THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
U.S. SECURITIES ACT.
THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT").
THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON
BEHALF OF ANY U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS SUCH EXERCISE IS
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND
APPLICABLE STATE SECURITIES
8
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE, AND THE COMPANY SHALL HAVE
RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO SUCH
EFFECT."
(II)
CERTIFICATES REPRESENTING WARRANTS ISSUED
PRIOR TO THE EARLIER OF THE QUALIFICATION DATE AND THE DATE THAT IS FOUR MONTHS
AND ONE DAY AFTER THE LATER OF (I) THE DATE HEREOF; AND (II) THE DATE THE
CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA
SHALL BEAR THE FOLLOWING LEGEND:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE
LATER OF (I) FEBRUARY 22, 2006, AND (II) THE DATE THE ISSUER BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA."
Section 2.02
Terms and Delivery of Warrants:
(A)
TERMS:
EACH ONE WARRANT ISSUED HEREUNDER
SHALL ENTITLE THE HOLDER THEREOF TO SUBSCRIBE FOR AND PURCHASE ONE COMMON SHARE
AT THE EXERCISE PRICE AT ANY TIME AFTER THE DATE OF ISSUE THEREOF UNTIL THE TIME
OF EXPIRY, SUBJECT TO ANY ADJUSTMENTS REQUIRED TO BE MADE PURSUANT TO ARTICLE
FIVE HEREOF.
(B)
DELIVERY OF WARRANT CERTIFICATES:
WARRANT
CERTIFICATES IN DEFINITIVE FORM REPRESENTING THE WARRANTS AUTHORIZED TO BE
ISSUED IN PARAGRAPH 2.01(A) HEREOF SHALL BE CREATED AND EXECUTED BY THE
CORPORATION, SHALL BE COUNTERSIGNED BY THE WARRANT AGENT AND SHALL BE DELIVERED
BY THE WARRANT AGENT UPON THE EXCHANGE OF SUBSCRIPTION RECEIPTS IN ACCORDANCE
WITH THE PROVISIONS OF THE SUBSCRIPTION RECEIPT INDENTURE DATED AS OF THE DATE
HEREOF BETWEEN THE CORPORATION, THE AGENTS AND THE WARRANT AGENT OR THE EXERCISE
OF AGENT'S WARRANTS IN ACCORDANCE WITH THE PROVISIONS OF THE CERTIFICATE
REPRESENTING THE AGENT'S WARRANTS.
(C)
ADJUSTMENT:
THE EXERCISE PRICE AND THE
NUMBER OF COMMON SHARES WHICH CAN BE SUBSCRIBED FOR AND PURCHASED PURSUANT TO
THE WARRANTS SHALL BE ADJUSTED IN THE EVENTS AND IN THE MANNER SPECIFIED IN
ARTICLE FIVE HEREOF.
(D)
NO FRACTIONAL WARRANTS:
NO WARRANT
CERTIFICATE REPRESENTING A FRACTIONAL WARRANT SHALL BE ISSUED OR OTHERWISE
PROVIDED FOR, AND A HOLDER OF A WARRANT CERTIFICATE SHALL NOT BE ENTITLED TO
SUBSCRIBE FOR OR PURCHASE A FRACTIONAL COMMON SHARE OR BE ENTITLED TO ANY CASH
OR OTHER CONSIDERATION SUCH HOLDER MIGHT OTHERWISE BE ENTITLED TO BASED UPON THE
HOLDING OF SUCH WARRANT CERTIFICATE.
IF THE NUMBER OF WARRANTS TO WHICH A
WARRANTHOLDER WOULD OTHERWISE BE ENTITLED IS NOT A WHOLE NUMBER, THEN THE NUMBER
OF WARRANTS TO BE ISSUED TO SUCH WARRANTHOLDER SHALL BE ROUNDED