ADJUSTMENT IN THE CIRCUMSTANCES.
(F)
ABANDONMENT OF EVENT:
IF THE CORPORATION
SHALL SET A RECORD DATE TO DETERMINE THE HOLDERS OF COMMON SHARES FOR THE
PURPOSE OF ENTITLING SUCH HOLDERS TO RECEIVE ANY DIVIDEND OR DISTRIBUTION OR ANY
SUBSCRIPTION OR PURCHASE RIGHTS AND SHALL, THEREAFTER AND BEFORE THE
DISTRIBUTION TO SUCH SHAREHOLDERS OF ANY SUCH DIVIDEND, DISTRIBUTION OR
SUBSCRIPTION OR PURCHASE RIGHTS, LEGALLY ABANDON ITS PLAN TO PAY OR DELIVER SUCH
DIVIDEND, DISTRIBUTION OR SUBSCRIPTION OR PURCHASE RIGHTS, THEN NO ADJUSTMENT IN
THE EXERCISE PRICE OR THE NUMBER OF COMMON SHARES PURCHASABLE UPON EXERCISE OF
ANY WARRANT SHALL BE REQUIRED BY REASON OF THE SETTING OF SUCH RECORD DATE.
(G)
DEEMED RECORD DATE:
IN THE ABSENCE OF A
RESOLUTION OF THE DIRECTORS FIXING A RECORD DATE FOR A COMMON SHARE
REORGANIZATION, A RIGHTS OFFERING OR A SPECIAL DISTRIBUTION, THE CORPORATION
SHALL BE DEEMED TO HAVE FIXED AS THE RECORD DATE THEREFOR THE EARLIER OF THE
DATE ON WHICH HOLDERS OF RECORD OF COMMON SHARES ARE DETERMINED FOR THE PURPOSE
OF PARTICIPATING IN THE COMMON SHARE REORGANIZATION, RIGHTS OFFERING OR SPECIAL
DISTRIBUTION AND THE DATE ON WHICH THE COMMON SHARE REORGANIZATION, RIGHTS
OFFERING OR SPECIAL DISTRIBUTION BECOMES EFFECTIVE.
(H)
DISPUTES:
IF A DISPUTE SHALL AT ANY TIME
ARISE WITH RESPECT TO ADJUSTMENTS OF THE EXERCISE PRICE OR THE NUMBER OF COMMON
SHARES PURCHASABLE UPON EXERCISE OF WARRANTS, SUCH DISPUTES SHALL BE
CONCLUSIVELY DETERMINED BY THE CORPORATION'S AUDITORS OR IF THEY ARE UNABLE OR
UNWILLING TO ACT, BY SUCH OTHER FIRM OF INDEPENDENT CHARTERED ACCOUNTANTS AS MAY
BE SELECTED BY ACTION BY THE DIRECTORS AND ACCEPTABLE TO THE WARRANT AGENT AND
ANY SUCH DETERMINATION SHALL BE CONCLUSIVE EVIDENCE OF THE CORRECTNESS OF ANY
ADJUSTMENT MADE UNDER SECTION 5.01 HEREOF AND SHALL BE BINDING UPON THE
CORPORATION, THE WARRANT AGENT AND THE WARRANTHOLDERS.
SUCH AUDITORS OR
ACCOUNTANTS SHALL BE PROVIDED ACCESS TO ALL NECESSARY RECORDS OF THE CORPORATION
FOR THE PURPOSE OF SUCH DETERMINATION.
IN THE EVENT ANY DETERMINATION IS MADE,
THE CORPORATION SHALL DELIVER A CERTIFICATE OF THE CORPORATION TO THE WARRANT
AGENT DESCRIBING SUCH DETERMINATION.
(I)
CORPORATE AFFAIRS:
AS A CONDITION
PRECEDENT TO THE TAKING OF ANY ACTION WHICH WOULD REQUIRE ANY ADJUSTMENT IN ANY
OF THE SUBSCRIPTION RIGHTS PURSUANT TO THE WARRANTS, INCLUDING THE EXERCISE
PRICE AND THE NUMBER OR CLASS OF SHARES OR OTHER SECURITIES WHICH ARE TO BE
RECEIVED UPON THE EXERCISE THEREOF, THE CORPORATION SHALL TAKE ANY ACTION WHICH
24
MAY, IN THE OPINION OF COUNSEL, BE NECESSARY IN ORDER THAT THE CORPORATION MAY
VALIDLY AND LEGALLY ISSUE AS FULLY PAID AND NON-ASSESSABLE ALL THE SHARES OR
OTHER SECURITIES WHICH ALL HOLDERS OF WARRANTS ARE ENTITLED TO RECEIVE IN
ACCORDANCE WITH THE PROVISIONS THEREOF.
Section 5.03
Postponement of Subscription:
In any case in which this article five shall require that an adjustment shall be
effective immediately after a record date for an event referred to herein, the
Corporation may defer, until the occurrence of such event:
(A)
ISSUING TO THE HOLDER OF ANY WARRANT, TO
THE