upon delivery thereof or, if sent by mail or other
means of transmission, upon receipt thereof, in each case at the office of the
Warrant Agent provided for in subsection 4.01(h) hereof or any such other place
designated by the Corporation with the approval of the Warrant Agent.
(B)
CANADIAN LEGENDS:
CERTIFICATES REPRESENTING
COMMON SHARES ISSUED UPON THE EXERCISE OF WARRANTS 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."
(C)
EXERCISE MECHANICS IF REGISTRATION
STATEMENT NOT EFFECTIVE:
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY
CONTAINED IN THIS INDENTURE, IF THE CORPORATION ADVISES THE WARRANT AGENT IN
WRITING THAT THE ISSUANCE OF COMMON SHARES UPON THE EXERCISE OF WARRANTS
REQUIRES THE MAINTENANCE OF AN EFFECTIVE REGISTRATION STATEMENT, WITH RESPECT TO
SUCH COMMON SHARES UNDER THE 1933 ACT, IN NO EVENT SHALL SUCH COMMON SHARES BE
ISSUED UNLESS THE COMMON SHARES ARE REGISTERED UNDER THE 1933 ACT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT IF THE REGISTRATION
STATEMENT CEASES TO BE EFFECTIVE, PRIOR TO THE TIME OF EXPIRY TIME AND FOR SO
LONG AS THE REGISTRATION STATEMENT IS NOT EFFECTIVE, SUBJECT TO APPLICABLE LAW,
A HOLDER OF ANY WARRANT MAY ONLY EXERCISE THE RIGHT TO PURCHASE COMMON SHARES
ISSUABLE UPON THE EXERCISE OF THE WARRANTS THE CIRCUMSTANCES NOTED BELOW:
14
(I)
EXERCISE SUCH WARRANTS, IF THE HOLDER IS
NOT A U.S. PURCHASER AND THE HOLDER DELIVERS A DULY COMPLETED AND EXECUTED
WARRANT EXERCISE CERTIFICATION (IN THE FORM ATTACHED HERETO AS SCHEDULE B)
CERTIFYING THAT THE HOLDER: (A)(1) IS NOT IN THE UNITED STATES; (2) IS NOT A
U.S. PERSON AND IS NOT EXERCISING THE WARRANTS FOR, OR ON BEHALF OR BENEFIT OF,
A U.S. PERSON OR PERSON IN THE UNITED STATES; (3) DID NOT EXECUTE OR DELIVER THE
WARRANT EXERCISE FORM IN THE UNITED STATES; (4) AGREES NOT TO ENGAGE IN HEDGING
TRANSACTIONS WITH REGARD TO THE COMMON SHARE PRIOR TO THE EXPIRATION OF THE
ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD SET FORTH IN RULE 903(B)(3) OF
REGULATION S; (5) ACKNOWLEDGES THAT THE COMMON SHARES ISSUABLE UPON EXERCISE OF
THE WARRANTS ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 OF THE 1933 ACT
AND UPON THE ISSUANCE THEREOF, AND UNTIL SUCH TIME AS THE SAME IS NO LONGER
REQUIRED UNDER THE APPLICABLE REQUIREMENTS OF THE 1933 ACT OR APPLICABLE U.S.
STATE LAWS AND REGULATIONS, THE CERTIFICATES REPRESENTING THE COMMON SHARES WILL
BEAR A RESTRICTIVE LEGEND; AND (6) ACKNOWLEDGES THAT THE CORPORATION SHALL
REFUSE TO REGISTER ANY TRANSFER OF THE COMMON SHARES NOT MADE IN