Northern Dynasty Minerals Ltd.: Exhibit 4.1 - Filed by newsfilecorp.com






NOBILIS HEALTH CORP. 

as the Corporation 

and 

CST TRUST COMPANY 

as the Warrant Agent 

	 
	WARRANT INDENTURE 
	Providing for the Issue of Warrants 
	  
	Dated as of May 13, 2015 
	 






TABLE OF CONTENTS 

	 
     	 
    	Page
      No. 
	  	  	  
	  ARTICLE
      1  
	  INTERPRETATION  
	  	  	  
	Section
      1.1 	Definitions.
      	1
      
	Section
      1.2 	Gender
      and Number. 	5
      
	Section
      1.3 	Headings,
      Etc. 	5
      
	Section
      1.4 	Day
      not a Business Day. 	6
      
	Section
      1.5 	Time
      of the Essence. 	6
      
	Section
      1.6 	Monetary
      References. 	6
      
	Section
      1.7 	Applicable
      Law. 	6
      
	  	  	  
	  ARTICLE 2  
	  ISSUE OF
      WARRANTS  
	  	  	  
	Section
      2.1 	Creation
      and Issue of Warrants. 	6
      
	Section
      2.2 	Acceleration
      of Expiry Date 	6
      
	Section
      2.3 	Terms
      of Warrants. 	7
      
	Section
      2.4 	Warrantholder
      not a Shareholder 	7
      
	Section
      2.5 	Warrants
      to Rank Pari Passu. 	7
      
	Section
      2.6 	Form
      of Warrants, Certificated Warrants. 	7
      
	Section
      2.7 	Book
      Entry Only Warrants. 	8
      
	Section
      2.8 	Warrant
      Certificate 	10
      
	Section
      2.9 	Legends.
      	11
      
	Section
      2.10 	Register
      of Warrants 	13
      
	Section
      2.11 	Issue
      in Substitution for Warrant Certificates Lost, etc. 	14
      
	Section
      2.12 	Exchange
      of Warrant Certificates 	15
      
	Section
      2.13 	Transfer
      and Ownership of Warrants. 	15
      
	Section
      2.14 	Cancellation
      of Surrendered Warrants. 	16
      
	  	  	  
	  ARTICLE 3  
	  EXERCISE OF
      WARRANTS  
	  	  	  
	Section
      3.1 	Right
      of Exercise. 	16
      
	Section
      3.2 	Warrant
      Exercise. 	16
      
	Section
      3.3 	Prohibition
      on Exercise by U.S. Persons; Legended Certificates 	18
      
	Section
      3.4 	Transfer
      Fees and Taxes. 	20
      
	Section
      3.5 	Warrant
      Agency. 	20
      
	Section
      3.6 	Effect
      of Exercise of Warrant Certificates. 	21
      
	Section
      3.7 	Partial
      Exercise of Warrants; Fractions. 	21
      
	Section
      3.8 	Expiration
      of Warrants. 	21
      
	Section
      3.9 	Accounting
      and Recording. 	22
      
	Section
      3.10 	Securities
      Restrictions. 	22
      
	  	  	  
	  ARTICLE 4  
	  ADJUSTMENT OF NUMBER
      OF COMMON SHARES  
	  AND
      EXERCISE PRICE  
	  	  	  
	Section
      4.1 	Adjustment
      of Number of Common Shares and Exercise Price. 	22
      
	Section
      4.2 	Entitlement
      to Common Shares on Exercise of Warrant. 	26
      
	Section
      4.3 	No
      Adjustment for Certain Transactions. 	27
      
	Section
      4.4 	Determination
      by Independent Firm. 	27
      






TABLE OF CONTENTS
(continued)

	 	 	
 Page
      No. 
	 	  	 
	Section
      4.5 	Proceedings
      Prior to any Action Requiring Adjustment. 	27
      
	Section
      4.6 	Certificate
      of Adjustment. 	27
      
	Section
      4.7 	Notice
      of Special Matters. 	27
      
	Section
      4.8 	No
      Action after Notice. 	28
      
	Section
      4.9 	Other
      Action. 	28
      
	Section
      4.10 	Protection
      of Warrant Agent. 	28
      
	Section
      4.11 	Participation
      by Warrantholder. 	29
      
	  	  	  
	  ARTICLE 5  
	  RIGHTS OF THE
      CORPORATION AND COVENANTS  
	  	  	  
	Section
      5.1 	Optional
      Purchases by the Corporation. 	29
      
	Section
      5.2 	General
      Covenants. 	29
      
	Section
      5.3 	Warrant
      Agent’s Remuneration and Expenses. 	30
      
	Section
      5.4 	Performance
      of Covenants by Warrant Agent. 	30
      
	Section
      5.5 	Enforceability
      of Warrants. 	31
      
	  	  	  
	  ARTICLE 6 
    
	  ENFORCEMENT  
	  	  	  
	Section
      6.1 	Suits
      by Warrantholders. 	31
      
	Section
      6.2 	Suits
      by the Corporation. 	31
      
	Section
      6.3 	Immunity
      of Shareholders, etc. 	31
      
	Section
      6.4 	Waiver
      of Default. 	31
      
	  	  	  
	  ARTICLE 7 
    
	  MEETINGS OF REGISTERED WARRANTHOLDERS 
    
	  	  	  
	Section
      7.1 	Right
      to Convene Meetings. 	32
      
	Section
      7.2 	Notice.
      	32
      
	Section
      7.3 	Chairman.
      	33
      
	Section
      7.4 	Quorum.
      	33
      
	Section
      7.5 	Power
      to Adjourn. 	33
      
	Section
      7.6 	Show
      of Hands. 	33
      
	Section
      7.7 	Poll
      and Voting. 	33
      
	Section
      7.8 	Regulations.
      	34
      
	Section
      7.9 	Corporation
      and Warrant Agent May be Represented. 	34
      
	Section
      7.10 	Powers
      Exercisable by Extraordinary Resolution. 	34
      
	Section
      7.11 	Meaning
      of Extraordinary Resolution. 	36
      
	Section
      7.12 	Powers
      Cumulative. 	36
      
	Section
      7.13 	Minutes.
      	36
      
	Section
      7.14 	Instruments
      in Writing. 	37
      
	Section
      7.15 	Binding
      Effect of Resolutions. 	37
      
	Section
      7.16 	Holdings
      by Corporation Disregarded. 	37
      
	  	  	  
	  ARTICLE 8 
    
	  SUPPLEMENTAL INDENTURES  
	  	  	  
	Section
      8.1 	Provision
      for Supplemental Indentures for Certain Purposes. 	37
      
	Section
      8.2 	Successor
      Entities. 	39
      


- ii - 




TABLE OF CONTENTS 
(continued) 


	 
      	 
      	
      Page
      No. 
	  	  	  
	  ARTICLE 9  
	  CONCERNING THE WARRANT AGENT  
	  	  	  
	Section
      9.1 	Trust
      Indenture Legislation. 	39
      
	Section
      9.2 	Rights
      and Duties of Warrant Agent. 	39
      
	Section
      9.3 	Evidence,
      Experts and Advisers. 	40
      
	Section
      9.4 	Documents,
      Monies, etc. Held by Warrant Agent. 	41
      
	Section
      9.5 	Actions
      by Warrant Agent to Protect Interest. 	41
      
	Section
      9.6 	Warrant
      Agent Not Required to Give Security. 	41
      
	Section
      9.7 	Protection
      of Warrant Agent. 	41
      
	Section
      9.8 	Replacement
      of Warrant Agent; Successor by Merger. 	42
      
	Section
      9.9 	Conflict
      of Interest. 	43
      
	Section
      9.10 	Acceptance
      of Agency 	44
      
	Section
      9.11 	Warrant
      Agent Not to be Appointed Receiver. 	44
      
	Section
      9.12 	Warrant
      Agent Not Required to Give Notice of Default. 	44
      
	Section
      9.13 	Anti-Money
      Laundering. 	44
      
	  	  	  
	  ARTICLE 10  
	  GENERAL  
	  	  	  
	Section
      10.1 	Notice
      to the Corporation and the Warrant Agent. 	45
      
	Section
      10.2 	Notice
      to Registered Warrantholders. 	46
      
	Section
      10.3 	Ownership
      of Warrants. 	46
      
	Section
      10.4 	Counterparts.
      	46
      
	Section
      10.5 	Satisfaction
      and Discharge of Indenture. 	47
      
	Section
      10.6 	Provisions
      of Indenture and Warrants for the Sole Benefit of Parties and
      Warrantholders. 	47
      
	Section
      10.7 	Common
      Shares or Warrants Owned by the Corporation or its Subsidiaries -
      Certificate to be Provided. 	47
      
	Section
      10.8 	Severability
      	48
      
	Section
      10.9 	Force
      Majeure 	48
      
	Section
      10.10 	Assignment,
      Successors and Assigns 	48
      
	Section
      10.11 	Language
      	48
      


SCHEDULES 

Schedule A – Form of Warrant 
Schedule
B – Exercise Form 
Schedule C – Form of
U.S. Purchaser Certification Upon Exercise of Warrants 


- iii - 




WARRANT INDENTURE 

THIS WARRANT INDENTURE is dated as of May 13, 2015.

BETWEEN:

NOBILIS HEALTH CORP., a corporation incorporated under
the laws of the Province of British Columbia (the “Corporation”), 

- and -

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

WHEREAS the Corporation is proposing to issue up to
4,209,000 Warrants pursuant to this Indenture; 

AND WHEREAS pursuant to this Indenture, each 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; 

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 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 not by the Warrant
Agent; and 

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: 

“Accelerated Expiry Date” has the meaning set forth in
Section 2.2;

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

- 1 - 




“Acceleration Press Release” has the meaning set forth
in Section 2.2;

“Acceleration Triggering Event” has the meaning set
forth in Section 2.2;

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

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

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

“Authenticated” means (a) with respect to the issuance
of a Warrant Certificate, one which has been duly signed by the Corporation and
authenticated by manual signature of an authorized officer of the Warrant Agent,
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 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 the principal
chartered banks are not open for business in the City of Vancouver, Province of
British Columbia or the City of Toronto, Province of Ontario; 

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

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


“Closing Date” means the date of closing of the
Offering;

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


- 2 - 




“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 and 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 weighted average of the trading 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 TSX or if on such
date the Common Shares are not listed on the TSX, on such stock exchange upon
which such Common Shares are listed and as selected by the directors, or, if
such Common Shares are not listed on any stock exchange then on such
over-the-counter market as may be selected for such purpose by the directors of
the Corporation; 

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

“Dividends” means any dividends paid by the Corporation;


“Effective Date” means the date of this Indenture; 

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

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

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

“Exercise Price” means $11.50 for each Common
Share, subject to adjustment in accordance with the provisions of Section
4.1;

“Expiry Date” means May 13, 2017; 

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

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

“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 May 13, 2015; 

“NYSE MKT” means the NYSE MKT LLC; 

“Offering” means the offering of Treasury Units by the
Corporation by way of a private placement;

 - 3 - 




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

“register” means the one set of records and accounts
maintained by the Warrant Agent pursuant to Section 2.10:

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

“Regulation D” means Regulation D as promulgated by the
SEC under the U.S. Securities Act; 

“Regulation S” means Regulation S as promulgated by the
SEC under the U.S. Securities Act; 

“Restrictive Period” means the period commencing on the
Closing Date until the date which is 12 months from the issuances of the
Warrants;

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

“Shareholders” means holders of Common Shares; 

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

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

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

“Treasury Unit” means a unit of security of the
Corporation comprised of one-half of one Common Share and one-half of one
Warrant;

“TSX” means the Toronto Stock Exchange; 

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

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

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

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

“U.S. Purchaser Certification” means the U.S. purchaser
certification in substantially the form attached hereto as Schedule C; 

- 4 - 




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

“U.S. Warrantholder” means any Warrantholder who is a
U.S. Person, or who acquired Warrants (a) in the United States or (b) for the
account or benefit of any U.S. Person or any Person in the United States; 

“Warrants” means the Common Share purchase warrants
created 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 4,209,000
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 Toronto or such other place as may be designated in
accordance with Section 3.5;

“Warrant Agent” means CST 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 warrantholders as and in respect of Warrants registered
in the name of the Depository and includes owners of Warrants who beneficially
hold securities entitlements in respect of the Warrants through a Book Entry
Only Participant or means, at a particular time, the persons entered in the
register hereinafter mentioned as holders of Warrants outstanding at such time;
and 

“Warrantholders’ Request” means an instrument signed in
one or more counterparts by Warrantholders entitled to acquire in the aggregate
not less than 50% of the aggregate number of Common Shares which could be
acquired pursuant to all Warrants then unexercised and outstanding, requesting
the Warrant Agent to take some action or proceeding specified therein; and
“written order of the Corporation”, “written request of the
Corporation”, “written consent of the “Corporation” and
“certificate of the Corporation” mean, respectively, a written order,
request, consent and certificate signed in the name of the Corporation by any
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. 

- 5 - 





	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. 

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

ARTICLE 2 
ISSUE OF WARRANTS 


	Section 2.1 	Creation and Issue of Warrants.
  


A maximum of 4,209,000 Warrants (subject to adjustment as
herein provided) are hereby created and authorized to be issued in accordance
with the terms and conditions hereof. By written order of the Corporation, the
Warrant Agent shall deliver Warrant Certificates to Registered Warrantholders
and record the name of the Registered Warrantholders on the Warrant register.
Registration of interests in Warrants held by the Depository may be evidenced by
a position appearing on the register for Warrants of the Warrant Agent for an
amount representing the aggregate number of such Warrants outstanding from time
to time. 

	Section 2.2 	Acceleration of Expiry Date
  


Subject to adjustment in accordance with Article 4, the expiry
date of the Warrants may be accelerated by the Corporation at any time following
the nine month anniversary of the Closing Date and prior to the expiry date of
the Warrants if the volume-weighted average trading price of the Corporation's
common shares on the principal market on which such shares trade is equal to or
greater than $13.50 for any 20 consecutive trading days (the
“Acceleration Triggering Event”), at which time the Company may
accelerate the expiry date by issuing a press release (the “Acceleration
Press Release”) announcing the reduced warrant term whereupon the Warrants
will expire on the 20th calendar day after the date of such press release (the “Accelerated Expiry Date”). In the event that the
Corporation fails to file a registration statement on or before August 31, 2015
per Section 3(g) of the Underwriting Agreement dated May 13, 2015 entered into
by the Corporation in respect of the Offering, the expiry of the Warrants may
not be accelerated until the 15 month anniversary following the Closing Date.
All Warrants that remain unexercised following the Accelerated Expiry Time shall
immediately expire and all rights of holders of such Warrants shall be
terminated without any compensation to such holder.

- 6 - 





	Section 2.3 	Terms of Warrants.




	(1) 	
      Subject to the applicable conditions for exercise set out
      in Article 3 having been satisfied, subject to adjustment in accordance
      with Section 4.1, and subject to acceleration of the Expiry Date in
      accordance with Section 2.2, each 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 2.4 	Warrantholder not a Shareholder.
  


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

	Section 2.5 	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 2.6 	Form of Warrants, Certificated Warrants.
    


The Warrants may be issued in both certificated and
uncertificated form provided however that each Warrant originally issued on the
Closing Date will be evidenced in certificated form only and bear the applicable
legends as set forth in Schedule A hereto and shall remain in certificated form
until the earlier of (a) resale of the Warrants pursuant to (i) an effective
registration statement with the United States Securities and Exchange Commission
or (ii) Rule 144 of the U.S. Securities Act or (b) termination of the
Restrictive Period. 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 in uncertificated form, shall be evidenced by a book position on the
register of Warrantholders to be maintained by the Warrant Agent in accordance
with Section 2.10.


- 7 - 





	Section 2.7 	Book Entry Only Warrants.




	(1) 	
      After the Restrictive Period, reregistration of
      beneficial interests in and transfers of Warrants held by the Depository
      may be made through the book entry registration system. Except as provided
      in this Section 2.7, 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
      2.10 herein. Notwithstanding any terms set out herein, Warrants having any
      legend set forth in Section 2.9 herein and held in the name of the
      Depository may only be held in the form of Uncertificated Warrants with
      the prior consent of the Warrant Agent and in accordance with the internal
      procedures of the Warrant Agent.

	 	 
	(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 person in the United States or a U.S. Person; 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 officer’s certificate giving notice to the Warrant Agent of the
occurrence of any event outlined in this Section 2.7(2)(a) to (f).



- 8 - 





	(3) 	
      Subject to the provisions of this Section 2.7, 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 2.12, 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
      2.7, 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

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



- 9 - 





	(8) 	
      The Corporation may terminate the application of this
      Section 2.7 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 2.8 	Warrant Certificate.




	(1) 	
      For Warrants issued in certificated form, the form of
      certificate representing Warrants shall be substantially as set out in
      Schedule A hereto or such other form as is authorized from time to time by
      the Warrant Agent. Each Warrant Certificate shall be Authenticated
      manually on behalf of the Warrant Agent. Each Warrant Certificate shall be
      signed by any one duly authorized signatory of the Corporation; whose
      signature shall appear on the Warrant Certificate and may be printed,
      lithographed or otherwise mechanically reproduced thereon and, in such
      event, certificates so signed are as valid and binding upon the
      Corporation as if it had been signed manually. Any Warrant Certificate
      which has one 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) 	
      After the Restricted Period, the Warrant Agent shall
      Authenticate Uncertificated Warrants (whether upon 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. 



- 10 - 





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

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




	Section 2.9 	Legends. 



	(1) 	
      Notwithstanding anything herein contained, Warrants and
      Common Shares will only be issued pursuant to the transfer or exercise of
      any Warrant in compliance with Applicable Legislation of any applicable
      jurisdiction and, without limiting the generality of the foregoing, in
      respect of any Warrants transferred or exercised for Common Shares the
      certificates representing the issued Warrants or Common Shares, as the
      case may be, will bear such legends as may, in the opinion of Counsel to
      the Corporation, be necessary in order to avoid a violation of Applicable
      Legislation of such 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 Counsel to the Corporation, 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 the holder’s expense, provides
      the Corporation with evidence satisfactory in form and substance to the
      Corporation (which may include an opinion of counsel satisfactory to the
      Corporation) to the effect that such holder is entitled to sell or
      otherwise transfer such Warrants or Common Shares, as the case may be, in
      a transaction in which such legends are not required, such legended
      certificate may thereafter be surrendered to the Special Warrant Agent in
      exchange for a certificate which does not bear such
  legend.



Each Warrant Certificate originally
issued for the benefit or account of a Warrantholder and each Warrant
Certificate issued in exchange therefor or in substitution thereof prior to the
date that is four months and a day following the Issue Date of the Warrants,
shall bear or be deemed to bear the following legends or such variations thereof
as the Corporation may prescribe from time to time: 

- 11 - 




“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
[INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE.]” 

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID
SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT
FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH
SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.” 

Each Warrant Certificate originally
issued for the benefit or account of a Warrantholder and each Warrant
Certificate issued in exchange therefor or in substitution thereof, shall bear
or be deemed to bear the following legends or such variations thereof as the
Corporation may prescribe from time to time 

“THE SECURITIES REPRESENTED HEREBY AND
SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO
THE ISSUER, (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THAT REGISTERS
THE RESALE OF SUCH SECURITIES OR (F) PURSUANT TO ANOTHER EXEMPTION FROM
REGISTRATION AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE ISSUER. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.” 

“THIS WARRANT MAY NOT BE EXERCISED BY
OR FOR THE ACCOUNT OR BENEFIT OF A PERSON IN THE UNITED STATES OR A U.S. PERSON
UNLESS SUCH EXERCISE HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS
AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE
DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT” 

- 12 - 





	(2) 	
      After the Restrictive Period, each CDS Global Warrant
      originally issued in Canada pursuant to the Offering and held by the
      Depository, and each such CDS Global Warrant, as the case may be, issued
      in exchange therefor or in substitution thereof shall bear the following
      legend or such variations thereof as the Corporation may prescribe from
      time to time:



"UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC.
(“CDS”) TO NOBILIS HEALTH CORP. (THE “ISSUER”) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN
RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS (AND ANY PAYMENT IS MADE TO CDS
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF,
CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO
HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE." 

	(3) 	
      Notwithstanding any other provisions of this Indenture,
      in processing and registering transfers of Warrants, no duty or
      responsibility whatsoever shall rest upon the Warrant Agent to determine
      the compliance by any transferor or transferee with the terms of the
      legend contained in Section 2.9(1), or with the
      relevant securities laws or regulations, including, without limitation,
      Regulation S, and the Warrant Agent shall be entitled to assume that all
      transfers are legal and proper.




	Section 2.10 	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
Warrants;



- 13 - 





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

	 	 	 
	 	(c) 	
      whether such Warrant has been cancelled; and

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



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

	(2) 	
      Once an Uncertificated Warrant has been Authenticated,
      the information set forth in the register with respect thereto at the time
      of Authentication may be altered, modified, amended, supplemented or
      otherwise changed only to reflect exercise or proper instructions to the
      Warrant Agent from the holder as provided herein, except that the Warrant
      Agent may act unilaterally to make purely administrative changes internal
      to the Warrant Agent and changes to correct errors. Each person who
      becomes a holder of an Uncertificated Warrant, by his, her or its
      acquisition thereof shall be deemed to have irrevocably consented to the
      foregoing authority of the Warrant Agent to make such error
      corrections.




	Section 2.11	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 2.11 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. 



- 14 - 





	Section 2.12 	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 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.

	 	 
	(3) 	
      Warrant Certificates exchanged for Warrant Certificates
      that bear the legends set forth in Section 2.9(1) shall bear the same
      legends.




	Section 2.13 	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 Legislation and requirements of regulatory
      authorities;



and such transfer shall be duly noted
in such register by the Warrant Agent. Upon compliance with such requirements,
the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the
Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request
that part of the CDS Global Warrant be certificated, 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) 	If a Warrant Certificate tendered for transfer
      bears a legend set forth in Section 2.9(1), the Warrant Agent shall not
      register such transfer unless the transferor has provided the Warrant
      Agent with the Warrant Certificate and (a) the transfer is made to the
  Corporation or (b) the transfer is made pursuant to an
effective registration statement filed with the SEC, or (c) the transferor
provides an opinion of counsel of recognized standing, reasonably satisfactory
to the Corporation and the Warrant Agent that the transfer is in compliance with
applicable state laws and the U.S. Securities Act. 


- 15 - 





	(3) 	
      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.




	Section 2.14 	Cancellation of Surrendered Warrants.
  


All Warrant Certificates surrendered pursuant to Section 3.1,
Section 3.2 or Section 3.3 shall be cancelled by the Warrant Agent and upon such
circumstances all such Uncertificated Warrants shall be deemed cancelled and so
noted on the register by the Warrant Agent. Upon request by the Corporation, the
Warrant Agent shall furnish to the Corporation a cancellation certificate
identifying the Warrant Certificates so cancelled, the number of Warrants
evidenced thereby, the number of Common Shares, if any, issued pursuant to such
Warrants and the details of any Warrant Certificates issued in substitution or
exchange for such Warrant Certificates cancelled. 

ARTICLE 3 
EXERCISE OF WARRANTS 


	Section 3.1 	Right of Exercise. 


Subject to the provisions hereof, each Registered Warrantholder
may exercise the right conferred on such holder to subscribe for and purchase
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) 	
      Registered Warrantholders of Warrant Certificates who
      wish to exercise the Warrants held by them in order to acquire Common
      Shares must complete the exercise form (the “Exercise Notice”)
      attached to the Warrant Certificate(s), which 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
      Warrant Agent 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 Warrant Agency. 



- 16 - 





	(2) 	
      In addition to completing the Exercise Notice attached to
      the Warrant Certificate(s), a Warrantholder who is a person in the United
      States, a U.S. Person, a person exercising for the account or benefit of a
      U.S. Person or a person in the United States, or person requesting
      delivery of the Common Shares issuable upon exercise of the Warrants in
      the United States must provide (a) a completed and executed U.S. Purchaser
      Certification or (b) an opinion of counsel of recognised standing in form
      and substance reasonably satisfactory to the Corporation and the Warrant
      Agent that the exercise is exempt from the registration requirements of
      applicable securities laws of any state of the United States and the U.S.
      Securities Act; provided however that in the case of a
      Warrantholder that is the original purchaser of Warrants and who delivered
      the U.S. accredited investor certificate attached to the subscription
      agreement of the Corporation in connection with its purchase of Treasury
      Units pursuant to the private placement under which the Warrants were
      issued, such Warrantholder will not be required to deliver a U.S.
      Purchaser Certification or an opinion of counsel in connection with the
      due exercise of the Warrants at a time when the representations,
      warranties and covenants made by the Warrantholder in the U.S. accredited
      investor certificate remain true and correct and the Warrantholder
      represents to the Corporation as such.

	 	 
	(3) 	
      A beneficial holder of Uncertificated Warrants evidenced
      by a security entitlement in respect of Warrants in the book entry
      registration system who desires to exercise his or her Warrants must do so
      by causing a Book Entry Only Participant to deliver to the Depository on
      behalf of the entitlement holder, notice of the owner’s intention to
      exercise Warrants in a manner acceptable to the Depository. Forthwith upon
      receipt by the Depository of such notice, as well as payment for the
      aggregate Exercise Price, the Depository shall deliver to the Warrant
      Agent confirmation of its intention to exercise Warrants
      (“Confirmation”) in a manner acceptable to the Warrant Agent,
      including by electronic means through the book entry registration system,
      and shall electronically confirm that the beneficial holder (a) at the
      time of exercise of the Warrants is not in the United States; (b) is not a
      U.S. Person and is not exercising the Warrants for the account or benefit
      of a U.S. Person or a person in the United States; and (c) did not execute
      or deliver the Confirmation in the United States.

	 	 
	(4) 	
      Payment representing the aggregate Exercise Price must be
      provided to the appropriate office of the Book Entry Only Participant in a
      manner acceptable to it. A notice in form acceptable to the Book Entry
      Only Participant and payment from such beneficial holder should be
      provided to the Book Entry Only Participant sufficiently in advance so as
      to permit the Book Entry Only Participant to deliver notice and payment to
      the Depository and for the Depository in turn to deliver notice and
      payment to the Warrant Agent prior to Expiry Time. The Depository will
      initiate the exercise by way of the Confirmation and forward the aggregate
      Exercise Price electronically to the Warrant Agent and the Warrant Agent
      will execute the exercise by issuing to the Depository through the book
      entry registration system the Common Shares to which the exercising
      Warrantholder is entitled pursuant to the exercise. Any expense associated
      with the exercise process will be for the account of the entitlement holder exercising the Warrants
and/or the Book Entry Only Participant exercising the Warrants on its behalf.



- 17 - 





	(5) 	
      By causing a Book Entry Only Participant to deliver
      notice to the Depository, a Warrantholder shall be deemed to have
      irrevocably surrendered his or her Warrants so exercised and appointed
      such Book Entry Only Participant to act as his or her exclusive settlement
      agent with respect to the exercise and the receipt of Common Shares in
      connection with the obligations arising from such exercise.

	 	 
	(6) 	
      Any notice which the Depository determines to be
      incomplete, not in proper form or not duly executed shall for all purposes
      be void and of no effect and the exercise to which it relates shall be
      considered for all purposes not to have been exercised thereby. A failure
      by a Book Entry Only Participant to exercise or to give effect to the
      settlement thereof in accordance with the Warrantholder’s instructions
      will not give rise to any obligations or liability on the part of the
      Corporation or Warrant Agent to the Book Entry Only Participant or the
      Warrantholder.

	 	 
	(7) 	
      Any exercise form or Exercise Notice referred to in this
      Section 3.2 shall be signed by the Registered Warrantholder, or its
      executors or administrators or other legal representatives or an attorney
      of the Registered Warrantholder, duly appointed by an instrument in
      writing satisfactory to the Warrant Agent but such exercise form need not
      be executed by the Depository.

	 	 
	(8) 	
      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, Certificated
      Warrant and original Exercise Notice executed by the Registered
      Warrantholder or the Confirmation from the Depository, as applicable, must
      be received by the Warrant Agent prior to the Expiry Time.

	 	 
	(9) 	
      Warrants may only be exercised pursuant to this Section
      3.2 by or on behalf of a Registered Warrantholder who makes the
      certifications set forth on the Exercise Notice set out in Schedule B or
      as provided herein.

	 	 
	(10) 	
      If the form of Exercise Notice set forth in the Warrant
      Certificate shall have been amended, the Corporation shall cause the
      amended Exercise Notice to be forwarded to all Registered
      Warrantholders.

	 	 
	(11) 	
      Exercise Notices and Confirmations and the payment of the
      aggregate Exercise Price 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, Confirmation or payment
      delivered to 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.




	Section 3.3 	Prohibition on Exercise by U.S. Persons;
      Legended Certificates 



	(1) 	
      Subject to Section 3.3(2) and Section 3.3(3) below, (a)
      Warrants may not be exercised within the United States, by any U.S.
      Person, or for the account or benefit of any U.S. Person or any person in the United States; and (b) no Common
Shares issued upon exercise of Warrants may be delivered to any address in the
United States. 



- 18 - 





	(2) 	
      Notwithstanding Section 3.3(1), Warrants may be exercised
      in the United States, by a U.S. Person, or for the account or benefit of a
      U.S. Person or a person in the United States, and Common Shares issued
      upon exercise of any such Warrants may be delivered to an address in the
      United States, provided that (a) the Person exercising the Warrants (i) is
      an original U.S. Purchaser who purchased the Warrants directly from the
      Corporation, or (ii) is an "accredited investor" that satisfies one or
      more of the criteria set forth in Rule 501(a) of Regulation D and (b)
      delivers a completed and executed U.S. Purchaser Certification or provides
      in form and substance satisfactory to the Corporation and Warrant Agent a
      legal opinion which confirms that the issuance of the Common Shares is in
      compliance with the applicable state laws and the U.S. Securities Act;
      provided however that in the case of a Warrantholder that is the
      original purchaser of the Warrants and who delivered the U.S. accredited
      investor certificate attached to the subscription agreement of the
      Corporation in connection with its purchase of Treasury Units pursuant to
      the private placement under which the Warrants were issued, such
      Warrantholder will not be required to deliver a U.S. Purchaser
      Certification or an opinion of counsel in connection with the due exercise
      of the Warrant at a time when the representations, warranties and
      covenants made by the Warrantholder in the U.S. Accredited Investor
      Certificate remain true and correct and the Warrantholder represents to
      the Corporation as such.

	 	 
	(3) 	
      Unless the Corporation has previously caused a
      registration statement on Form S-1 to be declared effective by the SEC,
      which registers the issuance of Common Shares upon exercise of Warrants,
      certificates representing Common Shares issued upon the exercise of
      Warrants (and Warrants issued in substitution or exchange therefor) shall
      bear the following legend:



“THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH
SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER,
(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S.
SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER
THE U.S. SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER
THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER AFTER PROVIDING A LEGAL
OPINION SATISFACTORY TO THE ISSUER, (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT THAT REGISTERS THE RESALE OF SUCH SECURITIES OR (F) PURSUANT TO
ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION SATISFACTORY
TO THE ISSUER. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH U.S. SECURITIES LAWS.” 

- 19 - 





	(4) 	
      Certificates representing Common Shares issued upon
      exercise of Warrants (and Warrants issued in substitution or exchange
      therefor) prior to the date that is four months and one day after the
      Issue Date shall, in addition to the legend set forth in Section 3.3(3),
      also bear the following legends:



“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
[INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE.]” 

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID
SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT
FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH
SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.” 

	Section 3.4 	Transfer Fees and Taxes.



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

	Section 3.5 	Warrant Agency. 


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

- 20 - 





	Section 3.6 	Effect of Exercise of Warrant
      Certificates. 



	(1) 	
      Upon the exercise of Warrants pursuant to and in
      compliance with Section 3.2 and subject to Section 3.3 and Section 3.4,
      the Common Shares to be issued pursuant to the Warrants exercised shall be
      deemed to have been issued and the person or persons to whom such Common
      Shares are to be issued shall be deemed to have become the holder or
      holders of such Common Shares on the day of receipt by the Warrant Agent
      of a duly completed Exercise Notice and the aggregate Exercise Price,
      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.

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




	Section 3.7 	Partial Exercise of Warrants; Fractions.
    



	(1) 	
      The holder of any Warrants may exercise his right to
      acquire a number of whole Common Shares that is less than the aggregate
      number which the holder is entitled to acquire. In the event of any
      exercise of a number of Warrants that is 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 legends, 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 Article 4, 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. Any subscription for fractional Common
      Shares will be deemed to be a subscription for the closest whole number of
      Common Shares rounding down, and no cash or other consideration will be
      paid in lieu of fractional shares.




	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. 

- 21 - 





	Section 3.9 	Accounting and Recording.




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

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




	Section 3.10 	Securities Restrictions.



Notwithstanding anything herein contained, Common Shares will
be issued upon exercise of Warrants only in compliance with the securities laws
of any applicable jurisdiction.

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 dividend paid in the ordinary course, or 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 after the effective date or record
date of such Common Share Reorganization, and shall in the case of the events referred to in (i) or (iii) above be
decreased in proportion to the number of outstanding Common Shares resulting
from such subdivision, redivision, change or distribution, or shall, in the case
of the events referred to in (ii) above, be increased in proportion to the
number of outstanding Common Shares resulting from such reduction, combination
or consolidation by multiplying the Exercise Price in effect immediately prior
to such effective date or record date by a fraction, the numerator of which
shall be the number of Common Shares outstanding on such effective date or
record date before giving effect to such Common Share Reorganization and the
denominator of which shall be the number of Common Shares outstanding as of the
effective date or record date after giving effect to such Common Share
Reorganization (including, in the case where securities exchangeable for or
convertible into Common Shares are distributed, the number of Common Shares that
would have been outstanding had such securities been exchanged for or converted
into Common Shares on such record date or effective date). 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 this 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; 

- 22 - 





	 	(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. Upon any adjustment of
the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be
adjusted immediately after such record date so that it will equal the rate
determined by multiplying the Exchange Rate in effect on such record date 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. Such adjustment will be made successively
whenever such a record date is fixed, provided that if two or more such 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; 



- 23 - 





	 	(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
      entity(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 (whose
      determination shall be conclusive), 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. Upon any
      adjustment of the Exercise Price pursuant to this Section 4.1(c), the
      Exchange Rate will be adjusted immediately after such record date so that
      it will equal the rate determined by multiplying the Exchange Rate in
      effect on such record date 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;

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



- 24 - 





	 	(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 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
Warrantholder an appropriate instrument evidencing such 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
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; 



- 25 - 





	 	(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;

	 	 	 
	 	(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 4.1, 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 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 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 Warrantholder is at the time in question entitled to receive on the
exercise of its Warrants, 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
Warrantholder is entitled to acquire pursuant to such Warrants. 

- 26 - 





	Section 4.3 	No Adjustment for Certain Transactions.
    


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

	Section 4.4 	Determination by Independent Firm.
  


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

	Section 4.5 	Proceedings Prior to any Action Requiring
      Adjustment. 


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

	Section 4.6 	Certificate of Adjustment.



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

	Section 4.7 	Notice of Special Matters.



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

- 27 - 





	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 Warrantholder of the opportunity to exercise its right of
acquisition pursuant thereto during the period of 14 days after the giving of
the certificate or notices set forth in Section 4.6 and Section 4.7. 

	Section 4.9 	Other Action. 


If the Corporation, after the date hereof, shall take any
action affecting the Common Shares other than action described in Section 4.1,
which in the reasonable opinion of the directors of the Corporation would
materially affect the rights of 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 of the Corporation, 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.
  



	(1) 	
      The Warrant Agent shall not:




	 	(a) 	
      at any time be under any duty or responsibility to any
      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 4;
      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. 



- 28 - 





	(2) 	
      The Warrant Agent shall be entitled to act and rely on
      any adjustment calculation of the Corporation/Directors or the Corporation
      auditors.




	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. 

ARTICLE 5 
RIGHTS OF THE CORPORATION AND COVENANTS



	Section
      5.1	Optional Purchases by the Corporation.
    


Subject to compliance with applicable securities laws 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 may be made in such manner, from such persons and on such 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 Warrants 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.




	(1) 	
      The Corporation covenants with the Warrant Agent 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) 	
      the Corporation will cause the Warrant Agent to keep open
      the registers of transfers referred to in Section 2.9 as required by such
      Section and will not take any action or omit to take any action which
      would have the effect of preventing the Warrantholders from exercising any of the Warrants or
receiving any Common Shares underlying the Warrants upon such exercise; 



- 29 - 





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

	 	 	 
	 	(f) 	
      it will use reasonable commercial efforts to ensure that
      all Common Shares outstanding or issuable from time to time (including
      without limitation the Common Shares issuable on the exercise of the
      Warrants) continue to be or are listed and posted for trading on the TSX
      (or such other Canadian stock exchange acceptable to the Corporation) and
      the NYSE MKT, provided that this clause shall not be construed as limiting
      or restricting the Corporation to agree to a consolidation, amalgamation,
      arrangement, takeover bid or merger even if the consideration being
      offered are not securities that are so listed and posted for
    trading;

	 	 	 
	 	(g) 	
      it will make all requisite filings under applicable
      Canadian and U.S. securities legislation in a timely manner, including
      those necessary in Canada 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;

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

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




	Section 5.3	Warrant Agent’s Remuneration and
      Expenses. 


The Corporation covenants that it will pay to the Warrant Agent
from time to time reasonable remuneration for its services hereunder and will
pay or reimburse the Warrant Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Warrant Agent in the
administration or execution of the trusts hereby created (including the
reasonable compensation and the disbursements of its Counsel and all other
advisers and assistants not regularly in its employ) both before any default
hereunder and thereafter until all duties of the Warrant Agent hereunder shall
be finally and fully performed. Any amount owing hereunder and remaining unpaid
after 30 days from the invoice date will bear interest at the then current rate
charged by the Warrant Agent against unpaid invoices and shall be payable upon
demand. This Section 5.3 shall survive the resignation or removal of the Warrant
Agent and/or the termination of this Indenture. 

	Section 5.4 	Performance of Covenants by Warrant
      Agent. 


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

- 30 - 





	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 Warrantholder by
any of the terms of this Indenture may be enforced by the 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 cancel the share certificates and amend the securities register accordingly.


	Section 6.3 	Immunity of Shareholders, etc.
  


The Warrant Agent and the Warrantholders hereby waive and
release any right, cause of action or remedy now or hereafter existing in any
jurisdiction against any incorporator or any past, present or future
shareholder, trustee, employee or agent of the Corporation or any successor
Corporation on any covenant, agreement, representation or warranty by the
Corporation herein. 

	Section 6.4 	Waiver of Default.




	(1) 	
      Upon the happening of any default
  hereunder:




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



- 31 - 





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

ARTICLE 7 
MEETINGS OF REGISTERED WARRANTHOLDERS



	Section 7.1 	Right to Convene Meetings.



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

	Section 7.2	Notice. 


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

- 32 - 





	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 15 minutes from the time fixed for the holding of the meeting,
the Registered Warrantholders present in person or by proxy shall choose an
individual present to be chairman. 

	Section 7.4 	Quorum. 


Subject to the provisions of Section 7.11, at any meeting of
the Registered Warrantholders a quorum shall consist of two Registered
Warrantholders present in person or by proxy representing at least 25% of the
aggregate number of Warrants then outstanding. If a quorum of the Registered
Warrantholders shall not be present within 30 minutes from the time fixed for
holding any meeting, the meeting, if summoned by Registered Warrantholders or on
a Warrantholders’ Request, shall be dissolved; but in any other case the meeting
shall be adjourned to the same day in the next week (unless such day is not a
Business Day, in which case it shall be adjourned to the next following Business
Day) at the same time and place and no notice of the adjournment need be given.
Any business may be brought before or dealt with at an adjourned meeting which
might have been dealt with at the original meeting in accordance with the notice
calling the same. No business shall be transacted at any meeting unless a quorum
is present at the commencement of business. At the adjourned meeting the
Registered Warrantholders present in person or represented by proxy shall form a
quorum and may transact the business for which the meeting was originally
convened, notwithstanding that they may not represent at least 25% of the then
outstanding Warrants. 

	Section 7.5 	Power to Adjourn. 


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

	
      Section 7.6 
	Show of Hands. 


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

	Section 7.7 	Poll and Voting.




	(1) 	
      On every Extraordinary Resolution, and on any other
      question submitted to a meeting and after a vote by show of hands when
      demanded by the chairman or by one or more of the Registered
      Warrantholders acting in person or by proxy and holding 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.



- 33 -





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




	Section 7.8 	Regulations. 



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

	 	 
	(2) 	
      The Warrant Agent, or the Corporation with the approval
      of the Warrant Agent, may set these
regulations:




	 	(a) 	
      Deposit of instruments appointing proxies at such place
      and time as the Warrant Agent, the Company or the holders convening the
      meeting, as the case may be, may direct in the notice of meeting;
    and

	 	 	 
	 	(b) 	
      The form of instrument of proxy; and

	 	 	 
	 	(c) 	
      The manner in which the form of proxy must be executed;
      and

	 	 	 
	 	(d) 	
      Generally for the calling of meeting of warrant holders
      and the conduct of business thereat.




	(3) 	
      Any regulations so made shall be binding and effective
      and the votes given in accordance therewith shall be valid and shall be
      counted. Save as such regulations may provide, the only persons who shall
      be recognized at any meeting as a Registered Warrantholder, or be entitled
      to vote or be present at the meeting in respect thereof (subject to
      Section 7.9), shall be Registered Warrantholders or proxies of Registered
      Warrantholders.




	Section 7.9 	Corporation and Warrant Agent May be
      Represented. 


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

	Section 7.10 	Powers Exercisable by Extraordinary
      Resolution. 



	(1) 	
      In addition to all other powers conferred upon them by
      any other provisions of this Indenture or by law, the Registered
      Warrantholders at a meeting shall, subject to the provisions of Section 7.11 and any required approval of the
TSX, have the power exercisable from time to time by Extraordinary Resolution:



- 34 - 





	 	(a) 	
      to agree to any modification, abrogation, alteration,
      compromise or arrangement of the rights of Registered Warrantholders or
      the Warrant Agent in its capacity as warrant agent hereunder (subject to
      the Warrant Agent’s prior consent, acting reasonably) or on behalf of the
      Registered Warrantholders against the Corporation whether such rights
      arise under this Indenture or otherwise; provided that, for greater
      certainty, no rights or obligations of the Corporation under this
      Indenture or the Warrants will be adversely affected without the
      Corporation’s consent;

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

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

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

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

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

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

	 	 	 
	 	(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.



- 35 - 





	Section 7.11	Meaning of Extraordinary Resolution.
  



	(1) 	
      The expression “Extraordinary Resolution” when
      used in this Indenture means, subject as hereinafter provided in this
      Section 7.11 and in Section 7.14, a resolution proposed at a meeting of
      Registered Warrantholders duly convened for that purpose and held in
      accordance with the provisions of this Article 7 at which there are
      present in person or by proxy Registered Warrantholders holding at least
      25% of the aggregate number of Warrants then outstanding and passed by the
      affirmative votes of Registered Warrantholders holding not less than 66
      2/3 % of the aggregate number of Warrants then outstanding
      represented at the meeting and voted on the poll upon such
    resolution.

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

	Section 7.13 	Minutes. 


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

- 36 - 





	Section 7.14	Instruments in Writing.



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

	Section 7.15 	Binding Effect of Resolutions.
  


Every resolution and every Extraordinary Resolution passed in
accordance with the provisions of this Article 7 at a meeting of Registered
Warrantholders shall be binding upon all the Warrantholders, whether present at
or absent from such meeting, and every instrument in writing signed by
Registered Warrantholders in accordance with Section 7.14 shall be binding upon
all the Warrantholders, whether signatories thereto or not, and each and every
Warrantholder and the Warrant Agent (subject to the provisions for indemnity
herein contained) shall be bound to give effect accordingly to every such
resolution and instrument in writing. In the case of an instrument in writing,
the Warrant Agent shall give notice in the manner contemplated in Section 10.1
and Section 10.2 of the effect of the instrument in writing to all Registered
Warrantholders and the Corporation as soon as reasonably practicable. 

	Section 7.16 	Holdings by Corporation Disregarded.
  


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

ARTICLE 8 
SUPPLEMENTAL INDENTURES 


	Section 8.1 	Provision for Supplemental Indentures for
      Certain Purposes. 



	(1) 	
      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:



- 37 - 






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

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

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

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

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

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

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

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




	(2) 	
      For greater certainty, approval of the Registered
      Warrantholders is not required for the purpose of entering into a
      supplemental indenture pursuant to Section 8.1(1).



- 38 - 





	Section 8.2 	Successor Entities. 


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


ARTICLE 9 
CONCERNING THE WARRANT AGENT 

	Section 9.1 	Trust Indenture Legislation.
  



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

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




	Section 9.2 	Rights and Duties of Warrant Agent.
  



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

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

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



- 39 - 





	(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, act and rely as to the
      truth of the statements and the accuracy of the opinions expressed in
      statutory declarations, opinions, reports, written requests, consents, or
      orders of the Corporation, certificates of the Corporation or other
      evidence furnished to the Warrant Agent pursuant to a request of the
      Warrant Agent, provided that such evidence complies with Applicable
      Legislation and that the Warrant Agent complies with Applicable
      Legislation and that the Warrant Agent examines the same and determines
      that such evidence complies with the applicable requirements of this
      Indenture.

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

	 	 
	(4) 	
      The Warrant Agent may act and rely and shall be protected
      in acting and relying upon any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, letter,
      telegram, cablegram or other paper document believed by it to be genuine
      and to have been signed, sent or presented by or on behalf of the proper
      party or parties.

	 	 
	(5) 	
      The Warrant Agent may employ or retain such Counsel,
      accountants, appraisers or other experts or advisers as it may reasonably
      require for the purpose of determining and discharging its duties
      hereunder and 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.

	 	 
	(6) 	
      Proof of execution of any document or instrument in
      writing; including a Warrantholders’ Request, by a holder may be made by the certificate of a
      notary public, or other officer with similar powers, that the person
      signing such instrument acknowledged to him the execution thereof, or by
      an affidavit of a witness to such execution, or in any other manner the
      Warrant Agent considers adequate.



- 40 - 





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

	 	 
	(2) 	
      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.




	Section 9.5 	Actions by Warrant Agent to Protect
      Interest. 


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

	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.
  



	(1) 	
      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;



- 41 - 





	 	(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 will fully indemnify and hold the Warrant
      Agent and its officers, directors, employees and agents harmless from and
      against any and all actions and suits whether groundless or otherwise and
      from and against any and all losses, damages, costs, charges, counsel
      fees, payments, expenses and liabilities arising directly or indirectly
      out of the performance of its duties and obligations under this Indenture,
      except for any liability arising out of the Warrant Agent’s gross
      negligence, fraud or intentional misconduct. In the absence of gross
      negligence, fraud or intentional misconduct on its part, the Warrant Agent
      shall not be liable for any action taken, suffered, or omitted by it or
      for any error of judgement made by it in the performance of its duties
      under this Indenture. In no event will the Warrant Agent be liable for
      special, indirect, consequential or punitive loss or damages of any kind
      whatsoever (including but not limited to lost profits), even if the
      Warrant Agent has been advised of the possibility of such damages. Any
      liability of the Warrant Agent will be limited in the aggregate to an
      amount equal to twelve (12) times the monthly fee paid by the Corporation;
      and

	 	 	 
	 	(f) 	
      in the event any question or dispute arises with respect
      to the Warrant Agent’s duties hereunder, the Warrant Agent shall not be
      required to act or be held liable or responsible for its failure or
      refusal to act until the question or dispute has been (i) judicially
      settled (and, if appropriate the Warrant Agent may file a suit in
      interpleader or for a declaratory judgement for such purpose) by final
      judgement by a court of competent jurisdiction that is binding on all
      parties in the matter and is no longer subject to review or appeal, or
      (ii) settled by written document in form and substance satisfactory to the
      Warrant Agent and executed by the Warrant Agent. In addition, the Warrant
      Agent may require for such purpose, but shall not be obligated to require,
      the execution of such written settlement by parties that may have an
      interest in the settlement. It is understood and agreed that this
      indemnification shall survive the termination or discharge of this
      Indenture or the resignation or removal of the Warrant
  Agent.




	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
      than60 days’ prior notice in writing or such shorter prior notice as the
      Corporation may accept as sufficient. The Registered Warrantholders by
      Extraordinary Resolution shall have power at any time to remove the
      existing Warrant Agent and to appoint a new Warrant Agent. In the event of
      the Warrant Agent resigning or being removed as aforesaid or being
      dissolved, becoming bankrupt, going into liquidation or otherwise becoming
      incapable of acting hereunder, the Corporation shall forthwith appoint a
      new Warrant Agent unless a new Warrant Agent has already been appointed by
      the Registered Warrantholders; failing such appointment by the
      Corporation, the retiring Warrant Agent or any Registered Warrantholder
      may apply to a judge of the Supreme Court of the Province of British
      Columbia on such notice as such judge may direct, for the appointment of a
      new Warrant Agent; but any new Warrant Agent so appointed by the
      Corporation or by the Court shall be subject to removal as aforesaid by
      the Registered Warrantholders. Any new Warrant Agent appointed under any
      provision of this Section 9.8 shall be an entity
      authorized to carry on the business of a trust company in the Province of
      British Columbia and, if required by the Applicable Legislation for any
      other provinces, in such other provinces. On any such appointment the new
      warrant agent shall be vested with the same powers, rights, duties and
      responsibilities as if it had been originally named herein as Warrant
      Agent hereunder without further assurance, conveyance, act or deed; but
      there will be immediately executed, at the expense of the Corporation, all
      such conveyances or other instruments as may, in the opinion of counsel,
      be necessary or advisable for the purpose of assuring such powers, rights,
      duties and responsibilities of the new Warrant Agent, provided that, any
      resignation or removal of the Warrant Agent and appointment of a successor
      Warrant Agent shall have executed an appropriate instrument accepting such
      appointment and, at the request of the Corporation, the predecessor
      Warrant Agent, upon payment of its outstanding remuneration and expenses,
      shall execute and deliver to the successor Warrant Agent an appropriate
      instrument transferring to such successor Warrant Agent all rights and

powers of the Warrant Agent hereunder.



- 42 - 





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

	 	 
	(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 30 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 Certificates shall not be affected in any manner whatsoever by
reason thereof.



- 43 - 





	(2) 	
      Subject to Section 9.9(1), the Warrant Agent, in its
      personal or any other capacity, may buy, lend upon and deal in securities
      of the Corporation and generally may contract and enter into financial
      transactions with the Corporation without being liable to account for any
      profit made thereby.




	Section 9.10 	Acceptance of Agency



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

	Section 9.11 	Warrant Agent Not to be Appointed
      Receiver. 


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

	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.



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

- 44 - 




ARTICLE 10 
GENERAL 

	Section 10.1 	Notice to the Corporation and the Warrant
      Agent. 



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




	 	(a) 	If to the Corporation: 	  
	 	  	  	  
	 	  	Nobilis Health Corp. 	  
	 	  	4120 Southwest Freeway, Suite 150
  
	 	  	Houston, TX 77027 	  
	 	  	  	  
	 	  	Attention: 	Corporate Secretary 
	 	  	Facsimile number: 	(713) 355-8615 
	 	  	  	  
	 	  	and a copy to: 	  
	 	  	Macdonald Tuskey 	  
	 	  	570 Granville Street, 4th
      Floor 
	 	  	Vancouver, BC V6C 3P1 
	 	  	  	  
	 	  	Attention: 	William L. Macdonald 
	 	  	Facsimile number: 	(604) 681-4760 
	 	  	  	  
	 	(b) 	If to the Warrant Agent: 
	 	  	  	  
	 	  	CST Trust Company 	  
	 	  	320 Bay Street, 3rd Floor
    
	 	  	Toronto, ON M5H 4A6 
	 	  	  	  
	 	  	Attention: 	Senior Relationship Manager 
	 	  	Facsimile number: 	1 (877) 715-0494 



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

	 	 
	(2) 	
      The Corporation or the Warrant Agent, as the case may be,
      may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the
      effective date of such notice and until changed by like notice, shall be
      the address of the Corporation or the Warrant Agent, as the case may be,
  for all purposes of this Indenture.

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



- 45 - 





	Section 10.2 	Notice to Registered Warrantholders.
  



	(1) 	
      Unless otherwise provided herein, notice to the
      Registered Warrantholders under the provisions of this Indenture shall be
      valid and effective if delivered or sent by ordinary prepaid post
      addressed to such holders at their post office addresses appearing on the
      register hereinbefore mentioned and shall be deemed to have been
      effectively received and given on the date following the date of delivery
      or, if mailed, on the fifth Business Day following the date of mailing
      such notice. Accidental error or omission in giving notice or accidental
      failure to mail notice to any holder will not invalidate any action or
      proceeding founded thereon. In the event that Warrants are held in the
      name of the Depository, a copy of such notice shall also be sent by
      electronic communication to the Depository and shall be deemed received
      and given on the day it is so sent.

	 	 
	(2) 	
      If, by reason of a strike, lockout or other work
      stoppage, actual or threatened, involving postal employees, any notice to
      be given to the Registered Warrantholders hereunder could reasonably be
      considered unlikely to reach its destination, such notice shall be valid
      and effective only if it is delivered to such Registered Warrantholders to
      the address for such Registered Warrantholders contained in the register
      maintained by the Warrant

	 	 
		
      Agent or such notice may be given, at the Corporation’s
      expense, by means of publication in the Globe and Mail, National Edition,
      or any other English language daily newspaper or newspapers of general
      circulation in Canada, in each two successive weeks, the first such notice
      to be published within 5 Business Days of such event, and any such notice
      published shall be deemed to have been received and given on the latest
      date the publication takes place.




	Section 10.3 	Ownership of Warrants.



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

	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. 

- 46 - 





	Section 10.5 	Satisfaction and Discharge of Indenture.
    


Upon the earlier of: 

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

	 	 	 
	 	(b) 	
      the Expiry Time;



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

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

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


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

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

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



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

- 47 - 





	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 10.9.

	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.

	Section 10.11 	Language 


The parties hereto confirm their
express wish that this Indenture and all documents and agreements directly or
indirectly relating thereto be drawn up in the English language. Notwithstanding
such express wish, the parties agree that any such document or agreement, or any
part thereof or of this indenture, may be drawn up in the French language. 

Les parties aux présentes
conferment leur volunté expresse que la présente convention ainsi que tous les
documents et conventions s’y rattachant directement ou indirectement soient
rédigés en anglais. Nonobstant cette volunté expresse, les parties aux présentes
conviennent que la présente convention ainsi que tous les documents et
conventions s’y rattachant directement ou indirectement, ou toute partie de
ceux-ci, puissant être rédigés en français. 

[EXECUTION PAGE FOLLOWS] 

- 48 - 




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. 

	 	NOBILIS HEALTH CORP. 
	 	  	  	  
	 	  	  	  
	 	By: 	/s/ Chris Lloyd 
	 	  	Name: 	Chris Lloyd 
	 	  	Title: 	Chief Executive Officer 
	 	  	  	  
	 	  	  	  
	 	  	  	  
	 	CST TRUST COMPANY 
	 	 
	 	By: 	/s/ Radha Mulchan-Singh 
	 	  	Name: 	Radha Mulchan-Singh 
	 	  	Title: 	
      Authorized Signatory 

	 	  	  	  
	 	 	 	 
	 	By: 	/s/ Jennifer Anderson 
	 	  	Name: 	   Jennifer Anderson 
	 	 	
      Title:  
	
      Authorized Signatory  



- 49 - 




Schedule A 

FORM OF WARRANT 

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 5:00
P.M. (TORONTO TIME) ON • , 2017 AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY
SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT. 

UNLESS PERMITTED UNDER THE SECURITIES LEGISLATION, THE HOLDER
OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE • , 2015. [NTD: INSERT DATE
THAT IS FOUR MONTHS AND A DAY AFTER THE CLOSING] 

THE SECURITIES REPRESENTED HEREBY AND SECURITIES ISSUABLE UPON
THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR STATE SECURITIES LAWS.
THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S
UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH
RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER AFTER
PROVIDING A LEGAL OPINION SATISFACTORY TO THE ISSUER, (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT THAT REGISTERS THE RESALE OF SUCH SECURITIES OR
(F) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL
OPINION SATISFACTORY TO THE ISSUER. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
U.S. SECURITIES LAWS. 

THIS WARRANT MAY NOT BE EXERCISED BY OR FOR THE ACCOUNT OR
BENEFIT OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS SUCH EXERCISE
HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED
STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY
REGULATION S UNDER THE U.S. SECURITIES ACT” 




- 2 - 

For all Warrants registered in the name of the Depository,
also include the following legend: 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO
BIONICHE LIFE SCIENCES INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF
IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF,
CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO
HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. 




- 3 - 

WARRANT 

To acquire Common Shares of 

NOBILIS HEALTH CORP. 

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

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

	  	  
	  	CUSIP •  
	  	  
	  	ISIN CA • 


THIS IS TO CERTIFY THAT, for value received,


____________________________________________________________________________________________________________________

(the “Warrantholder”) is the registered holder of the
number of common share purchase warrants (the “Warrants”) of Nobilis
Health Corp. (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. (Toronto time) (the “Expiry Time”) on • , 2017 (the “Expiry
Date”), one fully paid and non-assessable common share without par value in
the capital of the Corporation as constituted on the date hereof (a “Common
Share”) for each Warrant subject to adjustment in accordance with the terms
of the Warrant Indenture. 

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

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

(b)                  surrendering this warrant certificate (the “Warrant
Certificate”), with the Exercise
Form to CST Trust Company (the
“Warrant Agent”) at 320 Bay Street, Basement Level (B1), Toronto, ON, M5H
4A6, Attn: Corporate Actions, together with a certified cheque, bank draft or
money order in the lawful money of Canada payable to or to the order of
the Warrant Agent in an amount equal to the aggregate exercise price (as defined
below) of the Common Shares so subscribed for.

Subject to the terms of the Warrant Indenture hereinafter
referred to, 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.




- 4 - 

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 $11.50 per
Common Share (the “Exercise Price”). 

The Common Shares acquired upon exercise of this Warrant
Certificate will be registered in accordance with the registration instructions
specified by the Warrantholder in the Exercise Notice. 

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

This Warrant Certificate evidences Warrants of the Corporation
issued or issuable under the provisions of a warrant indenture (which indenture
together with all other instruments supplemental or ancillary thereto is herein
referred to as the “Warrant Indenture”) dated as of May ♦, 2015 between the Corporation and CST 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 and
the Warrant Agent in respect thereof and the terms and conditions on which the
Warrants are issued and held, all to the same effect as if the provisions of the
Warrant Indenture were herein set forth, to all of which the holder, by
acceptance hereof, assents. The Corporation will furnish to the holder, on
request and without charge, a copy of the Warrant Indenture.

On presentation at 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
entitling the holder thereof to purchase in the aggregate an equal number of
Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.


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
the securities laws of any state of the United States. The Warrants may not be
exercised in the United States, by a U.S. Person, or for the account or benefit
of, a U.S. Person or a person in the United States, unless the Warrants and the
Common Shares issuable upon exercise thereof have been registered under the U.S.
Securities Act and the applicable state securities legislation, or an exemption
from such registration requirements is available. 




- 5 - 

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 representing a
specific majority of the then outstanding 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 Toronto, Ontario or such other registrar as the Corporation, with the
approval of the Warrant Agent, may appoint at such other place or places, if
any, as may be designated, upon surrender of this Warrant Certificate to the
Warrant Agent or other registrar accompanied by a written instrument of transfer
in form and execution satisfactory to the Warrant Agent or other registrar and
upon compliance with the conditions prescribed in the Warrant Indenture and with
such reasonable requirements as the Warrant Agent or other registrar may
prescribe and upon the transfer being duly noted thereon by the Warrant Agent or
other registrar. Time is of the essence hereof. 

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

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

[EXECUTION PAGE FOLLOWS] 




- 6 - 

IN WITNESS WHEREOF the Corporation has caused this
Warrant Certificate to be duly executed as of • , 2015. 

	 	                                                                                                                                       	NOBILIS HEALTH CORP.
    
	 	 	 
	 	  	 	 
	 	                                                                                                                                       
    	By:	 
	 	                                                                                                                                                             	 	Authorized Signatory 
	Countersigned and Registered by: 	 	 
	 	 	 
	CST TRUST COMPANY 	 	 
	 	 	 
	By: 	 	 	 
	 	           
             Authorized Signatory 	 	 







	- 7 - 
	 
	 
	FORM OF TRANSFER 
	To:   CST 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.


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) 	
      as of the date hereof there is an effective registration
      statement filed with the United States Securities and Exchange Commission
      covering the issuance of the Common Shares. For purposes hereof the terms
      “United States” and “U.S. Person” shall have the meanings ascribed to them
      in Regulation S under the U.S. Securities Act; 

	 	  	  
	 	  	  
	                                           [ 
      ]	(C) 	
      the transfer is being made pursuant to an exemption from,
      or in a transaction not subject to, the registration requirements of the
      U.S. Securities Act and, in each case, in accordance with any applicable
      securities laws of any state of the United States and the undersigned has
      furnished to the Corporation and the Warrant Agent an opinion of counsel
      of recognized standing in form and substance reasonably satisfactory to
      the Corporation and the Warrant Agent to such effect.




DATED this ____ day of_________________, 20____. 


	SPACE FOR GUARANTEES OF 	) 	  
	SIGNATURES (BELOW) 	  	  
	 	) 	 
    
	 	 	 
	 	) 	Signature of Transferor 
	 	 	 
	 	) 	  
	 	 	 
	 	) 	 
    







- 8 - 

	Guarantor’s Signature/Stamp 	) 	Name of Transferor 
	 	 	 
	  	) 	  


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 the Warrant Certificate(s), in every
particular, without alteration or enlargement, or any change whatsoever. The
signature(s) on this form must be guaranteed in accordance with the warrantr
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 transfer, 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 the
      Guarantor must affix a stamp bearing the actual words “Signature
      Guaranteed”. 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
      Guarantee” Stamp) obtained from an authorized officer of a major Canadian
      Schedule 1 chartered bank. 

	  	
       

	• 	
      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.








Schedule B 

EXERCISE FORM 

	TO: 	NOBILIS HEALTH CORP. 
	  	  
	AND TO: 	CST Trust Company 
	  	320 Bay Street, Basement Level (B1), Toronto,
      ON M5H 4A6 
	  	Attn.: Corporate Actions 


The undersigned holder of the
Warrants evidenced by this Warrant Certificate hereby exercises the right to
acquire ____________ (A) Common Shares of NOBILIS HEALTH CORP. 

Exercise Price Payable:
__________________________________________________((A) multiplied by $11.50,
subject to adjustment) 

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 laws. 

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

The undersigned represents, warrants and certifies as follows
(one (only) of the following must be checked): 

	                       
       [  ]	(A) 	
      the undersigned holder at the time of exercise of the
      Warrants (i) is not in the United States, (ii) is not a U.S. Person, (iii)
      is not exercising the Warrants for the account or benefit of a U.S. Person
      or a person in the United States, (iv) did not execute or deliver this
      exercise form in the United States and (v) delivery of the underlying
      Common Shares will not be to an address in the United States; OR


	 	  	
      

	                       
       [  ]	(B) 	
      as of the date hereof there is an effective registration
      statement filed with the United States Securities and Exchange Commission
      covering the issuance of the Common Shares; OR 

	 	  	
      

	                        
      [  ]	(C) 	
      the undersigned holder (a) is the original U.S. purchaser
      who purchased the Warrants pursuant to the Corporation’s Unit offering who
      represented in the subscription agreement in connection with its purchase
      of Treasury Units that it was an “accredited investor” as defined in Rule
      501(a) of Regulation D under the U.S. Securities Act of 1933, as amended
      (the “U.S. Securities Act”), (b) is exercising the Warrants for its
      own account or for the account of a disclosed principal that was named in
      the subscription agreement pursuant to which it purchased such Treasury
      Units, and (c) is, and such disclosed principal, if any, is an "accredited
      investor" as defined in Rule 501(a) of Regulation D under the U.S.
      Securities Act at the time of exercise of these Warrants and the
      representations and warranties of the holder made in the original
      subscription agreement remain true and correct as of the date of exercise
      of these Warrants; OR 

	 	 	 
	                        
      [  ]	 (D)	
      if the undersigned holder is (i) a holder in the United
      States, (ii) a U.S. Person, (iii) a person exercising for the account or
      benefit of a U.S. Person or a person in the United States, (iv) executing
      or delivering this exercise form in the United States or (v) requesting
      delivery of the underlying Common Shares in the United States, the
      undersigned holder has delivered to the Corporation and the Warrant Agent
      (a) a completed and executed U.S. Purchaser Certification in substantially
      the form attached to the Warrant Indenture as Schedule C or (b) an opinion
      of counsel (which will not be sufficient unless it is in form and
      substance reasonably satisfactory to the Corporation) or such other
      evidence reasonably satisfactory to the Corporation to the effect that
      with respect to the Common Shares to be delivered upon exercise of the
      Warrants, the issuance of such securities has been registered under the
      U.S. Securities Act and applicable state securities laws, or an exemption
      from such registration requirements is
  available.  







- 2 - 

It is understood that the
Corporation and CST Trust Company may require evidence to verify the foregoing
representations. 

	Notes: 	(1) 	Certificates will not be registered or
      delivered to an address in the United States unless Box B, C or D above is
      checked. 
	  	  	  
		(2) 	If Box D above is checked, holders are
      encouraged to consult with the Corporation and the Warrant Agent in
      advance to determine that the legal opinion tendered in connection with
      the exercise will be satisfactory in form and substance to the Corporation
      and the Warrant Agent. 


“United States” and “U.S. Person” are as defined in Rule 902 of
Regulation S under the U.S. Securities Act. 

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

	Name(s) in Full 	 	Address(es) 	 	Number of 
	  	 	  	 	Common Shares 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






- 3 - 

	Name(s) in Full 	 	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 and delivered together with this Exercise Form. 

Once completed and executed, this
Exercise Form must be mailed or delivered to CST Trust Company, 320 Bay Street,
Basement Level (B1), Toronto, ON, M5H 4A6, Attention: Corporate Actions.

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. 




Schedule C 

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF
WARRANTS 

NOBILIS HEALTH CORP. 

- and to - 

CST TRUST COMPANY 
as Warrant Agent 

Dear Sirs: 

We are delivering this letter in connection with the purchase
of common shares (the “CommonShares”) of Nobilis Health Corp., a corporation
incorporated under the laws of the Province of  British Columbia (the
“Corporation”) upon the exercise of warrants of the Corporation (“Warrants”),
issued under the warrant indenture dated as of • , 2015 between the Corporation
and CST Trust Company. 

We hereby confirm that: 

	 	(a) 	
      we are an “accredited investor” satisfying one or more of
      the criteria set forth in Rule 501(a) of Regulation D under the United
      States Securities Act of 1933, as amended (the “U.S. Securities Act”)
      (complete Appendix A hereto);

	 	 	 
	 	(b) 	
      we are purchasing the Common Shares for our own
      account;

	 	 	 
	 	(c) 	
      we have such knowledge and experience in financial and
      business matters that we are capable of evaluating the merits and risks of
      purchasing the Common Shares;

	 	 	 
	 	(d) 	
      we are not acquiring the Common Shares with a view to
      distribution thereof or with any present intention of offering or selling
      any of the Common Shares, except (A) to the Corporation, (B) outside the
      United States in accordance with Regulation Sunder the U.S. Securities Act
      or (C) inside the United States in accordance with Rule 144 under the U.S.
      Securities Act, if available, and in compliance with applicable state
      securities laws;

	 	 	 
	 	(e) 	
      we acknowledge that we have had access to such financial
      and other information as we deem necessary in connection with our decision
      to exercise the Warrants and purchase the Common Shares; and

	 	 	 
	 	(f) 	
      we acknowledge that we are not purchasing the Common
      Shares as a result of any

	 	 	 
	 		
      “general solicitation” or “general advertising” (as those
      terms are used in Regulation D under the U.S. Securities Act), including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or on the Internet, or broadcast over
      radio, television or the Internet, or any seminar or meeting whose
      attendees have been invited by general solicitation or general
      advertising.







- 2 - 

We understand that the Common
Shares are being offered in a transaction not involving any public offering
within the United States within the meaning of the U.S. Securities Act and that
the Common Shares have not been and will not be registered under the U.S.
Securities Act.

We further understand that any
Common Shares acquired by us will be “restricted securities” as defined in Rule
144(a)(3) under the U.S. Securities Act, will be issued in the form of
definitive physical certificates and that such certificates will bear a legend
reflecting the fact that we will not offer, sell or otherwise transfer any of
the Common Shares, directly or indirectly, unless (i) the sale is to the
Corporation; (ii) the sale is made outside the United States in compliance with
the requirements of Regulation S under the U.S. Securities Act; or (iii) the
sale is made (A) pursuant to an exemption from registration under the U.S.
Securities Act provided by Rule 144 thereunder, if available, and in compliance
with any applicable state securities laws or (B) pursuant to a transaction that
does not require registration under the U.S. Securities Act or applicable state
securities laws, and in the case of each of (A) and (B), the seller has
furnished to the Corporation an opinion to such effect from counsel of
recognized standing reasonably satisfactory to the Corporation prior to such
offer, sale or transfer. 

We acknowledge and consent to the
fact that the Corporation and the Warrant Agent are collecting our personal
information for the purpose of facilitating our exercise of the Warrants. We
further acknowledge and consent to the fact that the Corporation or the Warrant
Agent may be required by applicable securities laws to provide the securities
regulators or other authorities pursuant to the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) with any personal
information provided by us in connection with the Warrants. Notwithstanding that
we may be purchasing Common Shares as agent on behalf of an undisclosed
principal, we agree to provide, on request, particulars as to the identity of
such undisclosed principal as may be required by the Corporation or the Warrant
Agent in order to comply with the foregoing. 

We represent and warrant that (a)
the funds representing the exercise price for of the Warrants which will be
advanced by us to the Corporation will not represent proceeds of crime for the
purposes of the United States Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the
“PATRIOT Act”), and we acknowledge that the Corporation and/or the Warrant Agent
may in the future be required by law to disclose our name and other information
relating to the Warrants, on a confidential basis, pursuant to the PATRIOT Act,
and (b) no portion of the subscription price to be provided by us (i) has been
or will be derived from or related to any activity that is deemed criminal under
the laws of the United States of America, or any other jurisdiction, or (ii) is
being tendered on behalf of a person or entity that has not been identified to
or by us, and we shall promptly notify the Corporation and the Warrant Agent if
we discover that any of such representations ceases to be true and provide the
Corporation and the Warrant Agent with appropriate information in connection
therewith. 

We acknowledge that you will rely
upon our confirmations, acknowledgements and agreements set forth herein, and we
agree to notify you promptly in writing if any of our representations or
warranties herein ceases to be accurate or complete. 

	DATED this ____day of _____, 20__. 	 
	  	 
	                                                                                                                                       	X 
	                                                                                                                                     
    	Signature of individual (if purchaser is an
    individual)






- 3 - 

	 	X 
	 	Authorized signatory (if purchaser is not
      an 
	 	individual) 
	 	  
	 	 
	 	Name
      of purchaser (please print) 
	 	 
	 	  
	 	Name
      of authorized signatory (please print) 
	 	 
	 	  
	 	Official capacity of authorized signatory
      (please 
	 	print) 






- 4 - 

Appendix A to 

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF
WARRANTS 

The following categories of “accredited investor” are set forth
in Rule 501(a) of Regulation D under the U.S. Securities Act (please write
“SUB” on each line that applies to you, and “BP” on each line that
applies to each beneficial purchaser, if any, on whose behalf you are acting as
a fiduciary or agent):

	
      __________Category 1. 
	
      A bank, as defined in Section 3(a)(2) of the U.S.
      Securities Act, whether acting in its individual or fiduciary capacity; a
      savings and loan association or other institution as defined in Section
      3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or
      fiduciary capacity; a broker or dealer registered pursuant to Section 15
      of the United States Securities Exchange Act of 1934; an insurance company
      as defined in Section 2(a)(13) of the U.S. Securities Act; an investment
      company registered under the United States Investment Company Act of 1940;
      a business development company as defined in Section 2(a)(48) of the
      United States Investment Company Act of 1940; a small business investment
      company licensed by the U.S. Small Business Administration under Section
      301 (c) or (d) of the United States Small Business Investment Act of 1958;
      a plan established and maintained by a state, its political subdivisions
      or any agency or instrumentality of a state or its political subdivisions,
      for the benefit of its employees, with total assets in excess of U.S.
      $5,000,000; or an employee benefit plan within the meaning of the United
      States Employee Retirement Income Security Act of 1974 in which the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or an employee benefit
      plan with total assets in excess of U.S. $5,000,000 or, if a self-directed
      plan, with investment decisions made solely by persons who are Accredited
      Investors; or 

	
      
	
	
      __________Category 2. 
	
      A private business development company as defined in
      Section 202(a)(22) of the United States Investment Advisers Act of 1940;
      or 

	
      
	
	
      __________Category 3. 
	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust, or a partnership, not formed for the specific
      purpose of acquiring the Purchased Securities offered, with total assets
      in excess of U.S. $5,000,000; or 

	
      
	
	
      __________Category 4. 
	
      A director or executive officer of the Corporation; or
      







- 5 - 

	__________Category 5. 	
      A natural person whose individual net worth, or joint net
      worth with that person's spouse, at the time of this purchase exceeds
      US$1,000,000; provided, however, that (i) person’s primary residence shall
      not be included as an asset; (ii) indebtedness that is secured by the
      person’s primary residence, up to the estimated fair market value of the
      primary residence at the time of the sale of securities, shall not be
      included as a liability (except that if the amount of such indebtedness
      outstanding at the time of the sale of securities exceeds the amount
      outstanding 60 days before such time, other than as a result of the
      acquisition of the primary residence, the amount of such excess shall be
      included as a liability); and (iii) indebtedness that is secured by the
      person’s primary residence in excess of the estimated fair market value of
      the primary residence at the time of the sale of securities shall be
      included as a liability; or 

	  	
       

	__________Category 6. 	
      A natural person who had an individual income in excess
      of U.S. $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of U.S. $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; or 

	  	
       

	__________Category 7. 	
      A trust, with total assets in excess of U.S. $5,000,000,
      not formed for the specific purpose of acquiring the Purchased Securities
      offered, whose purchase is directed by a sophisticated person as described
      in Rule 506(b)(2)(ii) under the U.S. Securities Act; or 

	  	
       

	__________Category 8. 	
      An entity in which all of the equity owners are
      accredited investors. 




	DATED this ____day of _____,
      20__. 	
	 	  
	 	X 
	 	Signature of individual (if purchaser is
      an 
	 	individual) 
	 	  
	 	X 
	 	Authorized signatory (if purchaser is not
      an 
	 	individual) 
	 	  
	 	  
	 	Name of purchaser (please print) 
	 	  
	 	  
	 	Name of authorized signatory (please
      print) 
	 	  
	 	  
	 	Official capacity of authorized signatory
      (please 
	 	print)