties or covenants herein contained or of any acts of
                                         the directors, officers, employees, agents or servants of the Corporation.



 




    - 31 - 


     


    

 


		Section 4.11	Participation
                                         by Warrantholder.



 


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


 


		Section 4.12	Regulatory
                                         Approval of Adjustments



 


Notwithstanding the foregoing,
any adjustment to the Exercise Price and/or Exchange Rate shall be subject to the prior written consent of the TSX.


 


Article 5

RIGHTS OF THE CORPORATION AND COVENANTS


 


		Section 5.1	Optional
                                         Purchases by the Corporation.



 


Subject to compliance
with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time
to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or
prices at which, in the opinion of the directors, such Warrants are then obtainable, plus reasonable costs of purchase, and may
be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In
the case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1
shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the
case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the
register of Warrant and in accordance with procedures prescribed by the Depository under the book entry registration system. No
Warrants shall be issued in replacement thereof.


 


		Section 5.2	General
                                         Covenants.



 


The Company covenants
with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that so long as any Warrants remain outstanding
and may be exercised for Common Shares:


 


		(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;



 




    - 32 - 


     


    

 


		(b)	it will cause the Common Shares
                                         from time to time acquired pursuant to the exercise of the Warrants to be duly issued
                                         and delivered in accordance with the Warrants and the terms hereof;



 


		(c)	all Common Shares which shall be
                                         issued upon exercise of the right to acquire provided for herein shall be fully paid
                                         and non-assessable;



 


		(d)	it will use reasonable commercial
                                         efforts to maintain its existence and carry on its business in the ordinary course;



 


		(e)	it will use reasonable commercial
                                         efforts to ensure that all Common Shares outstanding or issuable from time to time (including
                                         without limitation the Common Shares issuable on the exercise of the Warrants) continue
                                         to be or are listed and posted for trading on the TSX (or such other Canadian or United
                                         States stock exchange acceptable to the Corporation), provided that this clause shall
                                         not be construed as limiting or restricting the Corporation from completing a consolidation,
                                         amalgamation, arrangement, takeover bid or merger that would result in the Common Shares
                                         ceasing to be listed and posted for trading on the TSX, so long as the holders of Common
                                         Shares receive securities of an entity which is listed on a stock exchange in Canada,
                                         or cash, or the holders of the Common shares have approved the transaction in accordance
                                         with the requirements of applicable corporate and securities laws and the policies of
                                         the TSX;



 


		(f)	it will make all requisite filings
                                         under applicable Canadian securities legislation including those necessary to remain
                                         a reporting issuer not in default in each of the provinces and other Canadian jurisdictions
                                         where it is or becomes a reporting issuer;



 


		(g)	all Common Shares that shall be
                                         issued by the Corporation upon the exercise of rights provided for herein shall be issued
                                         as fully paid and non-assessable.



 


		(h)	generally, it will well and truly
                                         perform and carry out all of the acts or things to be done by it as provided in this
                                         Indenture; and



 


		(i)	The Corporation will promptly notify
                                         the Warrant Agent and the Warrantholders in writing of any default under the terms of
                                         this Warrant Indenture which remains unrectified for more than five days following its
                                         occurrence.



 




    - 33 - 


     


    

 


		Section 5.3	Warrant
                                         Agent’s Remuneration and Expenses.



 


The Corporation covenants
that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse
the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent
in the administration or execution of the 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. Any amount owing hereunder and remaining
unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid
invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the
termination of this Indenture.


 


		Section 5.4	Performance
                                         of Covenants by Warrant Agent.



 


If the Corporation shall
fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of
such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but,
subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such
performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3.
No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of
its continuing obligations under the covenants herein contained.


 


		Section 5.5	Enforceability
                                         of Warrants.



 


The Corporation covenants
and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued
and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions
hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares
from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance
with the terms of this Indenture.


 




    - 34 - 


     


    

 


Article 6

ENFORCEMENT


 


		Section 6.1	Suits by
                                         Registered Warrantholders.



 


All or any of the rights
conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder
by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its
own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.


 


		Section 6.2	Suits by
                                         the Corporation.



 


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


 


		Section 6.3	Immunity
                                         of Shareholders, etc.



 


The Warrant Agent and
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, trustee, employee or agent of the Corporation or any successor
Corporation on any covenant, agreement, representation or warranty by the Corporation herein.


 


		Section 6.4	Waiver of
                                         Default.



 


Upon the happening of
any default hereunder:


 


		(a)	the Registered Warrantholders of
                                         not less than 51% of the Warrants then outstanding shall have power (in addition to the
                                         powers exercisable by Extraordinary Resolution) by requisition in writing to instruct
                                         the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon
                                         waive the default upon such terms and conditions as shall be prescribed in such requisition;
                                         or



 


		(b)	the Warrant Agent shall have power
                                         to waive any default hereunder upon such terms and conditions as the Warrant Agent may
                                         deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based
                                         on the advice of Counsel, the same shall have been cured or adequate provision made therefor;



 




    - 35 - 


     


    

 


provided that no delay or omission of the
Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act
or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any
manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.


 


Article 7

MEETINGS OF REGISTERED WARRANTHOLDERS


 


		Section 7.1	Right to
                                         Convene Meetings.



 


The Warrant Agent may
at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’
Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders
signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding
of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven
days after receipt of such written request of the Corporation or such Warrantholders’ Request and the indemnity and funding
given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such
meeting shall be held in the City of Vancouver, in the Province of British Columbia, or at such other place as may be approved
or determined by the Warrant Agent.


 


		Section 7.2	Notice.



 


At least 21 days’
prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner
provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been
called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall
state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be
transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make
a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to
be proposed or any of the provisions of this Section 7.2.


 




    - 36 - 


     


    

 


		Section 7.3	Chairman.



 


An individual (who need
not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual
is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding
of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.


 


		Section 7.4	Quorum.



 


Subject to the provisions
of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present
in person or by proxy and entitled to purchase at least 50% of the aggregate number of Common Shares which could be acquired pursuant
to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes
from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’
Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such
day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place
and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which
might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted
at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders
present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened,
notwithstanding that they may not be entitled to acquire at least 50% of the aggregate number of Common Shares which may be acquired
pursuant to all then outstanding Warrants.


 


		Section 7.5	Power to
                                         Adjourn.



 


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


 


		Section 7.6	Show of
                                         Hands.



 


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


 




    - 37 - 


     


    

 


		Section 7.7	Poll and
                                         Voting.



 


		(1)	On every Extraordinary Resolution,
                                         and on any other question submitted to a meeting and after a vote by show of hands when
                                         demanded by the chairman or by one or more of the Registered Warrantholders acting in
                                         person or by proxy and entitled to acquire in the aggregate at least 5% of the aggregate
                                         number of Common Shares which could be acquired pursuant to all the Warrants then outstanding,
                                         a poll shall be taken in such manner as the chairman shall direct. Questions other than
                                         those required to be determined by Extraordinary Resolution shall be decided by a majority
                                         of the votes cast on the poll.



 


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



 


		Section 7.8	Regulations.



 


		(1)	The Warrant Agent, or the Corporation
                                         with the approval of the Warrant Agent, may from time to time make and from time to time
                                         vary such regulations as it shall think fit for the setting of the record date for a
                                         meeting for the purpose of determining Registered Warrantholders entitled to receive
                                         notice of and to vote at the meeting.



 


		(2)	Any regulations so made shall be binding
                                         and effective and the votes given in accordance therewith shall be valid and shall be
                                         counted. Save as such regulations may provide, the only persons who shall be recognized
                                         at any meeting as a Registered Warrantholder, or be entitled to vote or be present at
                                         the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders
                                         or proxies of Registered Warrantholders.



 


		Section 7.9	Corporation and Warrant Agent May be Represented.



 


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


 




    - 38 - 


     


    

 


		Section 7.10	Powers
                                         Exercisable by Extraordinary Resolution.



 


In addition to all other
powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall,
subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:


 


		(a)	to agree to any modification, abrogation,
                                         alteration, compromise or arrangement of the rights of Registered Warrantholders or the
                                         Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s
                                         prior consent, acting reasonably) or on behalf of the Registered Warrantholders against
                                         the Corporation whether such rights arise under this Indenture or otherwise;



 


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



 


		(c)	to direct or to authorize the Warrant
                                         Agent, subject to Section 9.2(2) hereof, to enforce any of the covenants on the part
                                         of the Corporation contained in this Indenture or to enforce any of the rights of the
                                         Registered Warrantholders in any manner specified in such Extraordinary Resolution or
                                         to refrain from enforcing any such covenant or right;



 


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



 


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



 


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



 


		(g)	to assent to any change in or omission
                                         from the provisions contained in this Indenture or any ancillary or supplemental instrument
                                         which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur
                                         in and execute any ancillary or supplemental indenture embodying the change or omission;



 




    - 39 - 


     


    

 


		(h)	with the consent of the Corporation,
                                         such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor
                                         in office and to appoint a new warrant agent or warrant agents to take the place of the
                                         Warrant Agent so removed; and



 


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



 


		Section 7.11	Meaning
                                         of Extraordinary Resolution.



 


		(1)	The expression “Extraordinary
                                         Resolution” when used in this Indenture means, subject as hereinafter provided
                                         in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Registered
                                         Warrantholders duly convened for that purpose and held in accordance with the provisions
                                         of this Article 7 at which there are present in person or by proxy Registered Warrantholders
                                         holding at least 25% of the aggregate number of Common Shares that could be acquired
                                         and passed by the affirmative votes of Registered Warrantholders holding not less than
                                         75% of the aggregate number of Common Shares that could be acquired at the meeting and
                                         voted on the poll upon such resolution.



 


		(2)	If, at the meeting at which an Extraordinary
                                         Resolution is to be considered, Registered Warrantholders holding at least 25% of the
                                         aggregate number of Common Shares that could be acquired are not present in person or
                                         by proxy within 30 minutes after the time appointed for the meeting, then the meeting,
                                         if convened by Registered Warrantholders or on a Warrantholders’ Request, shall
                                         be dissolved; but in any other case it shall stand adjourned to such day, being not less
                                         than 15 or more than 60 days later, and to such place and time as may be appointed by
                                         the chairman. Not less than 14 days’ prior notice shall be given of the time and
                                         place of such adjourned meeting in the manner provided for in Section 10.2. Such notice
                                         shall state that at the adjourned meeting the Registered Warrantholders present in person
                                         or by proxy shall form a quorum but it shall not be necessary to set forth the purposes
                                         for which the meeting was originally called or any other particulars. At the adjourned
                                         meeting the Registered Warrantholders present in person or by proxy shall form a quorum
                                         and may transact the business for which the meeting was originally convened and a resolution
                                         proposed at such adjourned meeting and passed by the requisite vote as provided in Section
                                         7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding
                                         that Registered Warrantholders entitled to acquire at least 25% of the aggregate number
                                         of Common Shares which may be acquired pursuant to all the then outstanding Warrants
                                         are not present in person or by proxy at such adjourned meeting.



 




    - 40 - 


     


    

 


		(3)	Subject to Section 7.14, votes on
                                         an Extraordinary Resolution shall always be given on a poll and no demand for a poll
                                         on an Extraordinary Resolution shall be necessary.



 


		Section 7.12	Powers
                                         Cumulative.



 


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


 


		Section 7.13	Minutes.



 


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


 


		Section 7.14	Instruments
                                         in Writing.



 


All actions which may
be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7
may also be taken and exercised by Registered Warrantholders holding not less than 66 2/3% of the aggregate
number of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered
Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution”
when used in this Indenture shall include an instrument so signed.


 


		Section 7.15	Binding
                                         Effect of Resolutions.



 


Every resolution and every
Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders
shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing
signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories
thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained)
shall be bound to give effect accordingly to every such resolution and instrument in writing.


 




    - 41 - 


     


    

 


		Section 7.16	Holdings
                                         by Corporation Disregarded.



 


In determining whether
Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Common Shares are present
at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary
Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the
Corporation shall be disregarded in accordance with the provisions of Section 10.7.


 


Article 8

SUPPLEMENTAL INDENTURES


 


		Section 8.1	Provision
                                         for Supplemental Indentures for Certain Purposes.



 


Subject to regulatory
approval, from time to time, the Corporation (when authorized by action of the directors) and the Warrant Agent may, subject to
the provisions hereof and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their
proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or
all of the following purposes:


 


		(a)	setting forth any adjustments resulting
                                         from the application of the provisions of Article 4;



 


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



 


		(c)	giving effect to any Extraordinary
                                         Resolution passed as provided in Section 7.11;



 


		(d)	making such provisions not inconsistent
                                         with this Indenture as may be necessary or desirable with respect to matters or questions
                                         arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants
                                         on any stock exchange, provided that such provisions are not, in the opinion of the Warrant
                                         Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered
                                         Warrantholders;



 




    - 42 - 


     


    

 


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



 


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



 


		(g)	providing for the issuance of additional
                                         Warrants hereunder, including Warrants in excess of the number set out in Section 2.1
                                         and any consequential amendments hereto as may be required by the Warrant Agent relying
                                         on the advice of Counsel.



 


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



 


		Section 8.2	Successor
                                         Entities.



 


In the case of the consolidation,
amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially
as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation,
amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory
in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance
of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.


 




    - 43 - 


     


    

 


Article 9

CONCERNING THE WARRANT Agent


 


		Section 9.1	Trust Indenture
                                         Legislation.



 


		(1)	If and to the extent that any provision
                                         of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable
                                         Legislation, such mandatory requirement shall prevail.



 


		(2)	The Corporation and the Warrant Agent
                                         agree that each will, at all times in relation to this Indenture and any action to be
                                         taken hereunder, observe and comply with and be entitled to the benefits of Applicable
                                         Legislation.



 


		Section 9.2	Rights and
                                         Duties of Warrant Agent.



 


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



 


		(2)	The obligation of the Warrant Agent
                                         to commence or continue any act, action or proceeding for the purpose of enforcing any
                                         rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional
                                         upon the Registered Warrantholders furnishing, when required by notice by the Warrant
                                         Agent, sufficient funds to commence or to continue such act, action or proceeding and
                                         an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless
                                         the Warrant Agent and its officers, directors, employees and agents, against the costs,
                                         charges and expenses and liabilities to be incurred thereby and any loss and damage it
                                         may suffer by reason thereof. None of the provisions contained in this Indenture shall
                                         require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial
                                         liability in the performance of any of its duties or in the exercise of any of its rights
                                         or powers unless indemnified and funded as aforesaid.



 


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



 


		(4)	Every provision of this Indenture that
                                         by its terms relieves the Warrant Agent of liability or entitles it to rely upon any
                                         evidence submitted to it is subject to the provisions of Applicable Legislation.



 




    - 44 - 


     


    

 


		Section 9.3	Evidence,
                                         Experts and Advisers.



 


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



 


		(2)	In the exercise of its rights and duties
                                         hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth
                                         of the statements and the accuracy of the opinions expressed in statutory declarations,
                                         opinions, reports, written requests, consents, or orders of the Corporation, certificates
                                         of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request
                                         of the Warrant Agent, provided that such evidence complies with Applicable Legislation
                                         and that the Warrant Agent complies with Applicable Legislation and that the Warrant
                                         Agent examines the same and determines that such evidence complies with the applicable
                                         requirements of this Indenture.



 


		(3)	Whenever it is provided in this Indenture
                                         or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent
                                         resolutions, certificates, reports, opinions, requests, orders or other documents, it
                                         is intended that the truth, accuracy and good faith on the effective date thereof and
                                         the facts and opinions stated in all such documents so deposited shall, in each and every
                                         such case, be conditions precedent to the right of the Corporation to have the Warrant
                                         Agent take the action to be based thereon.



 


		(4)	The Warrant Agent may employ or retain
                                         such Counsel, accountants, appraisers or other experts or advisers as it may reasonably
                                         require for the purpose of discharging its duties hereunder and may pay reasonable remuneration
                                         for all services so performed by any of them, without taxation of costs of any Counsel,
                                         and shall not be responsible for any misconduct or negligence on the part of any such
                                         experts or advisers who have been appointed with due care by the Warrant Agent.



 


		(5)	The Warrant Agent may act and rely
                                         and shall be protected in acting and relying in good faith on the opinion or advice of
                                         or information obtained from any Counsel, accountant, appraiser, engineer or other expert
                                         or adviser, whether retained or employed by the Corporation or by the Warrant Agent,
                                         in relation to any matter arising in the administration of the agency hereof.



 




    - 45 - 


     


    

 


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



 


		(1)	Any monies, securities, documents of
                                         title or other instruments that may at any time be held by the Warrant Agent shall be
                                         placed in the deposit vaults of the Warrant Agent or of any Canadian chartered bank listed
                                         in Schedule I of the Bank Act (Canada), or deposited for safekeeping with
                                         any such bank. Any monies held pending the application or withdrawal thereof under any
                                         provisions of this Indenture, shall be held, invested and reinvested in “Permitted
                                         Investments” as directed in writing by the Corporation. “Permitted Investments”
                                         shall be treasury bills guaranteed by the Government of Canada having a term to maturity
                                         not to exceed ninety (90) days, or term deposits or bankers’ acceptances of a Canadian
                                         chartered bank having a term to maturity not to exceed ninety (90) days, or such other
                                         investments that is in accordance with the Warrant Agent’s standard type of investments.
                                         Unless otherwise specifically provided herein, all interest or other income received
                                         by the Warrant Agent in respect of such deposits and investments shall belong to the
                                         Corporation.



 


		(2)	Any written direction for the investment
                                         or release of funds received shall be received by the Warrant Agent by 9:00a.m. (Toronto
                                         time) on the Business Day on which such investment or release is to be made, failing
                                         which such direction will be handled on a commercially reasonable efforts basis and may
                                         result in funds being invested or released on the next Business Day.



 


		(3)	The Warrant Agent shall have no responsibility
                                         or liability for any diminution of any funds resulting from any investment made in accordance
                                         with this Indenture, including any losses on any investment liquidated prior to maturity
                                         in order to make a payment required hereunder.



 


		(4)	In
                                         the event that the Warrant Agent does not receive a direction or only a partial direction,
                                         the Warrant Agent may hold cash balances constituting part or all of such monies and
                                         may, but need not, invest same in its deposit department, the deposit department of one
                                         of its affiliates, or the deposit department of a Canadian chartered bank; but the Warrant
                                         Agent, its affiliates or a Canadian chartered bank shall not be liable to account for
                                         any profit to any parties to this Indenture or to any other person or entity.



 


		Section 9.5	Actions
                                         by Warrant Agent to Protect Interest.



 


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


 




    - 46 - 


     


    

 


		Section 9.6	Warrant
                                         Agent Not Required to Give Security.



 


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


 


		Section 9.7	Protection
                                         of Warrant Agent.



 


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


 


		(a)	the Warrant Agent shall not be
                                         liable for or by reason of any statements of fact or recitals in this Indenture or in
                                         the Warrant Certificates (except the representation contained in Section 9.9 or in the
                                         authentication of the Warrant Agent on the Warrant Certificates) or be required to verify
                                         the same, but all such statements or recitals are and shall be deemed to be made by the
                                         Corporation;



 


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



 


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



 


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



 


		(e)	the Corporation hereby indemnifies
                                         and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors,
                                         employees, agents, successors and assigns from and against any and all liabilities, losses,
                                         damages, penalties, claims, actions, suits, costs, expenses and disbursements, including
                                         reasonable legal fees and disbursements of whatever kind and nature which may at any
                                         time be imposed on or incurred by or asserted against the Warrant Agent, whether groundless
                                         or otherwise, arising from or out of any act, omission or error of the Warrant Agent,
                                         provided that the Corporation shall not be required to indemnify the Warrant Agent in
                                         the event of the gross negligence or wilful misconduct of the Warrant Agent, and this
                                         provision shall survive the resignation or removal of the Warrant Agent or the termination
                                         or discharge of this Indenture; and



 




    - 47 - 


     


    

 


		(f)	notwithstanding
                                         the foregoing or any other provision of this Indenture, any liability of the Warrant
                                         Agent shall be limited, in the aggregate, to the amount of annual
                                         retainer fees paid by the Corporation to the Warrant Agent under this Indenture
                                         in the twelve (12) months immediately prior to the Warrant Agent receiving
                                         the first notice of the claim. Notwithstanding any other provision of this Indenture,
                                         and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent
                                         shall not be liable under any circumstances whatsoever for any (a) breach by any other
                                         party of securities law or other rule of any securities regulatory authority, (b) lost
                                         profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or
                                         punitive losses or damages.



 


		Section 9.8	Replacement
                                         of Warrant Agent; Successor by Merger.



 


		(1)	The Warrant Agent may resign its agency
                                         and be discharged from all further duties and liabilities hereunder, subject to this
                                         Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in
                                         writing or such shorter prior notice as the Corporation may accept as sufficient. The
                                         Registered Warrantholders by Extraordinary Resolution shall have power at any time to
                                         remove the existing Warrant Agent and to appoint a new warrant agent. In the event of
                                         the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming
                                         bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder,
                                         the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent
                                         has already been appointed by the Registered Warrantholders; failing such appointment
                                         by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply
                                         to a judge of the Supreme Court of the Province of British Columbia on such notice
                                         as such judge may direct, for the appointment of a new warrant agent; but any new warrant
                                         agent so appointed by the Corporation or by the Court shall be subject to removal as
                                         aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any
                                         provision of this Section 9.8 shall be an entity authorized to carry on the business
                                         of a trust company in the Province of British Columbia and, if required by the Applicable
                                         Legislation for any other provinces, in such other provinces. On any such appointment
                                         the new warrant agent shall be vested with the same powers, rights, duties and responsibilities
                                         as if it had been originally named herein as Warrant Agent hereunder.



 


		(2)	Upon the appointment of a successor
                                         warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof
                                         in the manner provided for in Section 10.2.



 




    - 48 - 


     


    

 


		(3)	Any Warrant Certificates Authenticated
                                         but not delivered by a predecessor Warrant Agent may be Authenticated by the successor
                                         Warrant Agent in the name of the predecessor or successor Warrant Agent.



 


		(4)	Any corporation into which the Warrant
                                         Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom
                                         to which the Warrant Agent shall be a party, or any corporation succeeding to substantially
                                         the corporate trust business of the Warrant Agent shall be the successor
                                         to the Warrant Agent hereunder without any further act on its part or any of the parties
                                         hereto, provided that such corporation would be eligible for appointment as successor
                                         Warrant Agent under Section 9.8(1).



 


		Section 9.9	Conflict
                                         of Interest.



 


		(1)	The Warrant Agent represents to the
                                         Corporation that at the time of execution and delivery hereof no material conflict of
                                         interest exists between 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 90 days after ascertaining that it has such material conflict
                                         of interest, either eliminate the same or assign its agency hereunder to a successor
                                         Warrant Agent approved by the Corporation and meeting the requirements set forth in Section
                                         9.8(1). Notwithstanding the foregoing provisions of this Section 9.9(1), if any such
                                         material conflict of interest exists or hereafter shall exist, the validity and enforceability
                                         of this Indenture and the Warrant Certificate shall not be affected in any manner whatsoever
                                         by reason thereof.



 


		(2)	Subject to Section 9.9(1), 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 without being liable to account for any profit made thereby.



 


		Section 9.10	Acceptance
                                         of Agency



 


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


 


		Section 9.11	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.


 




    - 49 - 


     


    

 


		Section 9.12	Warrant
                                         Agent Not Required to Give Notice of Default.



 


The Warrant Agent shall
not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless
and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice
of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default
desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all
purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations,
warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein
given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.


 


		Section 9.13	Anti-Money
                                         Laundering.



 


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



 


		(2)	The Warrant Agent shall retain the
                                         right not to act and shall not be liable for refusing to act if, due to a lack of information
                                         or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines
                                         that such act might cause it to be in non-compliance with any applicable anti-money laundering,
                                         anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should
                                         the Warrant Agent, in its sole judgment, determine at any time that its acting under
                                         this Agreement has resulted in its being in non-compliance with any applicable anti-money
                                         laundering, anti-terrorist or economic sanctions legislation, regulation or guideline,
                                         then it shall have the right to resign on ten (10) days written notice to the other parties
                                         to this Agreement, provided (i) that the Warrant Agent's written notice shall describe
                                         the circumstances of such non-compliance; and (ii) that if such circumstances are rectified
                                         to the Warrant Agent's satisfaction within such ten (10) day period, then such resignation
                                         shall not be effective.



 




    - 50 - 


     


    

 


		Section 9.14	Compliance
                                         with Privacy Code.



 


The Corporation acknowledges
that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information
about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof,
and use such information for the following purposes:


 


		(a)	to provide the services required
                                         under this Indenture and other services that may be requested from time to time;



 


		(b)	to help the Warrant Agent manage
                                         its servicing relationships with such individuals;



 


		(c)	to meet the Warrant Agent’s
                                         legal and regulatory requirements; and



 


		(d)	if Social Insurance Numbers are
                                         collected by the Warrant Agent, to perform tax reporting and to assist in verification
                                         of an individual’s identity for security purposes.



 


Each party acknowledges
and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it
in the course of this Indenture for the purposes described above and, generally, in the manner and on the terms described in its
Privacy Code, which the Warrant Agent shall make available on its website, www.computershare.com, or upon request, including revisions
thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing
and storage or other support in order to facilitate the services it provides.


 


Further, each party agrees
that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who
is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the
aforementioned uses and disclosures.


 


		Section 9.15	Securities
                                         Exchange Commission Certification.



 


The Corporation confirms that it has either
(i) a class of securities registered pursuant to Section 12 of the U.S. Exchange Act; or (ii) a reporting obligation pursuant
to Section 15(d) of the U.S. Exchange Act, and has provided the Warrant Agent with an Officers’ Certificate (in a form provided
by the Warrant Agent certifying such reporting obligation and other information as requested by the Warrant Agent). The Corporation
covenants that in the event that any such registration or reporting obligation shall be terminated by the Corporation in accordance
with the U.S. Exchange Act, the Corporation shall promptly notify the Warrant Agent of such termination and such other information
as the Warrant Agent may require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing
representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.


 




    - 51 - 


     


    

 


Article 10

GENERAL


 


		Section 10.1	Notice
                                         to the Corporation and the Warrant Agent.



 


		(1)	Unless herein otherwise
                                         expressly provided, any notice to be given hereunder to the Corporation or the Warrant
                                         Agent shall be deemed to be validly given if delivered, sent by registered letter,
                                         postage prepaid or if faxed:



 


		(a)	If to the Corporation:



 


Golden Queen Mining
Co. Ltd.

Suite 2300 – 1066 West Hastings Street

Vancouver, BC V6E 3X2


 


Attention: Chief
Financial Officer & Corporate Secretary


 


Email: astgermain@goldenqueen.com
and bdayton@goldenqueen.com


 


		(b)	If to the Warrant Agent:



 


Computershare Trust
Company of Canada


3rd Floor,
510 Burrard Street


Vancouver, BC V6C
3B9


 


Attention: General
Manager, Corporate Trust


 


Email: corporatetrust.vancouver@computershare.com



 


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


 


		(2)	The Corporation or the Warrant Agent,
                                         as the case may be, may from time to time notify the other in the manner provided in
                                         Section 10.1(1) 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.



 


		(3)	If, by reason of a strike, lockout
                                         or other work stoppage, actual or threatened, involving postal employees, any notice
                                         to be given to the Warrant Agent or to the Corporation hereunder could reasonably be
                                         considered unlikely to reach its destination, such notice shall be valid and effective
                                         only if it is delivered to the named officer of the party to which it is addressed, as
                                         provided in Section 10.1(1), or given by facsimile or other means of prepaid, transmitted
                                         and recorded communication.



 




    - 52 - 


     


    

 


		Section 10.2	Notice
                                         to Registered Warrantholders.



 


		(1)	Unless otherwise provided herein, notice
                                         to the Registered Warrantholders under the provisions of this Indenture shall be valid
                                         and effective if delivered or sent by ordinary prepaid post addressed to such holders
                                         at their post office addresses appearing on the register hereinbefore mentioned and shall
                                         be deemed to have been effectively received and given on the date of delivery or, if
                                         mailed, on the third Business Day following the date of mailing such notice. In the event
                                         that Warrants are held in the name of the Depository, a copy of such notice shall also
                                         be sent by electronic communication to the Depository and shall be deemed received and
                                         given on the day it is so sent.



 


		(2)	If, by reason of a strike, lockout
                                         or other work stoppage, actual or threatened, involving postal employees, any notice
                                         to be given to the Registered Warrantholders hereunder could reasonably be considered
                                         unlikely to reach its destination, such notice shall be valid and effective only if it
                                         is delivered to such Registered Warrantholders to the address for such Registered Warrantholders
                                         contained in the register maintained by the Warrant Agent or such notice may be given,
                                         at the Corporation’s expense, by means of publication in the Globe and Mail, National
                                         Edition, or any other English language daily newspaper or newspapers of general circulation
                                         in Canada, in each two successive weeks, the first such notice to be published within
                                         5 business days of such event, and any so notice published shall be deemed to have been
                                         received and given on the latest date the publication takes place.



 


		Section 10.3	Ownership
                                         of Warrants.



 


The Corporation and the
Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation
and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant
Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered
Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the
Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such
holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent
jurisdiction.


 




    - 53 - 


     


    

 


		Section 10.4	Counterparts.



 


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


 


		Section 10.5	Satisfaction
                                         and Discharge of Indenture.



 


Upon the earlier of:


 


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



 


		(b)	the Expiry Time;



 


and if all certificates or other entry on
the register representing Common Shares required to be issued in compliance with the provisions hereof have been issued and delivered
hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the
Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate
of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied
with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing,
the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the
termination of this Indenture.


 


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



 


Nothing in this Indenture
or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the
Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any
covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties
hereto and the Registered Warrantholders.


 




    - 54 - 


     


    

 


		Section 10.7	Common
                                         Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.



 


For the purpose of disregarding
any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent,
from time to time, a certificate of the Corporation setting forth as at the date of such certificate:


 


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



 


		(b)	the number of Warrants owned legally
                                         or beneficially by the Corporation;



 


and the Warrant Agent,
in making the computations in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.


 


		Section 10.8	Severability



 


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


 


		Section 10.9	Force Majeure



 


No party shall be liable
to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any
provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial
order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions,
disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time
lost because of any delay that is excusable under this Section.


 


		Section 10.10	Assignment,
                                         Successors and Assigns



 


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


 




    - 55 - 


     


    

 


		Section 10.11	Rights
                                         of Rescission and Withdrawal for Holders



 


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


 


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


 


	 	GOLDEN QUEEN MINING CO. LTD. 

         

	 	By:	“Brenda Dayton”
	 	 	Name: Brenda Dayton
	 	 	Title:    Corporate Secretary


 




    - 56 - 


     


    

 


	 	COMPUTERSHARE TRUST COMPANY OF CANADA

         

	 	By:	“Jill Dunn”
	 	 	Name:Jill Dunn
	 	 	Title: Corporate Trust Officer
	 	 	 
	 	By:	“Ellis Amabel”
	 	 	Name:Ellis Amabel
	 	 	Title: Associate Trust Officer


 




    - 57 - 


     


    

 


SCHEDULE “A”


 


Form
of Warrant


 


WARRANT


 


To acquire Common Shares of


 


GOLDEN QUEEN MINING CO. LTD.


 


(incorporated pursuant to the laws of the Province
of British Columbia)


 


	 

        Warrant

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

         

        CUSIP [*]

         

        ISIN CA [*]



 


THIS IS TO CERTIFY THAT, for value
received, 


 


 






 


(the “Warrantholder”) is
the registered holder of the number of common share purchase warrants (the “Warrants”) of Golden Queen Mining
Co. Ltd. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and
subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 5:00 p.m. (Vancouver
time) (the “Expiry Time”) on July 25, 2019 (the “Expiry Date”), one fully paid and non-assessable
common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”)
for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.


 


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


 


(a)       
duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and


 




    A-1  


     


    

 


(b)       surrendering
this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at the principal
offices of the Warrant Agent, in the city of Vancouver or the City of Toronto, together with a certified cheque, bank draft or
money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase
price of the Common Shares so subscribed for.


 


The surrender of this Warrant Certificate,
the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery
thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal
offices as set out above.


 


Subject to adjustment thereof in the events
and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share
upon the exercise of each whole Warrant shall be $2.00 per Common Share (the “Exercise Price”).


 


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


 


This Warrant Certificate evidences Warrants
of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments
supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of July [*], 2016
between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby
made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the
terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture
were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder,
on request and without charge, a copy of the Warrant Indenture.


 


On presentation at one of the principal offices
of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable
requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling
the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s)
so exchanged.


 




    A-2  


     


    

 


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


 


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


 


Pursuant to Section 3.3 of the Warrant Indenture,
if at any time following the initial effectiveness of the shelf registration statement filed with the United States Securities
Commission under the U.S. Securities Act of 1933, as amended, registering the Common Shares issuable upon exercise of the Warrants
(the “Registration Statement”) and prior to the Expiry Date, the Corporation determines that such Registration
Statement is not effective or the prospectus contained therein is not available for the issuance of the Common Shares, the Corporation
shall promptly provide written notice of such determination to the Warrant Agent. Upon receipt of such notice, the Warrant Agent
shall provide a copy thereof to each Registered Warrantholder, and confirm in writing that the then outstanding Warrants may,
until the earlier of the Registration Statement becoming effective or the Expiry Date, also be exercised by means of a “cashless
exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where: (a) (A) equals the Current Market Price on the trading day immediately
preceding the date of the receipt by the Warrant Agent of the notice of exercise; (b) (B) equals the Exercise Price of each Warrant,
as adjusted; and (c) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms
by means of a cash exercise rather than a cashless exercise.


 


Pursuant to Section 3.11(2) of the Warrant
Indenture, the Warrants evidenced hereby may not be exercised by any holder in the United States unless there is available to
such holder an exemption from any applicable state securities or “blue sky” laws for the issuance of the Common Shares
upon exercise of the Warrants and holders exercising in the United States will be required to provide to the Warrant Agent and
the Corporation evidence reasonably satisfactory to the Warrant Agent and the Corporation, including an opinion of counsel of
recognized standing, that the exercise of the Warrants is being made in compliance with all applicable state securities or “blue
sky” laws, including but not limited to including but not limited to evidence that the holder qualifies as an “institutional
investor” under the state securities laws and regulations of their state of domicile.


 




    A-3  


     


    

 


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


 


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


 


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


 


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


 


IN WITNESS WHEREOF the Corporation
has caused this Warrant Certificate to be duly executed as of ____________________________, 20______.


 


	 	 	Golden Queen Mining Co. Ltd.
	 	 	 	 
		 	By:	
		 	 	Authorized Signatory
	Countersigned and Registered by:	 	 	 
	 	 		
	COMPUTERSHARE TRUST COMPANY	 	 	 
	OF CANADA	 	 	 
	 	 	 	 	 
	By:	Authorized Signatory	 	 	 


 




    A-4  


     


    

 


FORM OF TRANSFER


 


To: Computershare
Trust Company of Canada



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

____________________________________________________________________________________________


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


 


DATED this ____ day of_________________,
20____.


 





	SPACE
    FOR GUARANTEES OF SIGNATURES (BELOW)	 	)	 
	 	 	) 	 
	 	 	 	 
	 	 	)	Signature
    of Transferor
		 		 
	 	 	)	 
	 	 	 	 
	 	 	)	 
	 	 	 	 
	Guarantor’s
    Signature/Stamp	 	)	Name
    of Transferor
	 	 	 	 
	 	 	)	 










 


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


  


	
    Gift	
    Estate	
    Private Sale	 Other
    (or no change in ownership)


 


	Date
    of Event (Date of gift, death or sale):	Value
    per Warrant on the date of event:


 


		 			CAD
    OR		USD


  




    A-5  


     


    

 


CERTAIN REQUIREMENTS RELATING TO TRANSFERS
– READ CAREFULLY


 


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


 


		·	Canada
                                         and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable
                                         Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks,
                                         savings banks, credit unions, and all broker dealers participate in a Medallion Signature
                                         Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion
                                         Guaranteed”, with the correct prefix covering the face value of the certificate.



 


		·	Canada:
                                         A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada,
                                         Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words
                                         “Signature Guaranteed”, sign and print their full name and alpha numeric
                                         signing number. Signature Guarantees are not accepted from Treasury Branches, Credit
                                         Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee
                                         Program. For corporate holders, corporate signing resolutions, including certificate
                                         of incumbency, are also required to accompany the transfer, unless there is a “Signature
                                         & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to
                                         a “Signature Guaranteed” Stamp) obtained from an authorized officer of the
                                         Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee
                                         with the correct prefix covering the face value of the certificate. 



 


		·	Outside
                                         North America: For holders located outside North America, present the certificates(s)
                                         and/or document(s) that require a guarantee to a local financial institution that has
                                         a corresponding Canadian or American affiliate which is a member of an acceptable Medallion
                                         Signature Guarantee Program. The corresponding affiliate will arrange for the signature
                                         to be over-guaranteed. 



 




    A-6  


     


    

 


REASON FOR TRANSFER
– FOR US RESIDENTS ONLY


 


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


 




    A-7  


     


    

 


SCHEDULE “B”


 


EXERCISE FORM


 


		TO:	Golden Queen
                                         Mining Co. Ltd.



 


		AND TO:	Computershare
                                         Trust Company of Canada



3rd Floor, 510 Burrard
Street

Vancouver, BC V6C 2B9


 


The undersigned holder
of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire: [Please complete (a) or (b) below.]


 


(a) ____________ Common
Shares of Golden Queen Mining Co. Ltd. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common
Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the
Indenture for an aggregate exercise price of _________________; or


 


(b) ____________ Common
Shares of Golden Queen Mining Co. Ltd., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless
exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately
preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant,
as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their
terms by means of a cash exercise rather than a cashless


 


The
undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions
on resale under applicable securities legislation. If the undersigned is resident in the United States, in accordance
with Section 3.11(2) of the Warrant Indenture, the undersigned has provided herewith evidence reasonably satisfactory to the Corporation
and the Warrant Agent that the Warrants may be exercised and the Common Shares may be delivered to the undersigned in accordance
with all applicable state securities or “blue sky” laws.


 


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


 


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


 






    B-1  


     


    




 


	 

        Name(s) in Full and

        Social Insurance

        Number(s)

        (if applicable)
	 	Address(es)	 	Number of 

    Common Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


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


 


Once completed and executed,
this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust.


 


DATED
this ____day of _____, 20__.


 





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










  


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


 




    B-2