Exhibit
10.13


 


BUNKER
HILL MINING CORP.


 


as
the Corporation


 


and


 


CAPITAL
TRANSFER AGENCY ULC


 


as
the Warrant Agent


 


 






 


WARRANT
INDENTURE


Providing
for the Issue of Warrants


 


Dated
as of March 31, 2022


 









    	 



     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
    No
	 	 	 
	 	Article
    1	 
	 	INTERPRETATION	 
	 	 	 
	Section
    1.1	Definitions.	2
	Section
    1.2	Gender
    and Number.	6
	Section
    1.3	Headings,
    Etc.	6
	Section
    1.4	Day
    not a Business Day.	6
	Section
    1.5	Time
    of the Essence.	6
	Section
    1.6	Monetary
    References.	7
	Section
    1.7	Applicable
    Law.	7
	 	 	 
	 	Article
    2	 
	 	ISSUE
    OF WARRANTS	 
	 	 	 
	Section
    2.1	Creation
    and Issue of Warrants.	7
	Section
    2.2	Terms
    of Warrants.	7
	Section
    2.3	Warrantholder
    not a Shareholder.	8
	Section
    2.4	Warrants
    to Rank Pari Passu.	8
	Section
    2.5	Form
    of Warrants, Warrant Certificates.	8
	Section
    2.6	Book-Entry
    Warrants.	8
	Section
    2.7	Warrant
    Certificate.	10
	Section
    2.8	Legends.	11
	Section
    2.9	Register
    of Warrants	12
	Section
    2.10	Issue
    in Substitution for Warrant Certificates Lost, etc.	13
	Section
    2.11	Exchange
    of Warrant Certificates.	13
	Section
    2.12	Transfer
    and Ownership of Warrants.	14
	Section
    2.13	Cancellation
    of Surrendered Warrants.	14
	 	 	 
	 	Article
    3	 
	 	EXERCISE
    OF WARRANTS	 
	 	 	 
	Section
    3.1	Right
    of Exercise.	15
	Section
    3.2	Warrant
    Exercise.	15
	Section
    3.3	Cashless
    Exercise of Warrants	16
	Section
    3.4	Restrictions
    on Exercise by U.S. Persons; Legended Certificates	17
	Section
    3.5	Transfer
    Fees and Taxes.	18
	Section
    3.6	Warrant
    Agency.	19
	Section
    3.7	Effect
    of Exercise of Warrant Certificates.	19
	Section
    3.8	Partial
    Exercise of Warrants; Fractions.	19
	Section
    3.9	Expiration
    of Warrants.	20
	Section
    3.10	Accounting
    and Recording.	20
	Section
    3.11	Securities
    Restrictions	20



 






    	 



     


    

 


TABLE OF CONTENTS


(continued)


 










			Page
                                            No. 
	 	Article
    4	 
	 	ADJUSTMENT
                                            OF NUMBER OF Warrant SHARES AND EXERCISE PRICE

	 
	 	 	 
	Section
    4.1	Adjustment
    of Number of Warrant Shares and Exercise Price.	20
	Section
    4.2	Entitlement
    to Warrant Shares on Exercise of Warrant.	23
	Section
    4.3	No
    Adjustment for Certain Transactions.	24
	Section
    4.4	Determination
    by Independent Firm.	24
	Section
    4.5	Proceedings
    Prior to any Action Requiring Adjustment.	24
	Section
    4.6	Certificate
    of Adjustment.	24
	Section
    4.7	Notice
    of Special Matters.	24
	Section
    4.8	No
    Action after Notice.	24
	Section
    4.9	Other
    Action.	25
	Section
    4.10	Protection
    of Warrant Agent.	25
	Section
    4.11	Participation
    by Warrantholder.	25
	 	 	 
	 	Article
    5	 
	 	RIGHTS
    OF THE CORPORATION AND COVENANTS	 
	 	 	 
	Section
    5.1	Optional
    Purchases by the Corporation.	25
	Section
    5.2	General
    Covenants.	26
	Section
    5.3	Warrant
    Agent’s Remuneration and Expenses.	26
	Section
    5.4	Performance
    of Covenants by Warrant Agent.	26
	Section
    5.5	Enforceability
    of Warrants.	26
	 	 	 
	 	Article
    6	 
	 	ENFORCEMENT	 
	 	 	 
	Section
    6.1	Suits
    by Registered Warrantholders.	27
	Section
    6.2	Suits
    by the Corporation.	27
	Section
    6.3	Immunity
    of Shareholders, etc.	27
	Section
    6.4	Waiver
    of Default.	27
	 	 	 
	 	Article
    7	 
	 	MEETINGS
                                            OF REGISTERED WARRANTHOLDERS

	 
	 	 	 
	Section
    7.1	Right
    to Convene Meetings.	27
	Section
    7.2	Notice.	28
	Section
    7.3	Chairman.	28
	Section
    7.4	Quorum.	28
	Section
    7.5	Power
    to Adjourn.	28
	Section
    7.6	Show
    of Hands.	28
	Section
    7.7	Poll
    and Voting.	29
	Section
    7.8	Regulations.	29
	Section
    7.9	Corporation
    and Warrant Agent May be Represented.	29
	Section
    7.10	Powers
    Exercisable by Extraordinary Resolution.	29
	Section
    7.11	Meaning
    of Extraordinary Resolution.	30
	Section
    7.12	Powers
    Cumulative.	31
	Section
    7.13	Minutes.	31
	Section
    7.14	Instruments
    in Writing.	31
	Section
    7.15	Binding
    Effect of Resolutions.	31
	Section
    7.16	Holdings
    by Corporation Disregarded.	31


 









    	 



     


    

 





	 		Page
    No.  
	 	Article
    8	 
	 	SUPPLEMENTAL
    INDENTURES	 
	 	 	 
	Section
    8.1	Provision
    for Supplemental Indentures for Certain Purposes.	32
	Section
    8.2	Successor
    Entities.	32
	 	 	 
	 	Article
    9	 
	 	CONCERNING
                                            THE WARRANT Agent

	 
	 	 	 
	Section
    9.1	Trust
    Indenture Legislation.	33
	Section
    9.2	Rights
    and Duties of Warrant Agent.	33
	Section
    9.3	Evidence,
    Experts and Advisers.	33
	Section
    9.4	Documents,
    Monies, etc. Held by Warrant Agent.	34
	Section
    9.5	Actions
    by Warrant Agent to Protect Interest.	34
	Section
    9.6	Warrant
    Agent Not Required to Give Security.	34
	Section
    9.7	Protection
    of Warrant Agent.	34
	Section
    9.8	Replacement
    of Warrant Agent; Successor by Merger.	35
	Section
    9.9	Acceptance
    of Agency	36
	Section
    9.10	Warrant
    Agent Not to be Appointed Receiver.	36
	Section
    9.11	Warrant
    Agent Not Required to Give Notice of Default.	36
	Section
    9.12	Anti-Money
    Laundering.	36
	Section
    9.13	Compliance
    with Privacy Code.	37
	Section
    9.14	Securities
    Exchange Commission Certification.	37
	 	 	 
	 	Article
                                            10

	 
	 	GENERAL	 
	 	 	 
	Section
    10.1	Notice
    to the Corporation and the Warrant Agent.	38
	Section
    10.2	Notice
    to Registered Warrantholders.	38
	Section
    10.3	Ownership
    of Warrants.	39
	Section
    10.4	Counterparts.	39
	Section
    10.5	Satisfaction
    and Discharge of Indenture.	39
	Section
    10.6	Provisions
    of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.	39
	Section
    10.7	Common
    Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.	40
	Section
    10.8	Severability	40
	Section
    10.9	Force
    Majeure	40
	Section
    10.10	Assignment,
    Successors and Assigns	40
	Section
    10.11	Rights
    of Rescission and Withdrawal for Holders	40
	 		 
	 	SCHEDULES

	 
	SCHEDULE
    “A” - FORM OF WARRANT	 
	SCHEDULE “B”	 	 
	EXERCISE
    FORM	 





 













    	 



    	 



    

 


WARRANT
INDENTURE


 


THIS
WARRANT INDENTURE is dated as of March 31, 2022.


 


BETWEEN:


 


BUNKER
HILL MINING CORP., a company incorporated under the laws of the State of Nevada


 


(the
“Company”)


 


-
and -


 


CAPITAL
TRANSFER AGENCY ULC, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada


 


(the
“Warrant Agent”)


 


WHEREAS:


 


	A.	The
    Corporation is completing a brokered private placement offering (the “Brokered Offering”) of up to [●]
    Special Warrants pursuant to the terms of the Agency Agreement and the terms of the Special Warrant Indenture (as such terms
    are defined herein);
	 	 
	B.	Each
    Special Warrant entitles the holder thereof upon exercise or deemed exercise thereof, subject to certain adjustment and the Penalty
    Provision (as defined herein), to one Unit comprised of one Common Share and one Warrant (as such terms are defined herein), including
    any additional Units that may be issued pursuant to the Penalty Provision;
	 	 
	C.	Pursuant
    to the Brokered Offering, the Corporation is proposing to issue up to [●] Warrants in the manner set forth herein and
    pursuant to the terms of this Indenture, including the Warrants issuable pursuant to the Penalty Provision;
	 	 
	D.	Pursuant
    to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one Common Share (each, a “Warrant
    Share”) upon payment of the Exercise Price prior to the Expiry Time (as such terms are defined herein) upon the terms and
    conditions herein set forth;
	 	 
	E.	Concurrently
    with the Brokered Offering, the Corporation is completing a non-brokered private placement offering (the “Non-Brokered Offering”)
    of units of the Corporation. Pursuant to the Non-Brokered Offering, the Corporation may issue up to [●] common share
    purchase warrants pursuant to the terms of the Non-Brokered Warrant Indenture (as such terms are defined herein);
	 	 
	F.	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
	 	 
	G.	The
    foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent.


 


 


NOW
THEREFORE, THIS INDENTURE WITNESSETH that for good and valuable consideration mutually given and received, 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 holders of Warrants issued pursuant to this
Indenture, and the parties hereto agree as follows:


 




    	 



    	-2-



    

 


Article
1


INTERPRETATION


 


Section
1.1 Definitions.


 


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


 


“Accredited
Investors” means an “accredited investor” within the meaning of Rule 501(a) of Regulation D;


 


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


 


“Agency
Agreement” means the agency agreement among the Corporation, Echelon Wealth Partners Inc., BMO Nesbitt Burns Inc. and Laurentian
Bank Securities Inc. dated March 31, 2022, governing the sale of the Special Warrants pursuant to the Brokered Offering;


 


“Applicable
Legislation” means such provisions of any statute of the United States, a State thereof, Canada or of a Province or Territory
thereof, and the regulations under any such named or other statute, including Securities Laws, 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;


 


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


 


“Authenticated”
means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures
of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by 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
Participants” means institutions that participate directly or indirectly in the Depository’s book-entry registration
system for the Warrants;


 


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


 


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


 


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


 


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


 


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


 


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


 


“CSE”
means the Canadian Securities Exchange;


 




    	 



    	-3-



    

 


“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 CSE or if on such date the Common Shares are not listed on the CSE, on such stock exchange upon which such Common Shares are listed
and as selected by the directors of the Corporation, 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, provided further that if the Common Shares are not then
listed on any Canadian stock exchange or traded in the over-the-counter market, then the Current Market Price shall be the fair market
value of the Common Shares as determined in good faith by the board of 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;


 


“DRS”
means the Direct Registration System maintained by the Special Warrant Agent in respect of the Special Warrants;


 


“DRS
Advice” means the notification produced by the DRS evidencing ownership of the Special Warrants;


 


“Effective
Date” means the date of this Indenture;


 


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


 


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


 


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


 


“Exercise
Price” at any time means the price at which a whole Warrant Share may be purchased by the exercise of a whole Warrant, which
is initially $0.37 per Warrant Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions
of Section 4.1;


 


“Expiry
Date” means March 31, 2025;


 


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


 


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


 


“Internal
Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries
in the register (including without limitation, original issuance or registration of transfer of ownership) based on the Warrant Agent’s
then current internal procedures customary for such entry, change or deletion;


 


“Issue
Date” means the date of issuance of the Warrants upon the exercise or deemed exercise of the Special Warrants;


 


“MI
11-102” means Multilateral Instrument 11-102 - Passport System;


 


“NP
11-202” means National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions;


 




    	 



    	-4-



    

 


“Penalty
Provision” means the provision of the Special Warrant Indenture whereby, if the Qualification Date has not occurred on or prior
to 5:00 p.m. (EST) on the date that is 60 days following March 31, 2022, each holder of Special Warrants shall acquire, at no additional
cost or further action by the holder, 1.1 Units per unexercised Special Warrant, instead of 1.0 Units, by automatic exercise at 5:00
p.m. (EST) on the Qualification Date Expiry, each such 1.1 Units being comprised of 1.1 Common Shares and 1.1 Warrants, provided however,
that any fractional additional Unit entitled will be rounded up to the next greater whole number of Units if the fractional entitlement
is equal to or great than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Units
if the fractional entitlement is less than 0.5 and, in calculating such fractional interests;


 


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


 


“Principal
Regulator” means the Ontario Securities Commission or such other Securities Regulator as may be determined pursuant to MI 11-102;


 


“Prospectus”
means the final Prospectus of the Company, and any amendment thereto, to be filed with the Securities Regulators in each of the
Selling Jurisdictions located in Canada in respect of the qualification of the distribution of the Underlying Securities to be issued
upon the exercise or deemed exercise of the Special Warrants;


 


“Qualification
Date” means the date on which both (A) a Receipt is issued by the Principal Regulator and by the applicable Securities Regulators
in each of the Selling Jurisdictions located in Canada in respect of the Prospectus, and (B) the Registration Statement has been declared
effective by the SEC;


 


“Qualification
Date Expiry” means the earlier of:


 


	 	(a)	the
    third Business Day after the Qualification Date; and
	 	 	 
	 	(b)	October
    1, 2022;


 


“register”
means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9;


 


“Receipt”
means the final decision document in respect of the Prospectus issued (or deemed to be issued) by the Principal Regulator, which is deemed
to be a receipt of the Securities Regulators in each of the Selling Jurisdictions in Canada in which the Prospectus will be filed to
qualify the distribution of the Underlying Securities in accordance with MI 11-102 and NP 11-202;


 


“Registration
Statement” means the registration statement of the Company filed with the SEC registering the Underlying Securities to be issued
upon the voluntary or automatic exercise of the Special Warrants;


 


“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 United States Securities and Exchange Commission under the U.S. Securities Act;


 


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


 


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


 


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


 


“Securities
Laws” means the securities laws, regulations, rules, rulings and orders and the blanket rulings and policies and written interpretations
of, and multilateral or national instruments adopted by, the Securities Regulators and the policies and rules of any applicable stock
exchange or quotation or stock reporting system, including the CSE;


 




    	 



    	-5-



    

 


“Securities
Regulators” means the securities commissions or other securities regulatory authorities of all of the Selling Jurisdictions
or the relevant Selling Jurisdictions as the context requires;


 


“Selling
Jurisdictions” means each of the provinces of Canada, other than Québec, in which sales of the Special Warrants are
made, the United States, if applicable, and any other jurisdictions which are agreed to by the Company;


 


“Shareholders”
means holders of Common Shares;


 


“Special
Warrants” means the special warrants created, issued and certified pursuant to the Special Warrant Indenture entitling the
holders thereof to acquire the Units;


 


“Special
Warrant Indenture” means the special warrant indenture entered into effective [●], 2022 between the Corporation
and Capital Tansfer Agency ULC, as special warrant agent;


 


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


 


“Uncertificated
Warrant” means any Warrant which is not evidenced by a Warrant Certificate, including but not limited to DRS Advices;


 


“Underlying
Securities” means the Common Shares and Warrants to be issued upon voluntary or automatic exercise of the Special Warrants;


 


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


 


“Units”
means the units of the Corporation issuable upon the exercise or deemed exercise of the Special Warrants consisting of one Common Share
and one Warrant, subject to the Penalty Provision;


 


“U.S.
Accredited Investor Certificate” means the U.S. Accredited Investor Certificate, attached as Schedule B – Annex 1 to
the subscription agreement, delivered by each Accredited Investor (that was not a Qualified Institutional Buyer) in connection with the
purchase of Special Warrants;


 


“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” means (1) an Accredited Investor that executed and delivered a U.S. Accredited Investor Certificate and that is
(i) a U.S. Person that purchased Special Warrants, (ii) a person that purchased Special Warrants for the account or benefit of any U.S.
Person or any person in the United States, (iii) a purchaser of Special Warrants that received an offer of the Special Warrants while
in the United States, or (iv) a person that was in the United States at the time the purchaser’s buy order was made or the subscription
agreement for Special Warrants was executed or delivered; or (2) any Warrantholder that is not an original purchaser of special warrants
from the Company that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person
in the United States;


 




    	 



    	-6-



    

 


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


 


“Warrants”
means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned
hereunder as a Warrant Certificate 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 [●] Warrant 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 3.6;


 


“Warrant
Agent” means Capital Transfer Agency ULC, 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 Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants
outstanding at such time;


 


“Warrantholders’
Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate
not less than 25% of the aggregate number of Warrant 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;


 


“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 duly authorized signatories of the Corporation and may consist of one or more instruments so executed;
and


 


“Warrant
Shares” has the meaning, subject to Article 4, set forth in the preambles hereto.


 


Section
1.2 Gender and Number.


 


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


 


Section
1.3 Headings, Etc.


 


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


 


Section
1.4 Day not a Business Day.


 


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


 


Section
1.5 Time of the Essence.


 


Time
shall be of the essence in this Indenture and each Warrant.


 




    	 



    	-7-



    

 


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


 


Article
2


ISSUE
OF WARRANTS


 


Section
2.1 Creation and Issue of Warrants.


 


A
maximum of [●] Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued in accordance
with the terms and conditions hereof. The Corporation hereby agrees that up to [●] Warrants (excluding the application of any Penalty
Provision) shall be issued in accordance with the terms and conditions hereof, upon exercise of the Special Warrants for Units consisting
of one Common Share and one Warrant in accordance with the terms and conditions of the Special Warrant Indenture. In the event that the
Penalty Provision is triggered, the Corporation hereby agrees that up to [●] Warrants shall be issued. By written order of the
Corporation, the Warrant Agent shall deliver Warrants in certificate or uncertificated form pursuant to Section 2.5 hereof to Registered
Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held
by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing
the aggregate number of such Warrants outstanding from time to time.


 


Section
2.2 Terms of Warrants.


 


	(1)	Subject
    to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with
    Section 4.1, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior
    to the Expiry Time, to acquire one (1) Warrant 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 Warrant Shares. Any fractional Warrants shall be rounded up to the next greater whole number if the fractional
    entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole
    number if the entitlement is less than 0.5 and, in calculating such fractional interest, all Warrants subscribed by such Warrantholder
    shall be aggregated.
	 	 
	(3)	Each
    whole Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.
	 	 
	(4)	The
    number of Warrant 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.
	 	 
	(5)	Neither
    the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the
    person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares
    may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Warrant Agent may require any person
    to provide proof of an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Warrant
    Shares are delivered pursuant to the exercise of any Warrant.


 




    	 



    	-8-



    

 


Section
2.3 Warrantholder not a Shareholder.


 


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


 


Section
2.4 Warrants to Rank Pari Passu.


 


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


 


Section
2.5 Form of Warrants, Warrant Certificates.


 


	(1)	The
    Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to a U.S. Purchaser will be evidenced
    in certificated form only and bear the applicable legends as set forth in Schedule “A” hereto. 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 and bearing the applicable legends as set out in Schedule “A” hereto, which shall be dated
    as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant
    Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in
    either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders
    to be maintained by the Warrant Agent in accordance with Section 2.6.
	 	 
	(2)	Each
    Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant
    Certificate set out in Schedule “A” hereto shall apply to all Warrants and Warrantholders regardless of whether such
    Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners
    of Warrant who beneficially hold security entitlements in respect of the Warrants through a Depository.


 


Section
2.6 Book-Entry Warrants.


 


	(1)	Reregistration
    of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book-entry registration
    system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership
    in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation,
    from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be
    entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or
    to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants
    held in the name of the Depository having any legend set forth in Section 2.8 herein and may only be held in the form of Uncertificated
    Warrants with the prior consent of the Warrant Agent and in accordance 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:


 




    	 



    	-9-



    

 





	 	(a)	the
    Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book-Entry
    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 properly discharge 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 Warrants through the Depository;
	 	 	 
	 	(e)	such
    right is required by Applicable Legislation, 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 U.S. Purchaser; 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 a certificate executed by an officer of the Corporation giving notice
to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).


 


	(3)	Subject
    to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants may be
    made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange
    for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants
    shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate
    specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
	 	 
	(4)	Every
    Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global
    Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall
    be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global
    Warrant or a nominee thereof.
	 	 
	(5)	Notwithstanding
    anything to the contrary in this Indenture, subject to Applicable Legislation, 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 Legislation and agreements between the Depository and the Book-Entry Participants
    and between such Book-Entry 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 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:


 




    	 



    	-10-



    

 


	 	(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 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 Participant.


 


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


 


Section
2.7 Warrant Certificate.


 


	(1)	For
    Warrants issued in certificated form, the form of certificate representing such 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 on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any duly authorized signatories 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.
    The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent
    may determine.
	 	 
	(2)	The
    Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial
    payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon
    be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive
    evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits
    of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with
    respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register
    at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated
    Warrants are binding on the Corporation.
	 	 
	(3)	Any
    Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant
    Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly entitle the holder to acquire Warrant
    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.


 




    	 



    	-11-



    

 


	(5)	No
    Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder
    thereof to the benefits of this Indenture, until it has been Authenticated by 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 Warrant Certificate shall
    be conclusive evidence that such Warrant Certificate 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
2.8 Legends.


 


	(1)	Neither
    the Warrants nor the Warrant Shares have been registered under the U.S. Securities Act or under any United States state securities
    laws. If required under United States securities laws, Warrant Certificates originally issued for the benefit or account of a U.S.
    Purchaser and each Warrant Certificate issued in exchange therefor or in substitution thereof shall bear the following legends or
    such variations thereof as the Corporation may prescribe from time to time:


 


“THE
SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION,
(B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL
LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (B), (C) OR (D), THE HOLDER HAS
PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS
ON STOCK EXCHANGES IN CANADA.”


 


provided
that the legend may be removed by delivery to the Corporation and the Warrant Agent of an opinion of counsel of recognized standing or
other evidence of exemption in form and substance reasonably satisfactory to the Corporation that such legend is no longer required under
applicable requirements of the U.S. Securities Act or state securities laws.


 


The
Warrant Agent shall be entitled to request any other documents that it may reasonably require in accordance with its internal policies
for the removal of the legend set forth above.


 


	(2)	Each
                                            CDS Global Warrant, if issued on a certificated basis, originally issued in Canada and held
                                            by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution
                                            thereof shall bear or be deemed to bear the following legend or such variations thereof as
                                            the Corporation may prescribe from time to time:









 



    	 



    	-12-



    




 


“UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO THE
CORPORATION 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)
    	Each
    Warrant Certificate originally issued in Canada or to a Canadian holder and each CDS Global Warrant originally issued in Canada and
    held by the Depository prior to the date a Receipt is issued by the Principal Regulator, (and each such Warrant Certificate or CDS
    Global Warrant, as the case may be, issued in exchange therefor or in substitution thereof prior to the date a Receipt is issued
    by the Principal Regulator) shall bear or be deemed to bear the following legend or such variations thereof as the Corporation my
    prescribe from time to time:


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND
A DAY AFTER THE CLOSING DATE].”


 


Each
Warrant Certificate originally issued in Canada or to a Canadian holder and each CDS Global Warrant originally issued in Canada and held
by the Depository after the Principal Regulator has issued a Receipt will not bear the legend in this Section 2.8(3).


 


	(4)	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 2.8(1) or Section 2.8(2), 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
2.9 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 Registered Warrantholder, the date of Authentication thereof and the number of Warrants;
	 	 	 
	 	(b)	whether
    such Warrant is a Warrant Certificate or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code assigned
    to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;
	 	 	 
	 	(c)	whether
    such Warrant has been cancelled; and
	 	 	 
	 	(d)	a
    register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.


 




    	 



    	-13-



    

 


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


 


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


 


Section
2.10 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 2.10 shall bear the cost of the issue thereof and in
    case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the
    Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen
    as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be
    required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their
    sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.


 


Section
2.11 Exchange of Warrant Certificates.


 





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


 







    	 



    	-14-



    

 








	(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 legend or legends set forth in Section 2.8(1) shall bear the same legend
    or legends.


 


Section
2.12 Transfer and Ownership of Warrants.


 


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


 


	 	(i)	the
    conditions herein;
	 	 	 
	 	(ii)	such
    reasonable requirements as the Warrant Agent may prescribe; and
	 	 	 
	 	(iii)	all
    applicable securities legislation and requirements of regulatory authorities;


 


	 	and
    such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent
    shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant,
    an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the
    CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent
    and will not be noted on the register maintained by the Warrant Agent.


 










	(2)	If
    a Warrant Certificate tendered for transfer bears any of the legends set forth in Section 2.8(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) an opinion of counsel of recognized standing, reasonably satisfactory to the Corporation that the proposed transfer
    is exempt from registration with applicable state laws and the U.S. Securities Act and that such legends may be removed.
	 	 
	(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 Warrant 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
2.13 Cancellation of Surrendered Warrants.


 


All
Warrant Certificates surrendered pursuant to Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated
Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent
shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants
evidenced thereby, the number of Warrant 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.


 




    	 



    	-15-



    

 


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) Warrant Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.


 


If
no Registration Statement is effective under the U.S. Securities Act, or if the Prospectus contained therein is not available
for the offer and sale of the Common Shares issuable upon exercise of the Warrants, at any time prior to the Expiry Time, such Warrantholder
shall be notified forthwith by the Warrant Agent that such Warrantholder is entitled to a cashless exercise, in accordance with Section
3.3.


 


Section
3.2 Warrant Exercise.


 


	(1)	Other
    than Warrants held by the Depository, Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by
    them in order to acquire Warrant Shares must complete the exercise form (the “Exercise Notice”) attached to the
    Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the
    consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which
    may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders,
    and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to
    the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented
    by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate
    Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant
    Agent at the office referred to above.
	 	 
	(2)	In
    addition to completing the Exercise Notice attached to the Warrant Certificate(s), a U.S. Purchaser must provide an opinion of counsel
    of recognised standing in form and substance reasonably satisfactory to the Corporation 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 U.S. Purchaser that is the original U.S. Purchaser, such U.S. Purchaser will not be required to deliver 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 U.S. Purchaser in the U.S. Accredited Investor Certificate remain true and correct and the U.S. Purchaser represents
    to the Corporation as such.
	 	 
	(3)	A
    Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants must complete the
    Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order
    of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall
    be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail
    or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.
	 	 
	(4)	A
    beneficial owner 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 Participant to withdraw the Warrant from the
    book-entry registration system. Upon withdrawal of the Warrant, an individually registered Warrant Certificate shall be issued by
    the Warrant Agent to such beneficial owner or Book-Entry Participant and the exercise procedures set forth in forth in Section 3.2(1)
    shall be followed.


 




    	 



    	-16-



    

 


	(5)	Payment
    representing the aggregate Exercise Price must be provided to the appropriate office of the Book-Entry Participant in a manner acceptable
    to it. A notice in form acceptable to the Book-Entry Participant and payment from such beneficial holder should be provided to the
    Book-Entry Participant sufficiently in advance so as to permit the Book-Entry Participant to deliver notice and payment to
    the Warrant Agent prior to the Expiry Time. The beneficial owner or Book-Entry Participant will initiate the exercise by way of the
    instructions received from the beneficial owner and forward the aggregate Exercise Price electronically to the Warrant Agent and
    the Warrant Agent will execute the exercise by issuing to the beneficial owner or Book-Entry Participant the Warrant 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 Participant exercising the Warrants on its behalf.
	 	 
	(6)	By
    causing a Book-Entry Participant to deliver notice to the Warrant Agent, a Warrantholder shall be deemed to have irrevocably surrendered
    his or her Warrants so exercised and appointed such Book-Entry Participant to act as his or her exclusive settlement agent with respect
    to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise.
	 	 
	(7)	Any
    notice which the Warrant Agent determines to be incomplete, not in proper form or not duly executed shall for all purposes be void
    and of no force and 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 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
    Participant or the Warrantholder.
	 	 
	(8)	The
    Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators
    or other legal representativess or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory
    to the Warrant Agent.
	 	 
	(9)	Any
    exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Warrant Shares subscribed must be paid
    at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder must be
    received by the Warrant Agent prior to the Expiry Time.
	 	 
	(10)	Warrants
    may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications
    set forth on the Exercise Notice set out in Schedule “B” or as provided herein.
	 	 
	(11)	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.
	 	 
	(12)	Exercise
    Notices 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 received by the Warrant Agent after business hours on any Business Day other than
    the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.
	 	 
	(13)	Any
    Warrant with respect to which a Exercise Notice is not received by the Warrant Agent before the Expiry Time shall be deemed to have
    expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.


 


Section
3.3 Cashless Exercise of Warrants


 


	(1)	If,
    at the time of exercise of any Warrant in accordance with this Indenture, there is no effective Registration Statement under the
    U.S. Securities Act, or the Prospectus contained therein is not available for the offer and sale of the Common Shares to the
    Warrantholder under the U.S. Securities Act, then the Warrants may only be exercised, in whole or in part, at such time by means
    of a “cashless exercise” in which the Warrantholder shall be entitled to receive a number of Common Shares equal to the
    quotient obtained by dividing [(A-B) (X)] by (A), where:


 




    	 



    	-17-



    

 


	 	A
    =	the
    last Current Market Price immediately preceding the time of delivery of the Exercise Form giving rise to the applicable “cashless
    exercise” (to clarify, the “last Current Market Price” will be the last Current Market Price as calculated over
    an entire Trading Day such that, in the event that a Warrant is exercised at a time when the CSE is open, the prior Trading Day’s
    Current Market Price shall be used in this calculation);
	 	 	 
	 	B
    =	the
    Exercise Price of the Warrant, as adjusted hereunder (if any); and
	 	 	 
	 	X
    =	the
    number of Common Shares that would be issuable upon exercise of the Warrant in accordance with the terms of such Warrant if such
    exercise were by means of a cash exercise rather than a cashless exercise.


 


	(2)	If
    Common Shares are issued pursuant to such a cashless exercise, the parties acknowledge and agree that in accordance with Section
    3(a)(9) of the U.S. Securities Act, such Common Shares shall take on the registered characteristics of the Warrants being exercised.
    The Corporation agrees not to take any position contrary to this Section 3.3(2).
	 	 
	(3)	Upon
    receipt of a duly completed Subscription Form that specifies a cashless exercise, the Warrant Agent will notify the Corporation,
    which will calculate and provide in writing to the Warrant Agent the number of Common Shares to be allotted to the Warrantholder.
	 	 
	(4)	Any
    Warrantholder that holds Warrants registered in the name of CDS and that wishes to exercise such Warrants under this section by means
    of a cashless exercise must first withdraw their position from CDS, arrange to have the applicable Warrant certificated and surrender
    such warrant certificate to the Warrant Agent for exercise by means of a “cashless exercise”.


 


For
the avoidance of doubt, a Warrantholder may only exercise his or her warrants by means of “cashless exercise” if there is
no effective registration statement under the U.S. Securities Act registering, or the Prospectus contained therein is not available
for, the offer and issuance of the Common Shares to the Warrantholder upon the exercise of his or her Warrants. If there is an effective
registration statement under the U.S. Securities Act registering, or the Prospectus contained therein is available for, the offer
and issuance of the Common Shares to the Warrantholder upon the exercise of his or her Warrants, such Warrantholder may only exercise
his or her Warrants in accordance with Section 3.2. Furthermore, the Warrant Agent shall not be held liable for any exercise carried
out by a Warrantholder that should have been carried out by means of a “cashless exercise” as described herein.


 


Section
3.4 Restrictions on Exercise by U.S. Persons; Legended Certificates


 


	(1)	Subject
    to Section 3.4(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii)
    no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States.
	 	 
	(2)	Notwithstanding
    Section 3.4(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf
    of a U.S. Person, and Warrant 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 is an Accredited Investor and (b) delivers a completed and executed Exercise
    Notice and (if the Warrantholder is not a U.S. Purchaser) provides in form and substance reasonably satisfactory to the Corporation
    a legal opinion which confirms that issuance of shares is in compliance with the applicable state securities laws and the U.S. Securities
    Act; provided however that in the case of a U.S. Purchaser that is the original purchaser of the Special Warrants and who
    delivered the U.S. Accredited Investor Certificate attached to the subscription agreement of the Corporation in connection with its
    purchase of Special Warrants in the private placement pursuant to which the Warrants were issued, such U.S. Purchaser will not be
    required to deliver 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 U.S. Purchaser in the U.S. Accredited Investor Certificate remain true and correct and the U.S.
    Purchaser represents to the Corporation as such.


 




    	 



    	-18-



    

 


	(3)	Certificates
    representing Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) or which are issued
    and delivered pursuant to Section 3.4(2) shall bear the following legend:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE
STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAWS, AND IN THE CASE OF (B), (C) OR (D), THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION
OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE
MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”;


 


Provided
that the above legend may be removed by delivery to the Corporation and the registrar and transfer agent of an opinion of counsel of
recognized standing, or other evidence, in form and substance reasonably satisfactory to the Corporation, to the effect that such legend
is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.


 


	(4)	Certificates
    representing Warrant Shares issued upon the exercise of Warrant Certificates (and issued in substitution or exchange therefor) prior
    to the date that is four months and one day after the date hereof and if issued prior to the date a Receipt is issued by the Principal
    Regulator shall bear the following legend:


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND
A DAY AFTER THE CLOSING DATE].”


 


Section
3.5 Transfer Fees and Taxes.


 


If
any of the Warrant 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 Warrant 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.


 




    	 



    	-19-



    

 


Section
3.6 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.


 


Section
3.7 Effect of Exercise of Warrant Certificates.


 


	(1)	Upon
    the exercise of Warrants Certificates pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.5,
    the Warrant Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons
    to whom such Warrant Shares are to be issued shall be deemed to have become the holder or holders of such Warrant Shares within three
    (3) Business Days of the Exercise Date unless the register shall be closed on such date, in which case the Warrant 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
    Warrant Shares, on the date on which such register is reopened. It is hereby understood that in order for persons to whom Warrant
    Shares are to be issued, to become holders of Warrant Shares on record on the Exercise Date, beneficial holders must commence the
    exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day
    prior to such Exercise Date.
	 	 
	(2)	Within
    three (3) Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts
    to 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 Warrant Shares subscribed for, or any other appropriate
    evidence of the issuance of Warrant Shares to such person or persons in respect of Warrant Shares issued under the book-entry registration
    system.


 


Section
3.8 Partial Exercise of Warrants; Fractions.


 


	(1)	The
    holder of any Warrants may exercise his right to acquire a number of whole Warrant Shares less than the aggregate number which the
    holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled
    to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new
    Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance
    of the Warrants held by such holder and which were not then exercised.
	 	 
	(2)	Notwithstanding
    anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise
    of any Warrants, to issue fractions of Warrant Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers
    of Warrant Shares. Any fractional Warrant Shares shall be rounded up to the next greater whole number if the fractional entitlement
    is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number if
    the fractional entitlement is less than 0.5 and, in calculating such fractional interests, all Warrant Shares held by such Warrantholder
    shall be aggregated;


 




    	 



    	-20-



    

 


Section
3.9 Expiration of Warrants.


 


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


 


Section
3.10 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 Warrant 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 Warrant Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide
    such particulars in writing to the Corporation within three (3) Business Days of any request by the Corporation therefor.


 


Section
3.11 Securities Restrictions


 


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


 


Article
4


ADJUSTMENT
OF NUMBER OF Warrant SHARES


AND
EXERCISE PRICE


 


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


 


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


 


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


 


	 	(i)	subdivide,
    re-divide or change its outstanding Common Shares into a greater number of Common Shares;
	 	 	 
	 	(ii)	reduce,
    combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or
	 	 	 
	 	(iii)	issue
    Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common
    Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants or
    any outstanding options);


 




    	 



    	-21-



    

 


(any
of such events in Section 4.1(a)(i), (ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price
shall be adjusted as of the effect on the effective date or record date of such subdivision, re-division, change, reduction, combination,
consolidation or distribution, as the case may be, 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, re-division, 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
Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable
on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment
and the denominator shall be the Exercise Price resulting from such adjustment;


 


	(b)	if
    and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options
    or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more
    than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common
    Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market
    Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record
    date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction,
    of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares
    equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription
    or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current
    Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total
    number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities
    so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed
    not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record
    date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall
    be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or
    warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities
    convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be.
    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 or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading
    Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;


 




    	 



    	-22-



    

 


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


 




    	 



    	-23-



    

 


	(e)	in
    any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an
    event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder
    of any Warrant exercised after the record date and prior to completion of such event the additional Warrant Shares issuable by reason
    of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver
    to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such
    additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made
    on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise
    or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder
    of record of such additional Common Shares pursuant to Section 4.1;
	 	 
	(f)	in
    any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price,
    no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock
    exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights,
    options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number
    as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case
    may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the
    applicable record date or effective date, as the case may be;
	 	 
	(g)	the
    adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed
    to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions,
    issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other
    provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase
    or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this
    Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and
	 	 
	(h)	after
    any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted
    to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section
    4.1, the Registered Warrantholder is entitled to receive upon the exercise of his Warrant, and the number of Warrant Shares indicated
    by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Warrant Shares or other property or securities
    a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section
    4.1, upon the full exercise of a Warrant.


 


Section
4.2 Entitlement to Warrant Shares on Exercise of Warrant.


 


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


 




    	 



    	-24-



    

 


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 public 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 Warrant 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 Warrant 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 may be supported by a certificate of the Corporation’s Auditors
verifying such calculation if requested by the Warrant Agent at their discretion. 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.


 


Section
4.8 No Action after Notice.


 


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


 




    	 



    	-25-



    

 


Section
4.9 Other Action.


 


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


 


Section
4.10 Protection of Warrant Agent.


 


The
Warrant Agent shall not:


 


	 	(a)	at
    any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require
    any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect
    to the method employed in making the same;
	 	 	 
	 	(b)	be
    accountable with respect to the validity or value (or the kind or amount) of any Warrant 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 Warrant Shares or certificates for the same upon the
    surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this
    Article; and
	 	 	 
	 	(d)	incur
    any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations,
    warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.


 


Section
4.11 Participation by Warrantholder.


 


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


 


Article
5


RIGHTS
OF THE CORPORATION AND COVENANTS


 


Section
5.1 Optional Purchases by the Corporation.


 


Subject
to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from
time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices
at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and
may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the
case of Warrant Certificates, 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.


 









    	 



    	-26-



    



 





Section
5.2 General Covenants.


 


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 Warrant Shares upon the exercise of the Warrants;
	 	 	 
		(b)	it
                                            will cause the Warrant 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)	upon
                                            payment of the aggregate Exercise Price therefor, all Warrant Shares which shall be issued
                                            upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable,
                                            free and clear of all encumbrances;
	 	 	 
		(d)	it
                                            will use reasonable commercial efforts to maintain its existence and carry on its business
                                            in the ordinary course;
	 	 	 
		(e)	generally,
                                            it will well and truly perform and carry out all of the acts or things to be done by it as
                                            provided in this Indenture;
	 	 	 
		(f)	in
                                            the event that both (A) the Receipt is obtained and (B) the Registration Statement has been
                                            declared effective by the SEC, it will give written notice to the Warrant Agent and the Agents
                                            of the issuance of the Receipt and filing of the Registration Statement and specifying the
                                            Qualification Date Expiry, not later than two Business Day after the issuance of such Receipt
                                            and filing of such Registration Statement; and the Company will provide written confirmation
                                            to the Warrant Agent, the Agents and the Warrantholders of any adjustment that has been made;
                                            and
	 	 	 
		(g)	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 its duties hereby created (including the reasonable compensation and the disbursements
of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until
all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after
30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall
be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.


 


Section
5.4 Performance of Covenants by Warrant Agent.


 


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


 


Section
5.5 Enforceability of Warrants.


 


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


 



    	 



    	-27-



    

 





Article
6

ENFORCEMENT


 


Section
6.1 Suits by Registered Warrantholders.


 


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


 


Section
6.2 Suits by the Corporation.


 


The
Corporation shall have the right to enforce full payment of the Exercise Price of all Warrant 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 representing such Warrant Shares and amend the securities register of the
Corporation 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 entity
on any covenant, agreement, representation or warranty by the Corporation herein.


 


Section
6.4 Waiver of Default.


 


Upon
the happening of any default hereunder:


 


		(a)	the
                                            Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have
                                            power (in addition to the powers exercisable by Extraordinary Resolution) by requisition
                                            in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent
                                            shall thereupon waive the default upon such terms and conditions as shall be prescribed in
                                            such requisition; or
	 	 	 
		(b)	the
                                            Warrant Agent shall have power to waive any default hereunder upon such terms and conditions
                                            as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s
                                            opinion, based on the advice of Counsel, the same shall have been cured or adequate provision
                                            made therefor;



 


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 within 30 days after receipt of 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 or at such other place as may be approved or determined by the Warrant Agent and the Corporation.


 



    	 



    	-28-



    

 





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.


 


Section
7.3 Chairman.


 


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


 


Section
7.4 Quorum.


 


Subject
to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s)
present in person or by proxy and entitled to purchase at least 10% of the aggregate number of Warrant Shares which may be acquired pursuant
to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the
time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall
be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business
Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment
need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original
meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at
the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum
and may transact the business for which the meeting was originally convened, notwithstanding that they may not be entitled to acquire
at least 10% of the aggregate number of Warrant Shares which may be acquired pursuant to all then outstanding Warrants.


 


Section
7.5 Power to Adjourn.


 


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


 


Section
7.6 Show of Hands.


 


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


 



    	 



    	-29-



    

 





Section
7.7 Poll and Voting.


 


	(1)	On
                                            every Extraordinary Resolution, and on any other question submitted to a meeting and after
                                            a vote by show of hands when demanded by the chairman or by one or more of the Registered
                                            Warrantholders acting in person or by proxy and entitled to acquire in the aggregate at least
                                            5% of the aggregate number of Warrant Shares which may be acquired pursuant to all the Warrants
                                            then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions
                                            other than those required to be determined by Extraordinary Resolution shall be decided by
                                            a majority of the votes cast on the poll.
	 	 
	(2)	On
                                            a show of hands, every person who is present and entitled to vote, whether as a Registered
                                            Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall
                                            have one vote. On a poll, each Registered Warrantholder present in person or represented
                                            by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect
                                            of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder.
                                            The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to
                                            vote in respect of the Warrants, if any, held or represented by him.



 


Section
7.8 Regulations.


 


	(1)	The
                                            Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to
                                            time make and from time to time vary such regulations as it shall think fit for the setting
                                            of the record date for a meeting for the purpose of determining Registered Warrantholders
                                            entitled to receive notice of and to vote at the meeting.
	 	 
	(2)	Any
                                            regulations so made shall be binding and effective and the votes given in accordance therewith
                                            shall be valid and shall be counted. Save as such regulations may provide, the only persons
                                            who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote
                                            or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered
                                            Warrantholders or proxies of Registered Warrantholders.



 


Section
7.9 Corporation and Warrant Agent May be Represented.


 


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


 


Section
7.10 Powers Exercisable by Extraordinary Resolution.


 


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


 


		(a)	to
                                            agree to any modification, abrogation, alteration, compromise or arrangement of the rights
                                            of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder
                                            (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the
                                            Registered Warrantholders against the Corporation whether such rights arise under this Indenture
                                            or otherwise;
	 	 	 
		(b)	to
                                            amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the
                                            Registered Warrantholders;
	 	 	 
		(c)	to
                                            direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any
                                            of the covenants on the part of the Corporation contained in this Indenture or to enforce
                                            any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary
                                            Resolution or to refrain from enforcing any such covenant or right;



 






    	 



    	-30-



    

 


		(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.



 


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 Warrant Shares that may be
                                            acquired on exercise of the Warrants and passed by the affirmative votes of Registered Warrantholders
                                            holding not less than 66 2/3% of the aggregate number of Warrant Shares that may be acquired
                                            on exercise of the Warrants 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 Warrant Shares that may be acquired are not
                                            present in person or by proxy within 30 minutes after the time appointed for the meeting,
                                            then the meeting, if convened by Registered Warrantholders or on a Warrantholders’
                                            Request, shall be dissolved; but in any other case it shall stand adjourned to such day,
                                            being not less than 15 or more than 60 days later, and to such place and time as may be appointed
                                            by the chairman. Not less than 14 days’ prior notice shall be given of the time and
                                            place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall
                                            state that at the adjourned meeting the Registered Warrantholders present in person or by
                                            proxy shall form a quorum but it shall not be necessary to set forth the purposes for which
                                            the meeting was originally called or any other particulars. At the adjourned meeting the
                                            Registered Warrantholders present in person or by proxy shall form a quorum and may transact
                                            the business for which the meeting was originally convened and a resolution proposed at such
                                            adjourned meeting and passed by the requisite vote as provided in Section 7.11(1) shall be
                                            an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered
                                            Warrantholders entitled to acquire at least 25% of the aggregate number of Warrant Shares
                                            which may be acquired pursuant to all the then outstanding Warrants 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.



 



    	 



    	-31-



    

 





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 recorded in the books and such
minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings
had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the
proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat
or proceedings taken shall be deemed to have been duly passed and taken.


 


Section
7.14 Instruments in Writing.


 


All
actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this
Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66 2/3% of the aggregate number 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.


 


Section
7.16 Holdings by Corporation Disregarded.


 


In
determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Warrant 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.


 



    	 



    	-32-



    

 





Article
8

SUPPLEMENTAL INDENTURES


 


Section
8.1 Provision for Supplemental Indentures for Certain Purposes.


 


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


 


		(a)	setting
                                            forth any adjustments resulting from the application of the provisions of Article 4;
	 	 	 
		(b)	adding
                                            to the provisions hereof such additional covenants and enforcement provisions as, in the
                                            opinion of Counsel, are necessary or advisable in the premises, provided that the same are
                                            not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to
                                            the interests of the Registered Warrantholders;
	 	 	 
		(c)	giving
                                            effect to any Extraordinary Resolution passed as provided in Section 7.11;
	 	 	 
		(d)	making
                                            such provisions not inconsistent with this Indenture as may be necessary or desirable with
                                            respect to matters or questions arising hereunder or for the purpose of obtaining a listing
                                            or quotation of the Warrants on any stock exchange or quotation system, 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; and
	 	 	 
		(h)	for
                                            any other purpose not inconsistent with the terms of this Indenture, including the correction
                                            or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes
                                            or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice
                                            of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no
                                            way prejudiced thereby.



 


Section
8.2 Successor Entities.


 


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


 



    	 



    	-33-



    

 





Article
9

CONCERNING THE WARRANT Agent


 


Section
9.1 Trust Indenture Legislation.


 


	(1)	If
                                            and to the extent that any provision of this Indenture limits, qualifies or conflicts with
                                            a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.
	 	 
	(2)	The
                                            Corporation and the Warrant Agent agree that each will, at all times in relation to this
                                            Indenture and any action to be taken hereunder, observe and comply with and be entitled to
                                            the benefits of Applicable Legislation.



 


Section
9.2 Rights and Duties of Warrant Agent.


 


	(1)	In
                                            the exercise of the rights and duties prescribed or conferred by the terms of this Indenture,
                                            the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably
                                            prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture
                                            shall be construed to relieve the Warrant Agent from liability for its own gross negligent
                                            action, wilful misconduct, bad faith or fraud under this Indenture.
	 	 
	(2)	The
                                            obligation of the Warrant Agent to commence or continue any act, action or proceeding for
                                            the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders
                                            hereunder shall be conditional upon the Registered Warrantholders furnishing, when required
                                            by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action
                                            or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and
                                            to hold harmless the Warrant Agent and its officers, directors, employees and agents, against
                                            the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage
                                            it may suffer by reason thereof. None of the provisions contained in this Indenture shall
                                            require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial
                                            liability in the performance of any of its duties or in the exercise of any of its rights
                                            or powers unless indemnified and funded as aforesaid.
	 	 
	(3)	The
                                            Warrant Agent may, before commencing or at any time during the continuance of any such act,
                                            action or proceeding, require the Registered Warrantholders, at whose instance it is acting
                                            to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants
                                            the Warrant Agent shall issue receipts.
	 	 
	(4)	Every
                                            provision of this Indenture that by its terms relieves the Warrant Agent of liability or
                                            entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable
                                            Legislation.



 


Section
9.3 Evidence, Experts and Advisers.


 


	(1)	In
                                            addition to the reports, certificates, opinions and other evidence required by this Indenture,
                                            the Corporation shall furnish to the Warrant Agent such additional evidence of compliance
                                            with any provision hereof, and in such form, as may be prescribed by Applicable Legislation
                                            or as the Warrant Agent may reasonably require by written notice to the Corporation.
	 	 
	(2)	In
                                            the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in
                                            good faith, rely as to the truth of the statements and the accuracy of the opinions expressed
                                            in statutory declarations, opinions, reports, written requests, consents, or orders of the
                                            Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent
                                            pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable
                                            Legislation and that the Warrant Agent complies with Applicable Legislation and that the
                                            Warrant Agent examines the same and determines that such evidence complies with the applicable
                                            requirements of this Indenture.



 



    	 



    	-34-



    

 





	(3)	Whenever
                                            it is provided in this Indenture or under Applicable Legislation that the Corporation shall
                                            deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders
                                            or other documents, it is intended that the truth, accuracy and good faith on the effective
                                            date thereof and the facts and opinions stated in all such documents so deposited shall,
                                            in each and every such case, be conditions precedent to the right of the Corporation to have
                                            the Warrant Agent take the action to be based thereon.
	 	 
	(4)	The
                                            Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts
                                            or advisers as it may reasonably require for the purpose of discharging its duties hereunder
                                            and may pay reasonable remuneration for all services so performed by any of them, without
                                            taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence
                                            on the part of any such experts or advisers who have been appointed with due care by the
                                            Warrant Agent.
	 	 
	(5)	The
                                            Warrant Agent may act and rely and shall be protected in acting and relying in good faith
                                            on the opinion or advice of or information obtained from any Counsel, accountant, appraiser,
                                            engineer or other expert or adviser, whether retained or employed by the Corporation or by
                                            the Warrant Agent, in relation to any matter arising in the administration of the agency
                                            hereof.



 


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


 


Until
released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and
the Warrant Agent shall place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks
listed in Schedule 1 of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant
to this Indenture shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not
give rise to a debtor-creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Indenture are at
the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility
or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including
any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties
hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that
the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances
constituting part or all of such monies and need not, invest the same; the Warrant Agent shall not be liable to account for any profit
to any parties to this Indenture or to any other person or entity.


 


Section
9.5 Actions by Warrant Agent to Protect Interest.


 


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


 


Section
9.6 Warrant Agent Not Required to Give Security.


 


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


 


Section
9.7 Protection of Warrant Agent.


 


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


 


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



 



    	 



    	-35-



    

 





		(b)	nothing
                                            herein contained shall impose any obligation on the Warrant Agent to see to or to require
                                            evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument
                                            ancillary or supplemental hereto;
	 	 	 
		(c)	the
                                            Warrant Agent shall not be bound to give notice to any person or persons of the execution
                                            hereof;
	 	 	 
		(d)	the
                                            Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible
                                            for the consequence of any breach on the part of the Corporation of any of its covenants
                                            herein contained or of any acts of any directors, officers, employees, agents or servants
                                            of the Corporation;
	 	 	 
		(e)	the
                                            Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates,
                                            their officers, directors, employees, agents, successors and assigns (the “Indemnified
                                            Parties”) from and against any and all liabilities whatsoever, losses, damages,
                                            penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments,
                                            expenses and disbursements, including reasonable legal fees and disbursements of whatever
                                            kind and nature which may at any time be imposed on or incurred by or asserted against the
                                            Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or
                                            arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever
                                            made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified
                                            Parties’ duties, or any other services that Warrant Agent may provide in connection
                                            with or in any way relating to this Indenture. The Corporation agrees that its liability
                                            hereunder shall be absolute and unconditional regardless of the correctness of any representations
                                            of any third parties and regardless of any liability of third parties to the Indemnified
                                            Parties, and shall accrue and become enforceable without prior demand or any other precedent
                                            action or proceeding; provided that the Corporation shall not be required to indemnify the
                                            Indemnified Parties in the event of the gross negligence or wilful misconduct of the Warrant
                                            Agent, and this provision shall survive the resignation or removal of the Warrant Agent or
                                            the termination or discharge of this Indenture; and
	 	 	 
		(f)	notwithstanding
                                            the foregoing or any other provision of this Indenture, any liability of the Warrant Agent
                                            shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation
                                            to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to
                                            the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision
                                            of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the
                                            Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by
                                            any other party of securities law or other rule of any securities regulatory authority, (b)
                                            lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or
                                            punitive losses or damages.



 


Section
9.8 Replacement of Warrant Agent; Successor by Merger.


 


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



 



    	 



    	-36-



    

 





	(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 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 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
9.10 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
9.11 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
9.12 Anti-Money Laundering.


 


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



 



    	 



    	-37-



    

 





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



 


Section
9.13 Compliance with Privacy Code.


 


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


 


		(a)	to
                                            provide the services required under this Indenture and other services that may be requested
                                            from time to time;
		(b)	to
                                            help the Warrant Agent manage its servicing relationships with such individuals;

                                                                                 

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



 


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


 


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


 


Section
9.14 Securities Exchange Commission Certification.


 


The
Corporation confirms that as at the date of execution of this Indenture it does not have a class of securities registered pursuant to
Section 12 of the U.S. Exchange Act or have a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act.


 


The
Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the U.S.
Exchange Act or Corporation shall incur a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, or (ii) any such registration
or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly
deliver to the Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent, acting reasonably) notifying the
Warrant Agent of such registration or termination and such other information as the Warrant Agent may reasonably require at the time.
The Corporation acknowledges that Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain SEC
obligations with respect to those clients who are filing reports with the SEC.


 






    	 



    	-38-



    

 


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 or emailed:



 


		(a)	If
                                            to the Corporation:



 


Bunker
Hill Mining Corp.


82
Richmond Street East


Toronto,
Ontario


M5C
1P1


 


Attention:
Sam Ash, CEO and Director


 


Email:
sam.ash@bunkerhill.com


 


		(b)	If
                                            to the Warrant Agent:



 


Capital
Transfer Agency ULC


Suite
920, 390 Bay Street


Toronto,
Ontario


M5H
2Y2


 


Attention:
Emilia Huniewicz


 


Email
Address: emilia@capitaltransferagency.com


 


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


 


	(2)	The
                                            Corporation or the Warrant Agent, as the case may be, may from time to time notify the other
                                            in the manner provided in Section 10.1(1) of a change of address which, from the effective
                                            date of such notice and until changed by like notice, shall be the address of the Corporation
                                            or the Warrant Agent, as the case may be, for all purposes of this Indenture.
	 	 
	(3)	If,
                                            by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal
                                            employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could
                                            reasonably be considered unlikely to reach its destination, such notice shall be valid and
                                            effective only if it is delivered to the named officer of the party to which it is addressed,
                                            as provided in Section 10.1(1), or given by facsimile or other means of prepaid, transmitted
                                            and recorded communication.



 


Section
10.2 Notice to Registered Warrantholders.


 


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



 



    	 



    	-39-



    

 





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



 


Section
10.3 Ownership of Warrants.


 


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


 


Section
10.4 Counterparts.


 


This
Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts
together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as
of the date hereof. Delivery of an executed copy of the Indenture by electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.


 


Section
10.5 Satisfaction and Discharge of Indenture.


 


Upon
the earlier of:


 


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


 


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


 


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


 



    	 



    	-40-



    

 





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 shall be entitled to rely on such certificate without any additional evidence.


 


Section
10.8 Severability


 


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


 


Section
10.9 Force Majeure


 


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


 


Section
10.10 Assignment, Successors and Assigns


 


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


 


Section
10.11 Rights of Rescission and Withdrawal for Holders


 


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


 




    	 



    	 



    

 





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


 


	 	BUNKER
    HILL MINING CORP. 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:
    	 


 


	 	CAPITAL
    TRANSFER AGENCY ULC
	 	 	    
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 







    	 



    	 	A-1	 



    

 


Schedule
“A”


 


Form
of Warrant


 


THE
WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 5:00 P.M. (TORONTO TIME) ON [MARCH 31], 2025, AFTER WHICH TIME THE WARRANTS
EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.


 


[For
all Warrants include the following legends:


 


THE
SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION,
(B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ALL LOCAL
LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (B), (C) OR (D), THE HOLDER HAS
PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS
ON STOCK EXCHANGES IN CANADA.] [NTD: US Counsel to review.]


 


For
all Warrants issued prior to the date a Receipt is issued by the Principal Regulator include the following legend until such time as
it is no longer required in accordance with applicable Canadian securities laws:


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND
A DAY AFTER THE CLOSING DATE].


 


For
all Warrants sold to persons who are not U.S. Purchasers and registered in the name of the Depository, then also include the following
legend:


 


(INSERT
IF BEING ISSUED TO CDS)UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES
INC. (“CDS”) TO THE CORPORATION 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 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.


 




    	 



    	 	A-2	 



    

 


WARRANT


 


To
acquire Common Shares of


 


BUNKER
HILL MINING CORP.


 


(incorporated
pursuant to the laws of the State of Nevada)


 


	Warrant
    

    Certificate No. [●]	Certificate
                                            for _____________________________________

                                                                     Warrants,
                                            each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided
                                            for in the Warrant Indenture (as defined below)

     

    CUSIP
    [●]

     

    ISIN
    [●]



 





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 Bunker Hill Mining 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 March 31, 2025 (the “Expiry Date”), one fully paid and non-assessable
common stock without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”)
for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.


 


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


 


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


 


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


 


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


 


Pursuant
to Section 3.3 of the Warrant Indenture (as defined below), 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
$0.37 per Common Share (the “Exercise Price”) provided that the Warrants shall be exercisable on a cashless basis
in the event the Registration Statement has not been made effective by the SEC prior to the Exercise Date.


 


Certificates
for the Common Shares subscribed for will be mailed, within three (3) Business Days of such exercise, 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.


 



    	 



    	 	A-3	 



    

 





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 [●], 2022 between the Corporation and Capital Transfer Agency ULC, 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 registered under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”), or U.S. state securities laws. These Warrants may not be exercised in the United
States or by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless the Warrants and
the Common Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act and the applicable state
securities legislation or an exemption from such registration requirements is available. “United States” and “U.S.
Person” have the meanings ascribed thereto in Regulation S under the U.S. Securities Act.


 


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


 


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


 


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 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.


 



    	 



    	 	A-4	 



    

 





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


 





	 	BUNKER
    HILL MINING CORP.
	 	 	               
	 	By:	 
	 	Authorized
    Signatory





 





	Countersigned
    and Registered by:	 
	 	 	 
	CAPITAL
    TRUST AGENCY ULC	 
	 	 	 
	By:		 
	 	Authorized
    Signatory	 


 









    	 



    	 	A-5	 



    

 











FORM
OF TRANSFER


 


To:
Capital Trust Agency ULC

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to ___________________________________________________________________________________________(print
name and address) the Warrants represented by this Warrants Certificate and hereby irrevocably constitutes and appoints ____________________
as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.


 


In
the case of a warrant certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies
that (one (only) of the following must be checked):


 





	 	☐	(A)
                                            the transfer is being made only to the Corporation;
	 	 	 
		☐	(B)
                                            the transfer is being made outside the United States in compliance with Rule 904 of Regulation
                                            S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”),
                                            and in compliance with any applicable local laws and regulations and the holder has provided
                                            herewith an opinion of counsel of recognized standing in form and substance reasonably satisfactory
                                            to the Corporation to such effect, or
	 	 	 
		☐	(C)
                                            the transfer is being made in compliance with Rule 144 under the U.S. Securities Act or in
                                            another transaction that does not require registration under the U.S. Securities Act or any
                                            applicable state securities laws 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 to such effect.



 


In
the case of a warrant certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account
or benefit of a “U.S. Person” or to a person in the “United States” (as such terms are defined in Regulation
S under the U.S. Securities Act), the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being
completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities
laws, in which case 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 to such effect.]


 


☐
If transfer is to, or for the account or benefit of, a person in the United States or a U.S. Person, check this box.


 


DATED
this ____ day of_________________, 20____.


 





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


 






    	 



    	 	A-6	 



    

 


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


 


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




 


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




 


			☐ 
    CAD OR ☐ USD




 


CERTAIN
REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY


 


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


 


		●	Canada
                                            and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable
                                            Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings
                                            banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee
                                            Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”,
                                            with the correct prefix covering the face value of the certificate.
	 	 	 
		●	Canada:
                                            A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada,
                                            Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words
                                            “Signature Guaranteed”, sign and print their full name and alpha numeric signing
                                            number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse
                                            Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate
                                            holders, corporate signing resolutions, including certificate of incumbency, are also required
                                            to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee”
                                            Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp)
                                            obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada
                                            Trust or a Medallion Signature Guarantee with the correct prefix covering the face value
                                            of the certificate.
	 	 	 
		●	Outside
                                            North America: For holders located outside North America, present the certificates(s)
                                            and/or document(s) that require a guarantee to a local financial institution that has a corresponding
                                            Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee
                                            Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.



 


OR




 


The
signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular,
without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer
of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member
of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable
as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION
GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then
current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate
of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”
Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust
or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the
certificate.


 


REASON
FOR TRANSFER – FOR US RESIDENTS ONLY


 


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


 




    	 



    	B-1



    

 


SCHEDULE
“B”


 


EXERCISE
FORM


 


	TO:	Bunker Hill Mining
  Corp.. (the “Corporation”)
	 	 
	AND TO:	Capital Transfer Agency ULC
	 	[B/P address]







 


The
undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire ____________ (A) Common
Shares of Bunker Hill Mining Corp.


 





	 	Exercise	Price	Payable:	 
	 	 	 		((A) multiplied by $0.37, 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 legislation.


 


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


 


The
undersigned 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)
                                            the undersigned holder (a) is the original U.S. purchaser who purchased the Warrants pursuant
                                            to the Corporation’s special warrant offering who delivered the U.S. Accredited Investor
                                            Certificate attached to the subscription agreement in connection with its purchase of special
                                            warrants of the Corporation, (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 special warrants, 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 of 1933, as amended (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 including the U.S. Accredited Investor Certificate remain
                                            true and correct as of the date of exercise of these Warrants; OR
	 	 	 
		☐	(C)
                                            if the undersigned holder is (i) in the United States, (ii) a U.S. Person, (iii) a person
                                            exercising for the account or benefit of a person in the United States or a U.S. Person,
                                            (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 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
                                            is exempt from registration under the U.S. Securities Act and applicable state securities
                                            laws.



 






    	 



    	B-2



    

 


It
is understood that the Corporation and Capital Transfer Agency ULC 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 or
                                            C above is checked.
	 	 	 
		(2)	If
                                            Box C above is checked, holders are encouraged to consult with the Corporation in advance
                                            to determine that the legal opinion tendered in connection with the exercise will be reasonably
                                            satisfactory in form and substance to the Corporation.



 


“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 and Social Insurance Number(s) (if applicable)	 	Address(es)	 	Number
    of Common Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 





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


 


The
undersigned hereby acknowledges and agrees that if that offer and sale of the Common Shares underlying the Warrants is not registered
under the United States Securities Act of 1933, the undersigned elects to exercise the above referenced Warrants by cashless exercise
pursuant to Section 3.3 of the Warrant Indenture.


 


Once
completed and executed, this Exercise Form must be mailed or delivered to Capital Transfer Agency ULC, c/o [●].


 


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