plth_ex46





 








Exhibit 4.6



10653918 CANADA INC.


 



as the Corporation



and

 



ODYSSEY TRUST COMPANY

 



as the Warrant Agent



and

 



CARPINCHO CAPITAL CORP.

 



as the Resulting Issuer

 



WARRANT INDENTURE



Providing for the Issue of Warrants

 



Dated as of April 26, 2018


 










 










 



TABLE OF CONTENTS

 



ARTICLE 1



INTERPRETATION


 




	

Section
1.1

	

Definitions

	

2


	

Section
1.2

	

Gender
and Number

	

5




	

Section
1.3

	

Headings,
Etc

	

5




	

Section
1.4

	

Day
not a Business Day

	

5




	

Section
1.5

	

Time
of the Essence

	

5




	

Section
1.6

	

Monetary
References

	

5




	

Section
1.7

	

Applicable
Law

	

6




	

Section
1.8

	

Completion
of the Transactions

	

6










ARTICLE 2



ISSUE OF WARRANTS

 




	

Section
2.1

	

Creation
and Issue of Warrants

	

6




	

Section
2.2

	

Terms
of Warrants

	

6




	

Section
2.3

	

Warrantholder
not a Shareholder

	

6




	

Section
2.4

	

Warrants
to Rank Pari Passu

	

7




	

Section
2.5

	

Form
of Warrants, Certificated Warrants

	

7




	

Section
2.6

	

Book
Entry Only Warrants

	

8




	

Section
2.7

	

Warrant
Certificate

	

9




	

Section
2.8

	

Register
of Warrants

	

10




	

Section
2.9

	

Issue
in Substitution for Warrant Certificates Lost, etc

	

10


	

Section
2.10

	

Exchange
of Warrant Certificates

	

10


	

Section
2.11

	

Transfer
and Ownership of Warrants

	

11


	

Section
2.12

	

Cancellation
of Surrendered Warrants

	

11








ARTICLE 3



EXERCISE OF WARRANTS




	

Section
3.1

	

Right
of Exercise

	

12


	

Section
3.2

	

Warrant
Exercise

	

12


	

Section
3.3

	
Prohibition on Exercise by Persons in the United States and U.S.
Persons
	

13




	

Section
3.4

	

Transfer
Fees and Taxes

	

13




	

Section
3.5

	

Warrant
Agency

	

13




	

Section
3.6

	

Effect
of Exercise of Warrants

	

14




	

Section
3.7

	

Partial
Exercise of Warrants; Fractions

	

14




	

Section
3.8

	

Expiration
of Warrants

	

14




	

Section
3.9

	

Accounting
and Recording

	

14




	

Section
3.10

	

Securities
Restrictions

	

14













 



ARTICLE 4



ADJUSTMENT OF NUMBER OF COMMON SHARES



AND EXERCISE PRICE 


 


	

Section
4.1

	

Adjustment
of Number of Common Shares and Exercise Price

	

15




	

Section
4.2

	

Entitlement
to Common Shares on Exercise of Warrant

	

17




	

Section
4.3

	

No
Adjustment for Certain Transactions

	

17




	

Section
4.4

	

Determination
by Independent Firm

	

17







	

Section
4.5

	

Proceedings
Prior to any Action Requiring Adjustment

	

17


	

Section
4.6

	

Certificate
of Adjustment

	

18




	

Section
4.7

	

Notice
of Special Matters

	

18




	

Section
4.8

	

No
Action after Notice

	

18




	

Section
4.9

	

Other
Action

	

18




	

Section
4.10

	

Protection
of Warrant Agent

	

18




	

Section
4.11

	

Participation
by Warrantholder

	

19




	

Section
4.12

	

Regulatory
Approval of Adjustments

	

19









 



 

- i -







 





 



ARTICLE 5



RIGHTS OF THE CORPORATION AND COVENANTS




	

Section
5.1

	

Optional
Purchases by the Corporation

	

19


	

Section
5.2

	

General
Covenants

	

19


	

Section
5.3

	

Warrant
Agent’s Remuneration and Expenses

	

20




	

Section
5.4

	

Performance
of Covenants by Warrant Agent

	

20


	

Section
5.5

	

Enforceability
of Warrants

	

20











ARTICLE 6



ENFORCEMENT


	

Section
6.1

	

Suits
by Warrantholders

	

20


	

Section
6.2

	

Suits
by the Corporation

	

20




	

Section
6.3

	

Immunity
of Shareholders, etc

	

21




	

Section
6.4

	

Waiver
of Default

	

21








 


 ARTICLE
7



MEETINGS OF REGISTERED WARRANTHOLDERS

 


	

Section
7.1

	

Right
to Convene Meetings

	

21




	

Section
7.2

	

Notice

	

21




	

Section
7.3

	

Chairman

	

21




	

Section
7.4

	

Quorum

	

22




	

Section
7.5

	

Power
to Adjourn

	

22




	

Section
7.6

	

Show
of Hands

	

22




	

Section
7.7

	

Poll
and Voting

	

22




	

Section
7.8

	

Regulations

	

22




	

Section
7.9

	

Corporation
and Warrant Agent May be Represented

	

22




	

Section
7.10

	

Powers
Exercisable by Extraordinary Resolution

	

23




	

Section
7.11

	

Meaning
of Extraordinary Resolution

	

23




	

Section
7.12

	

Powers
Cumulative

	

23




	

Section
7.13

	

Minutes

	

24




	

Section
7.14

	

Instruments
in Writing

	

24




	

Section
7.15

	

Binding
Effect of Resolutions

	

24




	

Section
7.16

	

Holdings
by Corporation Disregarded

	

24













ARTICLE 8



SUPPLEMENTAL INDENTURES

 
	

Section
8.1

	Provision for
Supplemental Indentures for Certain Purposes	

24


	

Section
8.2


	Successor
Entities	

25













ARTICLE 9



CONCERNING THE WARRANT AGENT


 


	

Section
9.1

	

Warrant
Indenture Legislation

	

25




	

Section
9.2

	

Rights
and Duties of Warrant Agent

	

25




	

Section
9.3

	

Evidence,
Experts and Advisers

	

25




	

Section
9.4

	

Documents,
Monies, etc. Held by Warrant Agent

	

26




	

Section
9.5

	

Actions
by Warrant Agent to Protect Interest

	

27




	

Section
9.6

	

Warrant
Agent Not Required to Give Security

	

27




	

Section
9.7

	

Protection
of Warrant Agent

	

27




	

Section
9.8

	

Replacement
of Warrant Agent; Successor by Merger


	

28




	

Section
9.9

	

Conflict
of Interest

	

28




	

Section
9.10

	

Acceptance
of Agency

	

29




	

Section
9.11

	

Warrant
Agent Not to be Appointed Receiver

	

29




	

Section
9.12

	

Warrant
Agent Not Required to Give Notice of Default


	

29




	

Section
9.13

	

Anti-Money
Laundering

	

29




	

Section
9.14

	

Compliance
with Privacy Code

	

30








 



 

- ii -







 







ARTICLE 10 GENERAL

 




	

Section
10.1

	

Notice
to the Corporation and the Warrant Agent

	

30




	

Section
10.2

	

Notice
to Warrantholders

	

31




	

Section
10.3

	

Ownership
of Warrants

	

31




	

Section
10.4

	

Counterparts

	

31




	

Section
10.5

	

Satisfaction
and Discharge of Indenture

	

31




	

Section
10.6

	
Provisions of
Indenture and Warrants for the Sole Benefit of Parties and
Warrantholders	

31




	


Section 10.7 

	


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

	
32



	

Section
10.8

	

Severability

	

32




	

Section
10.9

	

Force
Majeure

	

32




	

Section
10.10

	

Assignment,
Successors and Assigns

	

32













 



SCHEDULES


SCHEDULE
“A” - FORM OF WARRANT CERTIFICATE


 


SCHEDULE
“B” - EXERCISE FORM


 



Schedule “C” FORM OF DECLARATION OF REMOVAL OF
LEGEND


 


 


 


 


 


 


 


 



 

- iii
-







 






 



WARRANT INDENTURE

 


THIS WARRANT INDENTURE
is dated as of April 26, 2018.
AMONG:


10653918 CANADA INC.,
a corporation existing under the
federal laws of the Canada (the “Corporation”)

 

 and
-

 


ODYSSEY TRUST COMPANY,
a trust company existing under the
laws of the Province of Alberta, and authorized to carry on
business in the Provinces of Alberta and British Columbia
(the



“Warrant Agent”)

 

 and
-

 


CARPINCHO CAPITAL CORP.,
a corporation existing under the
federal laws of Canada (“Carpincho”)

 


WHEREAS it is proposed that MM Development Company,
Inc. (“Planet
13”) will complete a
reverse takeover of Carpincho, an unlisted reporting issuer in
certain jurisdictions in Canada, which is expected to involve: (i)
the consolidation of the common shares of Carpincho on the basis of
0.875 of one (1) new common share of Carpincho for every one (1)
existing common share of Carpincho (the “Consolidation”);
(ii) the acquisition (the
“Acquisition”)
of all of the common shares and
restricted voting shares of Planet 13, on the terms and conditions
of a share exchange agreement (the “Share Exchange
Agreement”) between
Carpincho, Planet 13, and the shareholders of Planet 13; and (iii)
the amalgamation (together with the Acquisition, the
“Transactions”)
of a wholly-owned subsidiary of
Carpincho (“Subco”)
with the Corporation, on the terms and
conditions of an amalgamation agreement (the “Amalgamation
Agreement”) between
Carpincho, Subco and the Corporation, whereby the holders of the
Common Shares and Warrants will receive Carpincho Shares and
warrants to acquire Carpincho Shares on a one for one basis on
completion of the Transactions;

 


AND WHEREAS in connection with, and prior to the completion
of, the Transactions, the Corporation proposes to issue up to
37,500,000 Subscription Receipts pursuant to which up to 37,500,000
units (the “Units”)
will be issuable upon the satisfaction
of certain escrow release conditions, and with each Unit comprised
of one Common Share and one-half of one
Warrant;

 


AND WHEREAS the Corporation is proposing to issue up to
18,750,000 Warrants in accordance with this Indenture pursuant to
the Subscription Receipts;

 


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


 




 

1








 






 


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

 


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

 


AND WHEREAS the foregoing recitals are made as representations
and statements of fact by the Corporation and Carpincho 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 date hereof 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 a
firm of professional 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, and (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 Based System” means the book-based securities registration and
transfer system administered by the Depository in accordance with
its operating rules and procedures in force from time to
time;

 



“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;

 



“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 Toronto, Ontario or in the City of
Calgary, Alberta;

 



“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;

 



“CSE” means the
Canadian Securities Exchange;

 



 

2







 





 



“Carpincho” means
Carpincho Capital Corp.;

 



“Carpincho Shares” means common shares in the capital of Carpincho as
constituted following the completion of the
Consolidation;

 



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

 



“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(1);

 



“Corporation” means
10653918 Canada Inc., or any successor entity
thereto;

 



“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, acceptable to the Warrant Agent, 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 closing price per Common Share for such
Common Shares for each day there was a closing price for the twenty
(20) consecutive Trading Days ending five (5) days prior to such
date on the CSE or if on such date the Common Shares are not listed
on the CSE, 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, acting
reasonably;



“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 on its Common
Shares;

 



“Effective Date” means the date on which the Carpincho Shares
commence trading on the CSE after the completion of the
Transactions;

 



“Exchange Rate” means the number of Common Shares subject to the
right of purchase under each Warrant, which, at the date of this
Indenture, is one (1) Common Share;

 



“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 whole Common Share may be
purchased by the exercise of a Warrant, which is initially $1.40
per Common Share, payable in immediately available Canadian funds,
subject to adjustment in accordance with the provisions of this
Indenture;

 



“Expiry Date” means
the date which is twenty four (24) months following the Effective
Date;

 



“Expiry Time” means
4:00 p.m. (Toronto time) on the Expiry Date;


 



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


 



“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
the date the Warrants are issued pursuant to the Subscription
Receipts;

 



 

3







 





 



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

 



“QIB Purchaser” means a Qualified Institutional Buyer who first
purchased Subscription Receipts on the date of original issuance of
the Subscription Receipts and who, in connection with such
purchase, executed a U.S. Subscription
Agreement;

 



“Qualified Institutional Buyer” means a qualified institutional buyer as that term
is defined in Rule 144A under the U.S. Securities
Act;

 



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



“Regulation S” means Regulation S adopted 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);

 



“Shareholders” means holders of Common
Shares;

 



“Subscription Receipts” means, collectively, the up to 37,500,000
subscription receipts to be issued by the Corporation prior to the
completion of the Transactions pursuant to a brokered and
non-brokered private placement;

 



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

 



“this Warrant Indenture”, “this Indenture”,
“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 CSE 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;

 



“Transactions” has
the meaning set forth in the recitals;

 



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

 



“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;

 



“Units” has the
meaning set forth in the recitals above;

 



“U.S. Accredited Investor” means an “accredited investor” within
the meaning of Rule 501(a) of Regulation D under the U.S.
Securities Act;

 



“U.S. Accredited Investor Purchaser”
means a U.S. Accredited Investor who
first purchased Subscription Receipts on the date of original
issuance of the Subscription Receipts and who, in connection with
such purchase, executed a U.S. Subscription
Agreement;

 



“U.S. Person” means
a U.S. person as that term is defined in Rule 902(k) of Regulation
S;

 



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

 



 

4







 





 



“U.S. Subscription Agreement" means the U.S. subscription agreement delivered to
and executed by QIB Purchasers or U.S. Accredited Investors of the
Subscription Receipts in the United States or that are U.S.
Persons;

 



“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 18,750,000 Common Shares (subject to adjustment as herein
provided) at the Exercise Price prior to the Expiry Time and, where
the context so requires, also means the Warrants issued and
Authenticated hereunder, whether by way of Warrant Certificate or
Uncertificated Warrant;

 



“Warrant Agency” means the principal office of the Warrant Agent in
the City of Calgary, or such other place as may be designated in
accordance with Section 3.5;

 



“Warrant Agent” means Odyssey Trust Company, in its capacity as
warrant agent of the Warrants, or its 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 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;

 



“Warrantholders’ Request” means an instrument signed in one or more
counterparts by Warrantholders holding in the aggregate not less
than 50% of the aggregate number of Warrants then unexercised and
then-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 one duly authorized
signatory of the Corporation and may consist of one or more
instruments so executed.

 




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 to be
taken or given hereunder is not a Business Day, then such action or
notice shall be required 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 of this Indenture.


 




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.

 



 

5







 





 




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 of Ontario and the federal laws of Canada
applicable therein and shall be treated in all respects as Ontario
contracts. Each of the parties hereto, which shall include the
Warrantholders, irrevocably attorns to the exclusive jurisdiction
of the courts of the Province of Ontario with respect to all
matters arising out of this Indenture and the transactions
contemplated herein.

 




Section 1.8


Completion of the Transactions.





 


Immediately
upon completion of the Transactions:

 




(1)

Carpincho,
which, following completion of the Transactions will be renamed
“Planet 13 Holdings Inc.”, assumes and agrees to
perform all obligations of the Corporation under this Indenture,
and the Warrant Agent hereby agrees to such
assumption;





 




(2)

the
holder shall be entitled to receive upon the exercise of a Warrant
and payment of the Exercise Price, and the holder shall accept, in
lieu of the number of Common Shares that prior to the completion of
the Transactions the holder would have been entitled to receive,
the number of Carpincho Shares determined in accordance with
Section 4.1(d); and





 




(3)

in
accordance with Section 4.1(h), the term “Common
Shares” where used in this Indenture shall be interpreted to
mean Carpincho Shares, and the term “Corporation” where
used in this Indenture shall be interpreted to mean
Carpincho.





 



ARTICLE 2



ISSUE OF WARRANTS

 



Section 2.1 Creation and Issue of Warrants.

 


A
maximum of 18,750,000 Warrants (subject to adjustment as herein
provided) are hereby authorized to be issued in accordance with the
terms and conditions hereof. By written order of the Corporation
confirming that all conditions to the issuance of the Warrants
pursuant to the Subscription Receipts are satisfied, the Warrant
Agent shall create and issue the Warrants in accordance with the
written order of the Corporation. The Warrant Agent shall deliver
Warrant Certificates to Warrantholders and record the name of the
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 Articles
having been satisfied and subject to adjustment in accordance
herewith, 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.





 



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.

 



 

6







 





 



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.

 




(1)

The
Warrants, as well as all certificates or written notices issued in
exchange for or in substitution of such Warrants or written
notices, issued prior to the completion of the Transactions, shall
bear the following legend:





 


“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE
SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER
OF (i) [INSERT:
DATE OF DISTRIBUTION], AND (ii)
THE DATE THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR
TERRITORY.”

 




(2)

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
2.8.





 




(3)

Upon
the original issuance of the Warrants (both prior to the completion
of the Transactions and post-Transactions) and until such time as
it is no longer required under applicable requirements of the U.S.
Securities Act or applicable state securities laws, all
certificates representing the Warrants issued to or for the account
or benefit of, a U.S. Accredited Investor and all certificates
issued in exchange therefor or in substitution thereof, shall bear
a legend or other provision to the following effect:





 


“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE
SECURITIES MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR
THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED
STATES UNLESS THESE SECURITIES AND THE UNDERLYING SECURITIES HAVE
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND
“U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
U.S. SECURITIES ACT.”

 




(4)

Neither
the Warrants issued prior to the completion of the Transactions nor
the Common Shares issuable upon exercise of the Warrants prior to
the completion of the Transactions have been or will be registered
under the U.S. Securities Act or under any United States state
securities laws. Any Warrant Certificate or certificated Common
Shares issued to, or for the account or benefit of, a U.S.
Accredited Investor prior to the completion of the Transactions and
each Warrant Certificate or certificated Common Shares issued in
exchange therefor or in substitution thereof shall bear, for so
long as required by the U.S. Securities Act or applicable state
securities laws, the following legend or such variations thereof as
the Corporation may prescribe from time to time:





 


“THE
OFFER AND SALE OF SECURITIES REPRESENTED HEREBY [AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY [AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF] MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR
(B) OUTSIDE THE UNITED STATES TO A PERSON WHO IS NOT A “U.S.
PERSON” (AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES
ACT) IN ACCORDANCE WITH AN APPLICABLE EXEMPTION UNDER THE U.S.
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF
THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN
SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA.”


 




 

7








 








(5)

Neither
the Warrants issued post-Transactions nor the Common Shares
issuable upon exercise of the Warrants post-Transactions have been
or will be registered under the U.S. Securities Act or under any
United States state securities laws. Any Warrant Certificate or
certificated Common Shares issued to, or for the account or benefit
of, a U.S. Accredited Investor post-Transactions and each Warrant
Certificate or certificated Common Shares issued in exchange
therefor or in substitution thereof shall bear, for so long as
required by the U.S. Securities Act or applicable state securities
laws, the following legend or such variations thereof as Carpincho
may prescribe from time to time:





 


“THE
SECURITIES REPRESENTED HEREBY [for post-Transactions Warrants
include: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR
ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES
ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS;
(C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE
U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A
THEREUNDER, IF AVAILABLE AND IN COMPLIANCE WITH STATE SECURITIES OR
(D) WITHIN THE UNITED STATES, WITH ANY OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, PROVIDED, IN THE CASE OF AN OFFER, SALE,
ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER TRANSFER PURSUANT TO
(C)(i) OR (D), THE HOLDER SHALL HAVE PROVIDED TO THE CORPORATION AN
OPINION OF COUNSEL TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE
EFFECTED WITHOUT REGISTRATION UNDER THE U.S. SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS, WHICH OPINION AND COUNSEL MUST BE
SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY
NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR
ELSEWHERE.”

 


provided,
that if the securities issued
post-Transactions are being sold under clause (B) above (and in
compliance with Canadian local laws and regulations), the legend
set forth above may be removed by providing a declaration and
broker letter in the forms attached as Schedule “C” to
this Indenture, or in such form as Carpincho, may from time to time
prescribe, together with such other documentation as Carpincho may
reasonably require, including, but not limited to, an opinion of
counsel of recognized standing or other evidence of exemption, in
either case reasonably satisfactory to Carpincho, to the effect
that the sale of the securities is being made in compliance with
Rule 904 of Regulation S under the U.S. Securities Act;
and

 


provided
further, that, if any of the
securities issued post-Transactions are being sold pursuant to Rule
144 of the U.S. Securities Act, the legend may be removed by
delivery to the Transfer Agent of an opinion of counsel of
recognized standing in form and substance reasonably satisfactory
to Carpincho, to the effect that the legend is no longer required
under applicable requirements of the U.S. Securities
Act.

 



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 2.8 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:





 




(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;





 




(f)

the
Warrant is to be Authenticated to or for the account or benefit of
a QIB Purchaser or U.S. Accredited Investor; or





 




(g)

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 certificate of the Corporation giving notice to the
Warrant Agent of the occurrence of any event outlined in this
Section 2.6(2)(a)-(f).





 



 

8







 





 




(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.





 




(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
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 2.7 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 and the Corporation. 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.





 




(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.





 



 

9







 





 



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;





 




(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 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.

 


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.

 



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.





 



 

10







 





 



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
Certificate 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,
in the case of a Warrant Certificate, 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.





 




(3)

If
a Warrant Certificate tendered for transfer bears the legend set
forth in or Section 2.5(4), the Warrant Agent shall not register
such transfer unless the transferor has provided the Warrant Agent
with the Warrant Certificate and the holder certifies in the form
of transfer, either (A) the transfer is made to the Corporation; or
(B) the transfer is made outside of the United States in a
transaction meeting the requirements of Rule 904 of Regulation S
and in compliance with applicable local laws and
regulations.





 




(4)

If
a Warrant Certificate tendered for transfer bears the legend set
forth in Section 2.5(5), the Warrant Agent shall not register such
transfer unless the transferor has provided the Warrant Agent with
the Warrant Certificate and the holder certifies in the form of
transfer, either (A) the transfer is made to the Corporation; or
(B) the transfer is made outside of the United States in a
transaction meeting the requirements of Rule 904 of Regulation S
and in compliance with applicable local laws and regulations; or
(C) the transfer is being made pursuant to the exemption from the
registration requirements of the U.S. Securities Act provided by
(i) Rule 144A under the U.S. Securities Act, if available, or (ii)
Rule 144 under the U.S. Securities Act, if available, and, in each
case, in accordance with applicable state securities laws; or (D)
the transfer is being made pursuant to another transaction that
does not require registration under the U.S. Securities Act or any
applicable state securities laws, provided further that in the case
of transfer pursuant to (C)(ii) or (D) the Corporation shall first
have received an opinion of counsel of recognized standing, or
other evidence, in either case in form and substance reasonably
satisfactory to the Corporation, to the effect that the proposed
transfer may be effected without registration under the U.S.
Securities Act and applicable state securities laws.





 



Section 2.12 Cancellation of Surrendered Warrants.

 


All
Warrant Certificates surrendered pursuant to Section 2.9, Section
2.10, Section 2.11, Articles or Section 5.1 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.

 



 

11







 





 



ARTICLE 3



EXERCISE OF WARRANTS 


 



Section 3.1 Right of
Exercise.


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

 




Section 3.2 


Warrant Exercise.





 


(1) 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 (a
“Confirmation”)
in a manner acceptable to the Warrant
Agent, including by electronic means through a book based
registration system, including CDSX. An electronic exercise of the
Warrants initiated by the Book Entry Only Participant through a
Book Based System, including CDSX, shall constitute a
representation to both the Corporation and the Warrant Agent that
the beneficial owner at the time of exercise of such Warrants (a)
is not in the United States; (b) is not a U.S. Person and is not
exercising such Warrants on behalf of a U.S. Person or a person in
the United States; and (c) did not execute or deliver the notice of
the owner’s intention to exercise such Warrants in the United
States. If the Book Entry Only Participant is not able to make or
deliver the foregoing representation by initiating the electronic
exercise of the Warrants, then such Warrants shall be required to
be withdrawn from the Book Based System by the Book Entry Only
Participant and an individually registered Warrant Certificate
shall be issued by the Warrant Agent to such beneficial owner or
Book Entry Only Participant and the exercise procedures set forth
in Section 3.2(1) shall be followed (and provided, for greater
certainty, that the foregoing does not apply, in the case of a OlB
Purchaser who complies with Section 3.3(2)).

 




(2)

Subject
to Section 3.3(2) below, the Warrants may not be exercised by or on
behalf of a person in the United States or a U.S.
Person.





 




(3)

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 the 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 causing the issuance to the Depository
through the book entry registration system of 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.





 




(4)

By
causing a Book Entry Only Participant to deliver notice to the
Depository, a beneficial holder 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 of the Warrants and
the receipt of Common Shares in connection with the obligations
arising from such exercise.





 




(5)

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 beneficial
holder’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.





 




(6)

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 or
Exercise Notice need not be executed by the
Depository.





 




(7)

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.





 



 

12







 





 




(8)

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 Warrantholders.





 




(9)

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.





 




(10)

Any
Warrant with respect to which a Confirmation or valid exercise 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 Prohibition on Exercise by Persons in the United States
and U.S.



Persons

 




(1)

Subject
to Section 3.3(2) below, (i) Warrants may not be exercised within
the United States or by or on behalf of any person in the United
States or U.S. Person; and (ii) no Common Shares issued upon
exercise of Warrants may be delivered to any address in the United
States.





 


Notwithstanding
Section 3.2(2) or Section 3.3(1), (i) Warrants may be exercised in
the United States or by or on behalf of a person in the United
States or U.S. Person, and (ii) Common Shares issued upon exercise
of any such Warrants may be delivered to an address in the United
States, provided that the person exercising the Warrants is a QIB
Purchaser or a U.S. Accredited Investor Purchaser with respect to
those Warrants that originally executed a U.S. Subscription
Agreement or has provided an opinion of counsel of recognized
standing in form and substance reasonably satisfactory to the
Corporation that the exercise of the Warrants and the issuance of
the Common Shares are exempt from the registration requirements of
the U.S. Securities Act and applicable state securities
laws.


 




(2)

If
certificates representing Common Shares are issued prior to the
completion of the Transactions upon the exercise of Certificated
Warrants which bear the legends set forth in Section 2.5(3) and
Section 2.5(4) and which are issued pursuant to Box (c) or (d) of
the Exercise Form, upon such issuance of certificated Common Shares
they shall bear the legend set forth in Section
2.5(4).





 




(3)

If
certificates representing Common Shares are issued
post-Transactions upon the exercise of Certificated Warrants which
bear the legends set forth in Section 2.5(3) and Section 2.5(4) and
which are issued pursuant to Box (c) or (d) of the Exercise Form,
upon such issuance of certificated Common Shares they shall bear
the legend set forth in Section 2.5(5).





 




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 as set
forth in Schedule “A” 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
Warrantholders showing the number of Warrants held by each such
Registered Warrantholder.

 



 

13







 





 



Section 3.6 Effect of Exercise of Warrants.

 


(1)
Upon the exercise of Warrants pursuant to and in compliance with
Section 3.2 and subject to Section 3.3, 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 on 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 or direct 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 and any fractional Common Shares
shall be rounded down to the nearest whole number.





 




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 as agent for,
and shall be segregated and kept apart by the Warrant Agent for,
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 Common 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 Warrant Agent in exchange for a certificate that
does not bear such legends.

 


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.

 



 

14







 







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 the Warrants 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);





 


(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 Share 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.
Such adjustment will be made successively whenever such a record
date is fixed, provided that if two or more such record dates or
record dates referred to in this Section 4.1(b) are fixed within a
period of 25 Trading Days, such adjustment will be made
successively as if each of such record dates occurred on the
earliest of such record dates;





 




(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 person (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 CSE 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;





 



 

15







 





 




(d)

if and whenever at any time during the Adjustment
Period there is a reclassification or redesignation 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, merger or other form of business combination of the
Corporation with or into any other body corporate, trust,
partnership or other entity that results in any reclassification of
the Common Shares or any change or exchange of the Common Shares
into or for other securities, including, without limitation, any
exchange of the Common Shares for other securities upon completion
of the Transactions, or any sale, lease, exchange, transfer or
conveyance of the property, undertaking and assets of the
Corporation as an entirety or substantially as an entirety to any
other body corporate, trust, partnership or other entity (any of
such events being a “Capital
Reorganization”), any
Registered Warrantholder who has not exercised its right of
acquisition prior to the effective date of such Capital
Reorganization, 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 Capital
Reorganization, that such Registered Warrantholder would have been
entitled to receive on such Capital Reorganization, 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 Capital
Reorganization, 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 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, any successor to
the Corporation or such purchasing body corporate, partnership,
trust or other entity 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, redesignations,
capital reorganizations, arrangements, amalgamations,
consolidations, mergers, sales or conveyances;





 




(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 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;





  



 

16







 





 





(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





 




(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 stock option plan, 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.

 



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.


 





 

17







 





 






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, if requested by the Warrant Agent. 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 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 Warrantholders of such adjustment computation.


 







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 completing the Transactions
or an action described in Section 4.1, which in the reasonable
opinion of the directors of the Corporation would materially affect
the rights of 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 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.





 



 

18







 





 











Section 4.11


Participation by Warrantholder.







 


No
adjustments shall be made pursuant to this Article 4 if the
Warrantholders are entitled to participate in any event described
in this Article 4 on the same terms, mutatis mutandis, as if the
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 may be subject to the prior written consent of the
CSE.

 



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
Corporation covenants with the Warrant Agent for the benefit of the
Warrant Agent and the Warrantholders that so long as any Warrants
remain outstanding:

 




(a)

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





 




(b)

it
will cause the Common Shares 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 commercially reasonable efforts to maintain its existence;
provided that this clause shall not be construed as limiting or
restricting the Corporation from agreeing to a consolidation,
amalgamation, arrangement, takeover bid or merger even if the
consideration being offered are not securities that are listed and
posted for trading on a recognized Canadian stock exchange,
provided that such transaction has been approved in accordance with
the requirements of applicable corporate and securities laws and
the rules and policies of the applicable stock
exchange;





 




(e)

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






 




19








 






 




(f)

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.





 



Carpincho
covenants with the Warrant Agent for the benefit of the Warrant
Agent and the Warrantholders that so long as any Warrants remain
outstanding following completion of the Transactions:

  






(a)

it
will use commercially reasonable 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 CSE (or such other Canadian 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 such exchanges, so long as 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 such exchanges or the holders of Common Shares receive
securities of an entity which is listed on a stock exchange in
Canada or cash; and













(b)

it 
will
make all requisite filings under and otherwise take all requisite
steps under and satisfy applicable Canadian securities legislation
including those filings and other steps 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.






 





Section 5.3


General
Covenants. 
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 its duties
and obligations hereunder (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
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 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.

 



ARTICLE 6



ENFORCEMENT

 




Section 6.1



Suits by 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
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 cause the
cancellation of the share certificates and amend the securities
register accordingly.

 



 

20







 





 




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. Only the
Corporation shall be bound in respect hereof.

 




Section 6.4


Waiver of Default.





 


Upon
the happening of any default hereunder:

 




(a)

the
Warrantholders of not less than a majority 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;





 


provided
that no delay or omission of the Warrant Agent or of the
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 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
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 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 Warrantholders, as the case
may be, may convene such meeting. Every such meeting shall be held
in the City of Toronto, in the Province of Ontario, 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
Warrantholders shall be given to the 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 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.

 




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 Warrantholders present in
person or by proxy shall choose an individual present to be
chairman.


 



 

21







 






 



Section 7.4 Quorum.

 


Subject
to the provisions of Section 7.11, at any meeting of the
Warrantholders a quorum shall consist of Registered
Warrantholder(s) present in person or by proxy holding at least 25%
of the then outstanding Warrants. If a quorum of the Warrantholders
shall not be present within thirty minutes from the time fixed for
holding any meeting, the meeting, if summoned by 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
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 hold at least 25% of
the aggregate number of all then outstanding Warrants.

 




Section 7.5 


Power to Adjourn.





 


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

 




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.

 




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 Warrantholders acting in person
or by proxy and holding in the aggregate at least 5% of the
aggregate number of 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 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 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 Warrantholders or proxies of
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
Warrantholders.

 



 

22







 





 



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 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 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
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 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 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
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;





 




(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: (i)
proposed at a meeting of 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
Warrantholders holding in the aggregate at least 25% of the
aggregate number of Warrants then outstanding and passed by the
affirmative votes of Warrantholders holding not less than 66
1/3%
of the aggregate number of Warrants then outstanding at the meeting
and voted on the poll upon such resolution; or (ii) in writing
signed by the holders of at least 66 2/3%
of the then outstanding Warrants on any matter that would otherwise
be voted upon at a meeting called to approve such resolution as
contemplated in this Section 7.11(1).
outstanding
Warrants are not present in person or by proxy at such adjourned
meeting.






 




(2)

If,
at the meeting at which an Extraordinary Resolution is to be
considered, Warrantholders holding at least 25% of the aggregate
number of Warrants then outstanding are not present in person or by
proxy within 30 minutes after the time appointed for the meeting,
then the meeting, if convened by Warrantholders or on a
Warrantholders’ Request, shall be dissolved; but in any other
case it shall stand adjourned to such day, being not less than 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 Warrantholders
present in person or by proxy shall form a quorum but it shall not
be necessary to set forth the purposes for which the meeting was
originally called or any other particulars. At the adjourned
meeting the Warrantholders present in person or by proxy shall form
a quorum and may transact the business for which the meeting was
originally convened and a resolution proposed at such adjourned
meeting and passed by the requisite vote as provided in Section
7.11(1) shall be an Extraordinary Resolution within the meaning of
this Indenture notwithstanding that Warrantholders holding at least
25% of the aggregate number of the then outstanding Warrants are
not in person or by proxy at such adjourned meeting.





 




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

 



 

23







 





 




Section 7.13 


Minutes.





 


Minutes
of all resolutions and proceedings at every meeting of
Warrantholders shall be made and duly entered in books to be
provided from time to time for that purpose by the Warrant Agent at
the expense of the Corporation, and any such minutes as aforesaid,
if signed by the chairman 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 Warrantholders at a meeting held as
provided in this Article 7 may also be taken and exercised by
Warrantholders holding not less than a majority or in the case of
an Extraordinary Resolution, 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
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 by holders of
not less than 66 2/3%
of the aggregate number of all of the then outstanding
Warrants.

 




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
Warrantholders shall be binding upon all the Warrantholders,
whether present at or absent from such meeting, and every
instrument in writing signed by Warrantholders in accordance with
Section 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.






 



Section 7.16 Holdings by Corporation Disregarded.

 


In
determining whether Warrantholders are holding the required number
of Warrants at a meeting of Warrantholders for the purpose of
determining a quorum or have concurred in any consent, waiver,
Extraordinary Resolution, Warrantholders’ Request or other
action under this Indenture, Warrants owned legally or beneficially
by the Corporation 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 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
Warrantholders;





 




(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
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;





 



 

24







 





 




(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; and





 




(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 Warrantholders are in no way prejudiced
thereby.





 



Section 8.2 Successor Entities.

 


Except in relation to the Transactions, 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. For greater certainty, Section 1.8
shall apply to the Transactions.

 



ARTICLE 9



CONCERNING THE WARRANT AGENT


 



Section 9.1 Warrant 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
negligence, wilful misconduct, bad faith or
fraud.







 




(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 Warrantholders hereunder shall be conditional
upon the 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
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.





 



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 the Warrant Agent examines the
same and determines that such evidence complies with the applicable
requirements of this Indenture.





 






25







 





 




(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)


Whenever Applicable
Legislation requires that evidence referred to in Subsection 9.3(1)
be in the form of a statutory declaration, the Warrant Agent may
accept such statutory declaration in lieu of a certificate of the
Corporation required by any provision hereof. Any such statutory
declaration may be made by one or more of the Chairman of the Board
and Chief Executive Officer, President and Chief Operating Officer,
Executive Vice-President, Vice-President, Secretary, Controller,
Treasurer, or any Assistant-Secretary or Assistant-Treasurer of the
Corporation.















(5)

Proof
of the execution of an instrument in writing, including a
Warrantholders' Request, by any Warrantholder may be made by the
certificate of a notary, solicitor or commissioner for oaths, or
other officer with similar powers, that the person signing such
instrument acknowledged to him the execution thereof, or by an
affidavit of a witness to such execution or in any other manner
which the Warrant Agent may consider adequate and in respect of a
corporate Warrantholder, shall include a certificate of incumbency
of such Warrantholder together with a certified resolution
authorizing the person who signs such instrument to sign such
instrument.





 




(6)

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. The Corporation shall pay or reimburse the
Warrant Agent for any reasonable fees, expenses and disbursements
of such counsel or advisors.





 




(7)

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.





 



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 9:00 a.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.






 



 

26







 






 




(4)

In
the event that the Warrant Agent does not receive a direction or
receives 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 Warrantholders.

 



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
whatsoever 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 (the
“Indemnified
Parties”) from and
against any and all liabilities whatsoever, losses (other than loss
of profits), damages (other than contingent damages), penalties,
claims, demands, actions, suits, proceedings, costs, charges,
assessments, judgments, 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 Indemnified Parties, or any of them, whether at law or
in equity, in any way caused by or arising, directly or indirectly,
in respect of any act, deed, matter or thing whatsoever made, done,
acquiesced in or omitted in or about or in relation to the
execution of the Indemnified Parties’ duties, or any other
services that the Indemnified Parties may provide in connection
with or in any way relating to this Indenture. The Corporation
agrees that its liability hereunder shall be absolute and
unconditional regardless of the correctness of any representations
of any third parties and regardless of any liability of third
parties to the Indemnified Parties, and shall accrue and become
enforceable without prior demand or any other precedent action or
proceeding; provided that the Corporation shall not be required to
indemnify the Indemnified Parties 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;





 




(f)

notwithstanding
the foregoing or any other provision of this Indenture, except for
any liability arising out of the Warrant Agent’s own gross
negligence, wilful misconduct, bad faith or fraud, 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;
and





 




(g)

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





 



 

27







 







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 Warrantholders by
Extraordinary Resolution shall have power at any time to remove the
existing Warrant Agent and to appoint a new warrant agent. In the
event of the Warrant Agent resigning or being removed as aforesaid
or being dissolved, becoming bankrupt, going into liquidation or
otherwise becoming incapable of acting hereunder, the Corporation
shall forthwith appoint a new warrant agent unless a new warrant
agent has already been appointed by the Warrantholders; failing
such appointment by the Corporation, the retiring Warrant Agent or
any Registered Warrantholder may apply to a judge of the Superior
Court of the Province of Ontario 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 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 Ontario 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 Warrantholders thereof in the manner provided
for in Section 10.2.





 




(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.





 



 

28







 






 


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.



 


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 Indenture 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
Indenture, 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 Indenture has
resulted in its being in non-compliance with any applicable
anti-money laundering, antiterrorist 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 Indenture, 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.





 



 

29







 





 



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.





 


The
Corporation 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 its acting as agent hereunder
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 or upon request, including
revisions thereto. Further, the Corporation 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 the Corporation has assured itself that
such individual understands and has consented to the aforementioned
uses and disclosures. 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.

 



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, if faxed or if emailed:

 

(a) If
to the Corporation:

 


10653918
Canada Inc. c/o Cassels


Brock
& Blackwell LLP Suite 2100,


Scotia
Plaza 40 King Street West


Toronto,
ON M5H 3C2


 


Email:
[REDACTED]

 



Attention: Jay Goldman

 

(b) If
to Carpincho:

 


181
University Avenue, Suite 800


Toronto,
Ontario M5H 2X7


Attention:
Lonnie Kirsh


 


Email:
[REDACTED]

 

(c) If
to the Warrant Agent:

 


Odyssey
Trust Company


Stock
Exchange Tower


350
- 300 5th Avenue SW


Calgary,
AB T2P 3C4


 


Email: [REDACTED]


Attention: Dan Sander

 



 

30







 





 




(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 email or other means of prepaid,
transmitted and recorded communication.





 



Section 10.2 Notice to Warrantholders.

 




(1)

Unless
otherwise provided herein, notice to the 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 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
Warrantholders to the address for such 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. 










 







(3)

Accidental
error or omission in giving notice or accidental failure to mail
notice to any Warrantholder will not invalidate any action or
proceeding founded thereon. 









 



Section 10.3 Ownership of Warrants.

 


The
Corporation and the Warrant Agent may deem and treat the
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.

 



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. Delivery of an executed copy of
this Indenture by electronic facsimile transmission or other means
of electronic communication capable of producing a printed copy
will be deemed to be execution and delivery of this Indenture as of
the date hereof.

 



Section 10.5 Satisfaction and Discharge of
Indenture.

 


Upon
the earlier of:

 




(1)

the date of the termination of the Share Exchange
Agreement or the Amalgamation Agreement; 










 





(2)


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 







 




(3)


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 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 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 Warrantholders.

 



31







 





 



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
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.



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.

 



10653918 CANADA INC.

 



By: /s/ Dennis
Logan


Name:
Dennis Logan


Title:
President and CEO

 



ODYSSEY TRUST COMPANY

 



By: /s/ Dan
Sander


Name:
Dan Sander


Title:
VP Corporate Trust

 



By: /s/ Jay
Campbell


Name:
Jay Campbell


Title:
President

 



CARPINCHO CAPITAL CORP.

 



By: /s/ Lonnie
Kirsh


Name:
Lonnie Kirsh


Title:
President

 



 

32







 







SCHEDULE“A”

 



FORM OF WARRANT

 



[For all Warrants issued prior to the completion of the
Transactions, include the following-.]

 



UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS
SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4
MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT: DATE
OF DISTRIBUTION] AND (II) THE
DATE THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR
TERRITORY.

 



[For Warrants issued to U.S. Accredited Investors prior to the
completion of the Transactions, include the
following-.]

 



THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPOFRATION, OR
(B) OUTSIDE THE UNITED STATES TO A PERSON WHO IS NOT A “U.S.
PERSON” IN ACCORDANCE WITH AN APPLICABLE EXEMPTION UNDER THE
U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS.

 



THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT,
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE
SECURITIES MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR
THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED
STATES UNLESS THESE SECURITIES AND THE UNDERLYING SECURITIES HAVE
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND
“U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
U.S. SECURITIES ACT.

 



[For Warrants issued to U.S. Accredited Investors
post-Transactions, include the following-.]

 



THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER
HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION; OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS
AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144
OR (ii) RULE 144A THEREUNDER, IF AVAILABLE AND IN COMPLIANCE WITH
STATE SECURITIES OR (D) WITHIN THE UNITED STATES, WITH ANY OTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED, IN THE CASE OF
AN OFFER, SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER TRANSFER
PURSUANT TO (C)(i) OR (D), THE HOLDER SHALL HAVE PROVIDED TO THE
CORPORATION AN OPINION OF COUNSEL TO THE EFFECT THAT THE PROPOSED
TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE U.S.
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, WHICH OPINION
AND COUNSEL MUST BE SATISFACTORY TO THE CORPORATION. DELIVERY OF
THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN
SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR
ELSEWHERE.


 



THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT,
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE
SECURITIES MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR
THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED
STATES UNLESS THESE SECURITIES AND THE UNDERLYING SECURITIES HAVE
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND
“U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
U.S. SECURITIES ACT.



WARRANT

 



To acquire Common Shares of



10653918 CANADA INC.

 



(existing pursuant to the federal laws of Canada)

 



 

33







 





 






	
Warrant Certificate No. _____


	
Certificate for _______ Warrants, each entitling the
holder to acquire one (10 Common Share (subject to adjustment as
provided for in the Warrant Indenture (as defined below)
 



	
 

	
 


	
 

	
 







 




CUSIPM

 


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 10653918 Canada Inc. (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. (Calgary time) (the
“Expiry
Time”) on
[●][INSERT
DATE THAT IS TWO YEARS FOLLOWING THE COMPLETION OF THE
TRANSACTIONS] (the
“Expiry
Date”), one fully paid
and nonassessable 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





 




(b)

surrendering this warrant certificate (the
“Warrant
Certificate”), with the
Exercise Form to the Warrant Agent at the principal office of the
Warrant Agent, in the City of Calgary, Alberta, 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 office 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
Warrants shall be $1.40 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
Warrants not so exercised. 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
April 26, 2018 among the Corporation, Carpincho Capital
Corp. (“Carpincho”)
and Odyssey Trust Company, as Warrant
Agent, to which Warrant Indenture reference is hereby made for
particulars of the rights of the holders of Warrants, the
Corporation, Carpincho 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.


 



Neither the Warrants nor the Common Shares issuable upon exercise
hereof have been or will be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities
Act”), or U.S. state
securities laws. The Warrants may not be exercised in the United
States, or by or on behalf of, or for the account or benefit of, a
U.S. person or a person in the United States, unless (i) this
Warrant and such Common Shares have been registered under the U.S.
Securities Act and the applicable laws of any such state, or (ii)
an exemption from such registration requirements is available and
the requirements set forth in the Exercise Form have been
satisfied. “United States” and “U.S.
person” are as defined in Regulation S under the U.S.
Securities Act.

 



On presentation at the principal office 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 representing in the aggregate an equal
number of Warrants as are held under the Warrant Certificate(s) so
exchanged.

 



 

34







 





 



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 holding a specific majority of
the Warrants.

 



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 Calgary, 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 presentes declarant qu’elles ont
exige que la presente convention, de meme que tous les documents
s’y rapportant, soient rediges en anglais.


 


 



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


 




 

35








 






 


IN WITNESS WHEREOF
the Corporation has caused this
Warrant Certificate to be duly executed as
of ,
2018.

 



10653918 CANADA INC.

 


By:   


Authorized
Signatory

 



ODYSSEY TRUST COMPANY

 


By:   


Name:


Title:


 


 


 




 

36








 










 



FORM OF TRANSFER

 



To: Odyssey Trust Company

 



FOR VALUE RECEIVED the
undersigned hereby sells, assigns and transfers to
(print
name and address) the Warrants represented by this Warrant
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.

 



In the case of a warrant certificate that contains U.S. restrictive
legends substantially in the form set forth in Section 2.5(3) and
2.5(4) of the Warrant Indenture, the undersigned hereby represents,
warrants and certifies that (one (only) of the following must be
checked):

 


□ (A) the transfer is being made only to the
Corporation; or

 


□ (B) the transfer is being made outside the United
States to a person who is not a “U.S. person” (as
defined by Regulation S under the U.S. Securities Act) in
accordance with an applicable exemption under the U.S. Securities
Act and applicable state securities laws.

 



In the case of a warrant certificate that contains U.S. restrictive
legends substantially in the form set forth in Section 2.5(3) and
Section 2.5(5) of the Warrant Indenture, the undersigned hereby
represents, warrants and certifies that (one (only) of the
following must be checked):

 


□ (A) the transfer is being made only to the
Corporation;

 


□ (B) the transfer is being made outside the United
States in compliance with Regulation S under the U.S. Securities
Act and in compliance with any applicable local securities laws and
regulations and the holder has provided herewith the Declaration
for Removal of Legend attached as Schedule “C” to the
Warrant Indenture;

 


□ (C) the transfer is being made pursuant to the
exemption from the registration requirements of the U.S. Securities
Act provided by Rule 144A under the U.S. Securities Act and in
accordance with applicable state securities laws;
or

 


□ (D) the transfer is being made pursuant to the
exemption from registration requirements of the U.S. Securities Act
provided by (i) Rule 144 under the U.S. Securities Act or (ii) in
another transaction that does not require registration under the
U.S. Securities Act or any applicable state securities laws, and in
each case the Corporation shall first have received an opinion of
counsel of recognized standing, or other evidence, in either case
in form and substance reasonably satisfactory to the Corporation,
to such effect.

 



 

37







 





 



DATED this day of , .

 


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

 



in ownership)


 

 



Estate


 

 



Private Sale


 

 



Other (or no change

 



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


 


 

 


 

 



CAD OR

 



USD




 

38








 










 



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.

 



OR

 



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. The signature(s) on this form must be guaranteed by an
authorized officer of Royal Bank of Canada, Scotia Bank or TD
Canada Trust whose sample signature(s) are on file with the
transfer agent, or by a member of an acceptable Medallion Signature
Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed
signatures are not acceptable as guaranteed signatures. The
Guarantor must affix a stamp bearing the actual words:
“SIGNATURE GUARANTEED”, “MEDALLION
GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN
GUARANTEE”, all in accordance with the transfer agent’s
then current guidelines and requirements at the time of transfer.
For corporate holders, corporate signing resolutions, including
certificate of incumbency, will also be required to accompany the
transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN
GUARANTEE” Stamp affixed to the Form of Transfer obtained
from an authorized officer of the Royal Bank of Canada, Scotia Bank
or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp
affixed to the Form of Transfer, with the correct prefix covering
the face value of the certificate.

 



REASON FOR TRANSFER - FOR US RESIDENTS ONLY

 



Consistent with US IRS regulations, Odyssey Trust Company 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).


 




 

39








 










 



SCHEDULE“B” EXERCISE FORM

 



TO: 10653918 Canada
Inc.

 



AND TO: Odyssey Trust
Company


Stock
Exchange Tower 350 - 300 5th Avenue SW Calgary, AB T2P
3C4

 


The
undersigned holder of the Warrants evidenced by this Warrant
Certificate hereby exercises the right to acquire:

 


Common
Shares of 10653918 Canada Inc. 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 .

 


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.

 



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 represents, warrants and certifies that (check
box (a), (b), (c) or (d) as applicable):

 

☐
(a)
the undersigned (i) is not in the United States; (ii) is not a U.S.
Person; (iii) is


not
exercising the Warrants on behalf of, or for the account or benefit
of, a U.S. Person or a person in the United States; (iv) did not
acquire the Warrants in the United States or on behalf of, or for
the account or benefit of, a U.S. Person or a person in the United
States; (v) did not receive an offer to exercise the Warrants in
the United States; (vi) did not execute or deliver this Exercise
Form in the United States; (vii) delivery of the underlying Common
Shares will not be to an address in the United States; and (viii)
has, in all other respects, complied with the terms of Regulation S
in connection herewith;

 

☐
(b)
the undersigned (i) is a Qualified Institutional Buyer as defined
in Rule 144A


under
the U.S. Securities Act, who first purchased Subscription Receipts
on the date of original issuance of the Subscription Receipts and
who, in connection with such purchase, executed a U.S. Subscription
Agreement; (ii) is exercising the Warrants for its own account or
for the account of a disclosed principal that was named in the U.S.
Subscription Agreement; (iii) is, and such disclosed principal, if
any, is a Qualified Institutional Buyer at the time of exercise of
these Warrants; and (iv) confirms the representations and
warranties made by the undersigned in the U.S. Subscription
Agreement including all applicable schedules attached thereto at
the time of the original purchase of the Subscription Receipts
remain true and complete as of the date hereof;

 

☐
(c)
the undersigned (i) is a U.S. Accredited Investor, who first
purchased


Subscription
Receipts on the date of original issuance of the Subscription
Receipts and who, in connection with such purchase, executed a U.S.
Subscription Agreement; (ii) is exercising the Warrants for its own
account or for the account of a disclosed principal that was named
in the U.S. Subscription Agreement; (iii) is, and such disclosed
principal, if any, is a U.S. Accredited Investor at the time of
exercise of these Warrants; and (iv) confirms the representations
and warranties made by the undersigned in the U.S. Subscription
Agreement including all applicable schedules attached thereto at
the time of the original purchase of the Subscription Receipts
remain true and complete as of the date hereof; or

 

☐
(d)
the undersigned (A) is (i) present in the United States, (ii) a
U.S. Person, (iii) a person
exercising the Warrants for the account or benefit of a U.S. Person
or a person in the United States, or (iv) requesting delivery in
the United States of the Common Shares issuable upon such exercise,
and (B) has an exemption from the registration requirements of the
U.S. Securities Act and all applicable state securities laws for
the exercise of the Warrants, and attached hereto is a written
opinion of U.S. counsel or other evidence in form and substance
reasonably satisfactory to the Corporation to that
effect.

 


If
the Warrants are being exercised prior to the completion of the
Transactions, then unless Box (a) or (b) above is checked,
certificates representing Common Shares will bear the legend set
forth in Section 2.5(4) of the Warrant Indenture.

 


If
the Warrants are being exercised post-Transactions, then unless Box
(a) or (b) above is checked, certificates representing Common
Shares will bear the legend set forth in Section 2.5(5) of the
Warrant Indenture.

 


If
Box (d) above is checked, holders are encouraged to consult with
the Corporation in advance to determine that the legal opinion
tendered in connection with the exercise will be satisfactory in
form and substance to the Corporation.

 


The
undersigned hereby exercises the right of such holder to be issued,
and hereby subscribes for, Common Shares that are issuable pursuant
to the exercise of such Warrants on the terms specified in such
Warrant Certificate and in the Warrant Indenture.

 



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
including the resale restrictions in the U.S. Subscription
Agreement applicable to QIB Purchasers and U.S. Accredited Investor
Purchasers.


 




 

40








 






 


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

 


	


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 Odyssey Trust Company, at Stock Exchange Tower, 350 -
300 5th Avenue SW, Calgary, AB T2P3C4.


 





	









41








 










 



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.




 

42








 










 



SCHEDULE“C”

 



FORM OF DECLARATION OF REMOVAL OF LEGEND

 



Declarations for Removal of Legend To: Odyssey Trust Company, as
Registrar and Transfer Agent for the [warrants/common shares] of
[Resulting Issuer] (the “Corporation”).

 



The undersigned (A) acknowledges that the sale of securities of the
Corporation to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States
Securities Act of 1933, as amended (the “U.S. Securities
Act”), and (B) certifies that (1) the undersigned is not (a)
an “affiliate” (as defined in Rule 405 under the U.S.
Securities Act) of the Corporation, (b) a “distributor”
as defined in Regulation S, or (c) an affiliate of a distributor;
(2) the offer of such securities was not made to a “U.S.
person” or to a person in the United States and either (a) at
the time the buy order was originated, the buyer was outside the
United States, or the seller and any person acting on its behalf
reasonably believed that the buyer was outside the United States,
or (b) the transaction was executed on or through the facilities of
the a “designated offshore securities market”, and
neither the seller nor any person acting on its behalf knows that
the transaction was prearranged with a buyer in the United States;
(3) neither the seller nor any affiliate of the seller nor any
person acting on any of their behalf has engaged or will engage in
any directed selling efforts in the United States in connection
with the offer and sale of such securities; (4) the sale is
bona fide
and not for the purpose of
“washing off the resale restrictions imposed because the
securities are “restricted securities” (as that term is
defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the
seller does not intend to replace such securities with fungible
unrestricted securities; and (6) the contemplated sale is not a
transaction, or part of a series of transactions, which, although
in technical compliance with Regulation S, is part of a plan or
scheme to evade the registration provisions of the U.S. Securities
Act. Terms used herein have the meanings given to them by
Regulation S under the U.S. Securities Act.

 



By:


Signature

 


 

 



Name (please print)

 


 

 



Date

 



AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN
ACCORDANCE WITH SECTION (B)(2)(b) ABOVE)

 



We have read the foregoing representations of our
customer,  (the



“Seller”) dated , with regard to our sale, for such Seller’s
account, of the



securities of the Corporation described therein, and on behalf of
ourselves we certify and affirm that (A) we have no knowledge that
the transaction had been prearranged with a buyer in the United
States, (B) the transaction was executed on or through the
facilities of a “designated offshore securities
market”, (C) neither we, nor any person acting on our behalf,
engaged in any directed selling efforts in connection with the
offer and sale of such securities, and (D) no selling concession,
fee or other remuneration is being paid to us in connection with
this offer and sale other than the usual and customary
broker’s commission that would be received by a person
executing such transaction as agent. Terms used herein have the
meanings given to them by Regulation S under the U.S. Securities
Act.

 


 

 



Name of Firm

 



By:


Authorized
officer

 



Date:     

 




 

43