ISSUABLE
UPON THE EXERCISE OF ANY WARRANTS ARE TO BE REGISTERED, AS SHOWN ON THE TRANSFER
DOCUMENT, IS THE ACTUAL ADDRESS OF THE TRANSFEREE AND IS ALSO DETERMINATIVE OF
THE RESIDENCY OF THE TRANSFEREE.
Section 2.09
Ownership of Warrants:
(A)
OWNER:
THE CORPORATION AND THE WARRANT
AGENT MAY DEEM AND TREAT THE PERSON IN WHOSE NAME ANY WARRANT IS REGISTERED AS
THE ABSOLUTE OWNER OF SUCH WARRANT FOR ALL PURPOSES, AND SUCH PERSON WILL FOR
ALL PURPOSES OF THIS INDENTURE BE AND BE DEEMED TO BE THE ABSOLUTE OWNER
THEREOF, AND THE CORPORATION AND THE WARRANT AGENT WILL NOT BE AFFECTED BY ANY
NOTICE OR KNOWLEDGE TO THE CONTRARY EXCEPT AS REQUIRED BY STATUTE OR BY ORDER OF
A COURT OF COMPETENT JURISDICTION.
(B)
RIGHTS OF REGISTERED HOLDER:
THE REGISTERED
HOLDER OF ANY WARRANT WILL BE ENTITLED TO THE RIGHTS EVIDENCED THEREBY FREE FROM
ALL EQUITIES AND RIGHTS OF SET-OFF OR COUNTERCLAIM BETWEEN THE CORPORATION AND
THE ORIGINAL OR ANY INTERMEDIATE HOLDER THEREOF AND ALL PERSONS MAY ACT
ACCORDINGLY, AND THE ISSUE AND DELIVERY TO ANY SUCH REGISTERED HOLDER OF THE
COMMON SHARES ISSUABLE PURSUANT THERETO WILL BE A GOOD DISCHARGE TO THE
CORPORATION AND THE WARRANT AGENT THEREFOR AND NEITHER THE CORPORATION NOR THE
WARRANT AGENT WILL BE BOUND TO INQUIRE INTO THE TITLE OF ANY SUCH REGISTERED
HOLDER.
Section 2.10
Warrants to Rank Pari Passu:
All Warrants shall rank pari passu, whatever may be the actual date of issue of
any Warrants.
ARTICLE THREE
DISTRIBUTION OF WARRANT CERTIFICATES
Section 3.01
Warrant Certificates:
Warrant Certificates, issuable only in registered form, will be issued and
mailed or delivered to the holders of Warrants upon the exchange thereof in
accordance with the terms thereof.
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ARTICLE FOUR
EXERCISE OF WARRANTS
Section 4.01
Method of Exercise of Warrants:
(A)
EXERCISE:
SUBJECT TO SUBSECTION 4.01(C)
HEREOF, THE HOLDER OF ANY WARRANT MAY EXERCISE THE RIGHT THEREBY CONFERRED ON
SUCH HOLDER TO SUBSCRIBE FOR AND PURCHASE COMMON SHARES BY SURRENDERING, AFTER
THE DATE OF ISSUE OF THE WARRANT BUT PRIOR TO THE TIME OF EXPIRY, TO THE WARRANT
AGENT AT THE PLACE SPECIFIED IN SUBSECTION 4.01(H) HEREOF OR ANY OTHER PLACE OR
PLACES THAT MAY BE DESIGNATED BY THE CORPORATION WITH THE APPROVAL OF THE
WARRANT AGENT:
(I)
THE WARRANT CERTIFICATE, WITH A PROPERLY
COMPLETED AND EXECUTED SUBSCRIPTION FORM IN SUBSTANTIALLY THE FORM CONTAINED ON
THE WARRANT CERTIFICATE; AND
(II)
A CERTIFIED CHEQUE, BANK DRAFT OR MONEY
ORDER IN LAWFUL MONEY OF THE UNITED STATES PAYABLE TO OR TO THE ORDER OF THE
CORPORATION AT PAR IN THE CITY WHERE SUCH WARRANT CERTIFICATE IS SURRENDERED FOR
EXERCISE, IN AN AMOUNT EQUAL TO THE PRODUCT OBTAINED BY MULTIPLYING THE EXERCISE
PRICE BY THE NUMBER OF COMMON SHARES SUBSCRIBED FOR PURSUANT TO SUCH WARRANT
CERTIFICATE.
A Warrant Certificate with the duly completed and executed subscription form
referred to in paragraph 4.01(a)(i) above, together with the certified cheque,
bank draft or money order referred to in paragraph 4.01(a)(ii) above, shall be
deemed to be surrendered only