COTEC HOLDINGS CORP.

AND

ODEON CAPITAL GROUP LLC

AND

COMPUTERSHARE TRUST COMPANY OF CANADA

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issue

of Subscription Receipts

Dated February 7, 2022

	ARTICLE 1 INTERPRETATION 2
1.1	Definitions2
1.2	Interpretation 7
1.3	Headings, Etc. 8
1.4	Day not a Business Day 8
1.5	Monetary References 8
1.6	Conflict 8
1.7	Meaning of "outstanding" for Certain Purposes 8
	ARTICLE 2 ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS 9
2.1	Issue of Subscription Receipts 9
2.2	Payment Acknowledgement 9
2.3	Terms and Issue of Subscription Receipts 10
2.4	Fractional Subscription Receipts 12
2.5	Register for Subscription Receipts12
2.6	Registers Open for Inspection 12
2.7	Holder not a Shareholder 12
2.8	Subscription Receipts to Rank Pari Passu 12
2.9	Signing of Subscription Receipt Certificates 13
2.10	Certification by Subscription Receipt Agent 13
2.11	Authentication not Representation 14
2.12	Issue in Substitution for Subscription Receipt Certificates Lost, etc14
2.13	Exchange of Subscription Receipt Certificates 14
2.14	No Transfer 15
2.15	Amounts to be Held in Escrow 15
2.16	Cancellation of Surrendered Subscription Receipt Certificates 15
	ARTICLE 3 ISSUANCE OF UNDERLYING SHARES AND WARRANTS OR REFUND
	OF SUBSCRIPTION PRICE15
3.1	Escrow Release Notice 15
3.2	Release of the Escrowed Funds 15
3.3	Issue of Underlying Shares and Warrants and Payment Thereon 16
3.4	Fractions 17
3.5	Payment on Termination 17
3.6	Calculations18
	ARTICLE 4 INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF
	INTEREST 18
4.1	Deposit of Escrowed Funds in Escrow 18
4.2	Investment of the Escrowed Funds 18
4.3	Segregation of the Escrowed Funds 20
	ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS 20
5.1	Optional Purchases by the Corporation 20
5.2	General Covenants 20
5.3	Subscription Receipt Agent's Remuneration, Expenses and Indemnification 21

5.4	Performance of Covenants by the Subscription Receipt Agent 22
5.5	Accounting 22
5.6	Payments by the Subscription Receipt Agent 22
5.7	Regulatory Matters23
	ARTICLE 6 ENFORCEMENT 23
6.1	Suits by the Holders 23
6.2	Immunity of Shareholders, etc. 23
6.3	Limitation of Liability 23
	ARTICLE 7 MEETINGS OF THE HOLDERS 23
7.1	Right to Convene Meetings 23
7.2	Notice 24
7.3	Chairperson 24
7.4	Quorum 24
7.5	Power to Adjourn 25
7.6	Show of Hands 25
7.7	Poll and Voting 25
7.8	Regulations 25
7.9	The Corporation and Subscription Receipt Agent may be Represented 26
7.10	Powers Exercisable by Special Resolution 26
7.11	Meaning of Special Resolution 27
7.12	Powers Cumulative 28
7.13	Minutes 28
7.14	Instruments in Writing 29
7.15	Binding Effect of Resolutions 29
7.16	Holdings by the Corporation Disregarded 29
	ARTICLE 8 SUPPLEMENTAL AGREEMENTS 29
8.1	Provision for Supplemental Agreements for Certain Purposes 29
8.2	Successor Entity 30
	ARTICLE 9 CONCERNING THE SUBSCRIPTION RECEIPT AGENT 31
9.1	Rights and Duties of the Subscription Receipt Agent 31
9.2	Evidence, Experts and Advisers 33
9.3	Documents, Monies, etc. Held by the Subscription Receipt Agent 34
9.4	Actions by the Subscription Receipt Agent to Protect Interest 34
9.5	The Subscription Receipt Agent not Required to Give Security 34
9.6	Protection of the Subscription Receipt Agent 34
9.7	Replacement of Subscription Receipt Agent; Successor by Merger 35
9.8	Acceptance of Appointment 37
9.9	Subscription Receipt Agent Not to be Appointed Receiver 37
9.10	Anti-money Laundering 37
9.11	Privacy 37
9.12	Force Majeure 38
	ARTICLE 10 GENERAL38
10.1	Notice to the Corporation and the Subscription Receipt Agent 38

10.2	Notice to the Holders 39
10.3	Evidence of Ownership 40
10.4	Satisfaction and Discharge of Agreement 40
10.5	Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties
	and the Holders 41
10.6	Subscription Receipts Owned by the Corporation – Certificate to be Provided 41
10.7	Applicable Law 41
10.8	Invalidity, Etc. 41
10.9	Successors and Assigns 41
10.10	Time of Essence 41
10.11	Counterparts 41
10.12	English Language42

SCHEDULE "A" FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

SCHEDULE "B" FORM OF ESCROW RELEASE NOTICE

SUBSCRIPTION RECEIPT AGREEMENT

THIS SUBSCRIPTION RECEIPT AGREEMENT dated the 7th day of February, 2022.

BETWEEN:

COTEC HOLDINGS CORP., a corporation duly existing under the laws of the province of British Columbia

(the "Corporation")

- and -

ODEON CAPITAL GROUP LLC, a Delaware limited liability company

(the "Agent")

and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company authorized to carry on business in all provinces and territories of Canada

(the "Subscription Receipt Agent")

WHEREAS the Corporation is proposing to issue and sell Subscription Receipts (the "Transaction") on a private placement basis representing the right to receive, without payment of additional consideration or further action on the part of the Holder, units of the Corporation (the "Units"), where each Unit shall be comprised of one Common Share (as defined herein) and one share purchase warrant of the Corporation (each whole warrant, a "Warrant"). Each Warrant will entitle the Holder to purchase one Common Share at a price of $0.75 for a period of 12 months from the date of issuance of the Warrant, subject to certain adjustments.

AND WHEREAS the Corporation has announced a proposed change of business from mineral exploration to an investment issuer (the "Proposed COB") under the rules of the TSX Venture Exchange ("TSXV") pursuant to which, subject to the receipt of all necessary regulatory and shareholder approvals, including approval by the TSXV of the Proposed COB and the completion of the certain proposed investment transactions, the Corporation intends to become a Tier 2 Investment Issuer focused on investments in disruptive technologies in the mineral extraction industry;

AND WHEREAS the Corporation has agreed that:

(a) pending the satisfaction of the Escrow Release Conditions, the Proceeds, less (i) the Agent's Expenses incurred prior to the Closing Date, (ii) 50% of the Agent's Commission and (iii) 50% of the Finder's Fees are to be delivered to and held by the Subscription Receipt Agent as agent for the benefit of Holders hereunder, unless otherwise directed, and invested in the manner set out herein;

(b) if the Escrow Release Conditions are satisfied at or before the Escrow Release Deadline, the Holders will be entitled to receive, without payment of additional consideration or the undertaking of any further action on the part of the Holders, one Unit (subject to certain adjustments) for each Subscription Receipt then held; and
(c) if the Escrow Release Conditions are not satisfied at or before the Escrow Release Deadline, the Holders will be entitled to receive an amount equal to aggregate Subscription Price of the Subscription Receipts then held, plus a pro rata share of Earned Interest thereon (less any withholding tax required to be withheld in respect thereof).

AND WHEREAS the Subscription Receipt Agent hereby agrees to act as subscription receipt agent in accordance with the provisions hereof;

AND WHEREAS all things necessary have been done and performed to make the Subscription Receipts, when Authenticated by the Subscription Receipt Agent and issued as provided in this Agreement, legal, valid and binding obligations of the Corporation with the benefits of, and subject to, the terms of this Agreement;

AND WHEREAS the foregoing recitals are made as statements of fact by the Corporation and not by the Subscription Receipt Agent;

AND WHEREAS the Subscription Receipt Agent has agreed to enter into this Agreement and to hold all rights, interests and benefits contained herein for and on behalf of those Persons (as hereinafter defined) who from time to time become Holders of Subscription Receipts issued pursuant to this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given and received, the foregoing recitals forming an integral part of this Agreement, the parties hereto hereby declare and agree with each other as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings, namely:

(a) "Affiliate" has the same meaning as set forth in National Instrument 45-106 Prospectus Exemptions;
(b) "Agent" means Odeon Capital Group LLC;
(c) "Agent's Commission" means a cash commission of 5% of the aggregate gross proceeds raised in the Brokered Offering from Holders identified by the Agent, 50% payable on the applicable Closing Date and 50% payable on the date set out in the Escrow Release Notice;
(d) "Agent's Expenses" means the fees, expenses, and reasonable costs and out-ofpocket expenses of the Agent and all applicable taxes on any of the foregoing;
(e) "Agreement" means this agreement, as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof;
(f) "Applicable Legislation" means such provisions of any statute of Canada or of a province thereof, and of regulations under any such statute, relating to subscription receipt agreements or to the rights, duties and obligations of corporations and of subscription receipt agents under subscription receipt agreements, as are from time to time in force and applicable to this Agreement;
(g) "Authenticated" means, with respect to the issuance of a Subscription Receipt 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 electronically and authenticated by signature of an authorized officer of the Subscription Receipt Agent, and "Authenticate", "Authenticating" and "Authentication" shall have the appropriate correlative meanings;
(h) "Brokered Offering" means the sale of Subscription Receipts in the United States on a private placement basis, offered by the Corporation on a commercially reasonable best efforts basis via the Agent;
(i) "Business Day" means any day of the year which is not Saturday or Sunday or a statutory holiday in the Province of British Columbia or any other day on which Canadian chartered banks in British Columbia are generally closed;
(j) "Capital Reorganization" means a reclassification of Common Shares outstanding or a change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation (including a business combination or exchange of like effect) with or into the Corporation or any other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares or securities), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity, or the fixing of a record date for any of the foregoing events;
(k) "Closing" means, collectively, the Initial Closing and any Subsequent Closing;
(l) "Closing Date" means the date on which any Closing takes place;
(m) "Common Share Distribution" means the issuance or distribution by the Corporation to the Shareholders of cash or securities of the Corporation, including rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares or property or assets, including cash or evidences of indebtedness, other than as a result of a Common Share

Reorganization or a Capital Reorganization or the fixing of a record date for any of the foregoing events;

(n) "Common Share Reorganization" means any:
- (i) subdivision, redivision or change in the number of outstanding Common Shares into a greater number of Common Shares,
- (ii) reduction, combination, consolidation or change in the number of outstanding Common Shares into a lesser number of Common Shares, or
- (iii) issuance of Common Shares to all or substantially all of the holders of Common Shares by way of a stock dividend or otherwise.
(o) "Common Shares" means the common shares in the capital of the Corporation;
(p) "Counsel" means a barrister and solicitor or lawyer or a firm of barristers and solicitors or lawyers (who may be counsel to the Corporation), in each case acceptable to the Subscription Receipt Agent;
(q) "Designated Office" means the principal stock transfer office of the Subscription Receipt Agent from time to time in the City of Vancouver, Province of British Columbia;
(r) "Earned Interest" means the interest or other income actually earned, if any, on the investment of the Escrowed Funds from, and including, the date hereof to, but excluding, the earlier to occur of Escrow Release Deadline and the Termination Date;
(s) "Escrow Release Conditions" means the following, all as satisfied and/or waived:
- (i) all conditions precedent to the completion of the Proposed COB, other than the release of the Escrowed Funds pursuant to this Agreement, shall have been satisfied or waived, including (i) the receipt of any required Shareholder approvals of the Corporation and (ii) the conditional approval of TSXV of (A) the Proposed COB, (B) the reactivation of the listing of the Common Shares on the TSXV, and (C) the listing on the TSXV of the Common Shares to be issued to the subscribers of the Subscription Receipts upon completion of the Proposed COB;
- (ii) the Agent is satisfied, in its reasonable opinion, that since the Closing Date, there have been no material changes in the affairs of the Corporation and that there is no previously undiscovered fact which has or could be expected to have a significant adverse effect on the market price or value of the securities of the Corporation;
- (iii) the Escrow Release Notice is delivered to the Subscription Receipt Agent.
(t) "Escrow Release Deadline" means 5:00 p.m. (Vancouver time) on the date that is 90 days after the Final Closing Date or such later date as the Corporation and the Agent may agree in writing;
(u) "Escrow Release Notice" means the notice provided to the Subscription Receipt Agent, substantially in the form attached hereto as Schedule "B", executed by the Corporation and the Agent certifying that the Escrow Release Conditions have been satisfied;
(v) "Escrowed Funds" means an amount equal to the Escrowed Proceeds together with all Earned Interest and other income earned thereon at any given time;
(w) "Escrowed Proceeds" means the gross proceeds of the Offering, less (i) the Agent's Expenses incurred prior to the Closing Date, (ii) 50% of the Agent's Commission and (iii) 50% of the Finder's Fees, delivered to the Subscription Receipt Agent to be held in escrow on the terms and subject to the conditions of this Agreement as confirmed in writing by the Corporation;
(x) "Final Closing Date" means the date on which the final Closing occurs;
(y) "Finder's Fee" means a cash finder's fee payable to certain brokers in respect of subscriptions for Subscription Receipts in the Non-Brokered Offering in an amount equal to 5% of the gross proceeds payable pursuant to such subscriptions, 50% payable on the applicable Closing Date and 50% payable on the date set out in the Escrow Release Notice;
(z) "Global Subscription Receipt Certificate" has the meaning attributed thereto in Section 2.16;
(aa) "Holders" means the Persons who are registered owners of the Subscription Receipts and "Holder" means one of them;
(bb) "Holders' Request" means an instrument signed in one or more counterparts by Holders holding in the aggregate not less than 25% of the aggregate number of all Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;
(cc) "Indemnified Party" has the meaning ascribed thereto in Subsection 5.3(b);
(dd) "Initial Closing" means the completion of the issue and sale by the Corporation and the purchase by subscribers of 6,905,671 Subscription Receipts on the Initial Closing Date pursuant to the provisions of this Agreement;
(ee) "Initial Closing Date" means February 8, 2022, or such other date as the corporation and the Agent may agree;
(ff) "Non-Brokered Offering" means the sale of Subscription Receipts on a private placement basis offered by the Corporation outside of the United States on a nonbrokered basis;
(gg) "Offering" means the sale of up to 21,818,182 Subscription Receipts pursuant to the Brokered Offering and the Non-Brokered Offering for aggregate gross proceeds of up to $12,000,001;
(hh) "Person" includes an individual, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof, or any other entity whatsoever, and words importing Persons have a similar extended meaning;
(ii) "Proceeds" means the aggregate gross proceeds which may be received in respect of the issuance and sale of the Subscription Receipts;
(jj) "Release Date" has the meaning ascribed thereto in Section 3.1;
(kk) "Shareholder" means a holder of Common Shares;
(ll) "Subscription Price" means $0.55 per Subscription Receipt;
(mm) "Subscription Receipt Agent" has the meaning ascribed thereto in the recitals to this Agreement;
(nn) "Subscription Receipt Certificate" means a certificate evidencing Subscription Receipts substantially in the form attached hereto as Schedule "A" with such appropriate insertions, deletions, substitutions and variations as required or permitted by the terms of this Agreement or as required to comply with any law or the rules of any securities exchange and as the Corporation may deem necessary or desirable, and which for greater certainty includes a Global Subscription Receipt Certificate;
(oo) "Subscription Receipts" means the subscription receipts created by and authorized by and issuable under this Agreement, to be issued and Authenticated hereunder as a Subscription Receipt Certificate, and where the context so requires, also means the Subscription Receipts issued and Authenticated hereunder that have not at the particular time expired, been purchased by the Corporation or been exchanged;
(pp) "Subsequent Closing" means the completion of the issue and sale by the Corporation and the purchase by subscribers of the Subscription Receipts subsequent to the Initial Closing Date pursuant to the provisions of this Agreement;
(qq) "Subsequent Closing Date" means the date on which any Subsequent Closing occurs, but in any event not later than February 28, 2022;
(rr) "Termination Date" means the date on which a Termination Event occurs;
(ss) "Termination Event" means the date the Corporation publicly announces that the Proposed COB has been terminated prior to the completion of the Transaction;
(tt) "Termination Notice" has the meaning ascribed thereto in Section 3.5(a)
(uu) "Termination Payment Time" means 5:00 p.m. (Vancouver time) on the third Business Day after the Termination Date;
(vv) "Transaction" has the meaning ascribed thereto in the recitals of this Agreement;
(ww) "TSXV" means the TSX Venture Exchange;
(xx) "Underlying Securities" means collectively, the Underlying Shares and the Warrants;
(yy) "Underlying Shares" means the Common Shares issuable to the Holders in exchange for Subscription Receipts without payment of additional consideration or any further action on the part of the Holders in accordance with the terms and conditions of this Agreement;
(zz) "Units" has the meaning ascribed thereto in the recitals to this Agreement;
(aaa) "Warrant Shares" means the Common Shares issuable upon the exercise of the Warrants;
(bbb) "Warrants" means the warrants issuable by the Corporation to Holders upon conversion of the Subscription Receipts without payment of additional consideration, with each Warrant entitling the holder thereof the right to purchase one Warrant Share, subject to any adjustment, at an exercise price of $0.75 per Warrant Share for a period of 12 months following the Closing Date; and
(ccc) "Written Request of the Corporation", "Written Direction of the Corporation", and "Certificate of the Corporation" mean, respectively, a written request, written direction and certificate signed in the name of the Corporation by one or more duly authorized signatories and may consist of one or more instruments so executed.

1.2 Interpretation

In this Agreement:

(a) words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;
(b) references to Sections, Subsections and Schedules refer, unless otherwise specified, to Sections, Subsections and Schedules to, this Agreement;
(c) words and terms denoting inclusiveness (such as "include" or "includes" or "including"), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them; and
(d) "hereof", "herein", "hereby", "hereunder" and "hereto", and similar expressions, shall be references to this Agreement.

1.3 Headings, Etc.

The division of this Agreement into Articles, Sections and Subsections, 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 Agreement or of a Subscription Receipt Certificate.

1.4 Day not a Business Day

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

1.5 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 and all payments to be made hereunder shall be made in Canadian dollars.

1.6 Conflict

In the event of a conflict or inconsistency between a provision in the body of this Agreement and in any Subscription Receipt Certificate issued hereunder, the provision in the body of this Agreement shall prevail to the extent of the inconsistency.

1.7 Meaning of "outstanding" for Certain Purposes

Every Subscription Receipt Authenticated or countersigned and delivered by the Subscription Receipt Agent hereunder shall be deemed to be outstanding until the earlier of (i) the satisfaction of the Escrow Release Conditions; and (ii) the Termination Event, provided however that:

(a) where a Subscription Receipt Certificate has been issued in substitution for a Subscription Receipt Certificate which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the number of Subscription Receipts outstanding; and
(b) for the purposes of any provision of this Agreement entitling Holders of outstanding Subscription Receipts to vote, sign consents, requests or other instruments or take any other action under this Agreement, Subscription Receipts owned legally or equitably by the Corporation or any subsidiary of the Corporation thereof, shall be disregarded, except that for the purpose of determining whether the Subscription Receipt Agent shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Subscription Receipts of which the Subscription Receipt Agent has notice that they are so owned shall be so disregarded.

ARTICLE 2 ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS

2.1 Issue of Subscription Receipts

(a) An aggregate of up to 21,818,182 Subscription Receipts, on the terms and subject to the conditions herein provided, are hereby created and authorized for issue at the Subscription Price and one or more Subscription Receipt Certificates in the form contemplated by this Agreement shall be executed by or on behalf of the Corporation, Authenticated by or on behalf of the Subscription Receipt Agent and delivered in accordance with this Agreement.
(b) One (1) Subscription Receipt shall be issued, without any further act or formality, on each Closing Date, for each $0.55 received by the Corporation (as agent on behalf of Holders in respect of the Closing to be completed on such Closing Date, and to be deposited on the Holders' behalf with the Subscription Receipt Agent as contemplated hereunder) as payment therefor on or before the applicable Closing Date, and each such Subscription Receipt shall be a fully paid and non-assessable security of the Corporation.
(c) Upon the issue of the Subscription Receipts in accordance with Section 2.1(b), Subscription Receipt Certificates shall be executed by the Corporation and delivered to the Subscription Receipt Agent, certified by the Subscription Receipt Agent upon the Written Direction of the Corporation and delivered by the Subscription Receipt Agent to the Corporation or to the order of the Corporation pursuant to a Written Direction of the Corporation, without any further act of or formality on the part of the Corporation.
(d) Each Subscription Receipt issued hereunder will entitle the Holder, upon the conversion thereof in accordance with the provisions of Article 3, and without payment of any additional consideration by the Holder to be issued one Unit. Each Unit will be comprised of one Common Share and one Warrant.

2.2 Payment Acknowledgement

(a) The Subscription Receipt Agent will acknowledge receipt to the Corporation, on behalf of Holders, in accordance with Section 2.15, of the Escrowed Funds in respect of the Subscription Receipts and shall confirm that such funds have been deposited as contemplated by Section 4.1 in a segregated account and, will be invested in accordance with Section 4.1 and Section 4.2 and paid in accordance with Article 3.
(b) the Corporation hereby:
- (i) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Subsection 2.2(a), as evidenced by the acknowledgement of receipt referred to in Subsection 2.2(a), represents payment in full of the aggregate Subscription Price for Subscription Receipts issued on each

Closing Date, less any deductions as may be directed by the Corporation; and

(ii) irrevocably directs the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to, in accordance with Written Directions of the Corporation, certify and deliver one or more Subscription Receipt Certificates representing the Subscription Receipts to be issued hereunder.
(c) The Holders, and Corporation on behalf of the Holders, irrevocably directs the Subscription Receipt Agent to retain the Escrowed Funds received by the Subscription Receipt Agent pursuant to Subsection 2.2(a) in accordance with the terms of this Agreement pending payment thereof in accordance with the terms of this Agreement.

2.3 Terms and Issue of Subscription Receipts

(a) Subscription Receipts shall be issued in certificated form, will be dated as of the date of issue and will be Authenticated upon the Written Direction of the Corporation. Each Subscription Receipt shall evidence (a) the Holder's ownership interest in the Escrowed Funds in accordance with the terms of this Agreement; and (b) the right of the Holder to receive, without payment of additional consideration or any further action, the securities and/or the amounts specified in Sections 3.3 and 3.5 hereof, as applicable, including:
- (i) if the Escrow Release Deadline occurs: an amount equal to the sum of the aggregate Subscription Price in respect of all of such Holder's Subscription Receipts and such Holder's pro rata share of the Earned Interest, less applicable withholding taxes, if any, all in the manner and on the terms and conditions set out in this Agreement. The Corporation shall be responsible and liable for any shortfall between (i) the aggregate Subscription Price plus the amount of the Earned Interest of the Subscription Receipts and (ii) the Escrowed Funds; or
- (ii) if a Termination Event occurs, at the Termination Payment Time: an amount equal to the sum of the aggregate Subscription Price in respect of all of such Holder's Subscription Receipts and such Holder's pro rata share of the Earned Interest, less applicable withholding taxes, if any, all in the manner and on the terms and conditions set out in this Agreement. The Corporation shall be responsible and liable for any shortfall between (i) the aggregate Subscription Price plus the amount of the Earned Interest of the Subscription Receipts and (ii) the Escrowed Funds.
(b) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement), if issued, shall be substantially in the form attached hereto as Schedule "A", shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and such legends as the Corporation may prescribe, and shall be issuable

in any whole number denominations. Subscription Receipts issued to a U.S. Person shall be issued in certificated form only and bear the legend set forth in Section (c).

(c) Canadian Legend: Subscription Receipt Certificates, as well as all certificates issued in exchange for or in substitution of such Subscription Receipt Certificates or written notices, shall bear the following legend:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [4 MONTHS AND A DAY AFTER CLOSING DATE], 2022."

(d) United States Legends: In addition to the legend set forth in Section (c), certificates representing Subscription Receipts originally issued pursuant to Section 4(a)(2) of the U.S. Securities Act and/or Regulation D thereunder, as well as all certificates issued in exchange for or in substitution of such certificates representing Subscription Receipts shall bear the following additional legend:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D) OR (E), THE COMPANY WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

(e) For greater certainty, the Subscription Receipt Agent shall expressly not be a trustee of the Holders hereunder and the terms of this Agreement shall not create or be construed as a trust for the benefit of Holders and, except as and subject to the terms provided herein, the Escrowed Funds shall be the property of the Holders, and shall not form part of the property, estate, assets, undertaking or effects of the Subscription Receipt Agent or the Corporation.

2.4 Fractional Subscription Receipts

No fractional Subscription Receipts shall be issued or otherwise provided for hereunder and any fractional interests shall be rounded down to the nearest whole number without any consideration therefor. In calculating such fractional interest, all Subscription Receipts held by the same Holder shall be aggregated.

2.5 Register for Subscription Receipts

The Corporation hereby appoints the Subscription Receipt Agent as registrar and transfer agent of the Subscription Receipts, and the Corporation shall cause to be kept by the Subscription Receipt Agent at the Designated Office, a securities register in which shall be entered the names and addresses of the Holders and the other particulars, prescribed by law, of the Subscription Receipts held by such Holders. The Corporation shall also cause to be kept by the Subscription Receipt Agent at the Designated Office the register of transfers, and may also cause to be kept by the Subscription Receipt Agent (with the prior approval of the Subscription Receipt Agent), branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts, registered in that branch register of transfers.

2.6 Registers Open for Inspection

The registers referred to in Section 2.5 shall be open at all reasonable times during regular business hours of the Subscription Receipt Agent on any Business Day for inspection by the Corporation, the Agent, the Subscription Receipt Agent or any Holder. The Subscription Receipt Agent shall, from time to time when requested to do so by the Corporation and upon payment of its reasonable fees, furnish the Corporation with a list of the names and addresses of the Holders entered in the registers kept by the Subscription Receipt Agent and showing the number of Subscription Receipts held by such Holder.

2.7 Holder not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt shall at any time confer or be construed as conferring upon a Holder any right, benefit or interest whatsoever as a Shareholder, including the right to vote at, to receive notice of, or to attend meetings of Shareholders, or the right to receive dividends. Holders are only entitled to exercise the rights and receive the amounts expressly provided for in the applicable Subscription Receipt Certificate and this Agreement on the terms and conditions set forth in this Agreement.

2.8 Subscription Receipts to Rank Pari Passu

Subject to Section 6.2, all Subscription Receipts shall rank pari passu, whatever may be the actual dates of issue of the Subscription Receipts.

2.9 Signing of Subscription Receipt Certificates

The Subscription Receipt Certificates, if issued, shall be signed by an authorized officer or director of the Corporation. The signature of any such authorized officer or director of the Corporation may be printed or otherwise mechanically reproduced electronically and Subscription Receipt Certificates bearing such electronic signatures shall be binding upon the Corporation as if they had been manually signed. Notwithstanding that any person whose manual or electronic signature appears on any Subscription Receipt Certificate may no longer hold office at the date of such Subscription Receipt Certificate or at the date of certification or delivery thereof, any Subscription Receipt Certificate signed as aforesaid shall, subject to Section 2.10, be valid and binding upon the Corporation and the Holder thereof shall be entitled to the benefits of this Agreement or the Subscription Receipt Certificates in question.

2.10 Certification by Subscription Receipt Agent

No Subscription Receipt Certificate, if issued, will be valid or entitle the Holder to the benefits hereof until it has been certified by signature by or on behalf of the Subscription Receipt Agent substantially in the form of the certificate attached hereto as Schedule "A" or in such other form as may be approved by the Subscription Receipt Agent and the Corporation. The certification by the Subscription Receipt Agent on a Subscription Receipt Certificate will be conclusive evidence as against the Corporation that such Subscription Receipt Certificate has been issued hereunder and that the Holder thereof is entitled to the benefits hereof.

Any Subscription Receipt Certificate validly issued in accordance with the terms of this Agreement in effect at the time of issue of such Subscription Receipt Certificate shall, subject to the terms of this Agreement and applicable law, validly entitle the Holder to acquire Underlying Shares and Warrants, notwithstanding that the form of such Subscription Receipt Certificate may not be in the form then required by this Agreement.

No Subscription Receipt shall (a) be considered issued, valid, or obligatory; nor (b) entitle the Holder thereof to the benefits of this Agreement, until it has been Authenticated by the Subscription Receipt Agent. Authentication by the Subscription Receipt Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or of such Subscription Receipt Certificates (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or of the consideration thereof. Authentication by the Subscription Receipt Agent shall be conclusive evidence as against the Corporation that the Subscription Receipts so Authenticated have been duly issued hereunder and that the Holder thereof is entitled to the benefits of this Agreement.

No Certificated Subscription Receipt (a) shall be considered issued and Authenticated nor, (b) if Authenticated, shall be obligatory nor entitle the Holder thereof to the benefits of this Agreement, until it has been Authenticated by manual signature by or on behalf of the Subscription Receipt Agent substantially in the form of the Subscription Receipt set out in Schedule "A" hereto. Such Authentication on any such Certificated Subscription Receipt shall be conclusive evidence that such Certificated Subscription Receipt is duly Authenticated and is valid and a binding obligation of the Corporation and that the Holder is entitled to the benefits of this Agreement.

2.11 Authentication not Representation

The Authentication by the Subscription Receipt Agent of any Subscription Receipts whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of the Agreement or such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or the Proceeds.

2.12 Issue in Substitution for Subscription Receipt Certificates Lost, etc.

(a) In case any of the Subscription Receipt Certificates shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to applicable law and compliance with Subsection 2.12(b), shall issue, and thereupon the Subscription Receipt Agent shall certify and deliver, a new Subscription Receipt Certificate of like tenor and form as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Subscription Receipt Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Subscription Receipt Certificate, and the substituted Subscription Receipt Certificate shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipt Certificates issued or to be issued hereunder.
(b) The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.12 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Subscription Receipt Agent each in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond or other security in amount and form satisfactory to the Corporation and the Subscription Receipt Agent each in their sole discretion and shall pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

2.13 Exchange of Subscription Receipt Certificates

(a) Subscription Receipt Certificates may, upon compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for another Subscription Receipt Certificate or Subscription Receipt Certificates entitling the Holder thereof to, in the aggregate, the same number of Subscription Receipts as represented by the Subscription Receipt Certificates so exchanged.
(b) Subscription Receipt Certificates may be surrendered for exchange only at the Designated Office of the Subscription Receipt Agent during regular business hours of the Subscription Receipt Agent on a Business Day.
(c) Except as otherwise herein provided, the Subscription Receipt Agent may charge to the Holder requesting an exchange a reasonable fee for each new Subscription Receipt Certificate issued in exchange for Subscription Receipt Certificate(s).

Payment of such charges and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid shall be made by such Holder as a condition precedent to such exchange.

(d) Any Subscription Receipt Certificate tendered for exchange shall be cancelled by the Subscription Receipt Agent.

2.14 No Transfer

The Subscription Receipts are non-transferable and the Subscription Receipt Agent hereby agrees that it will not effect any transfers of Subscription Receipts.

2.15 Amounts to be Held in Escrow

The Corporation or the Agent, as directed by the Corporation, shall deliver the Escrowed Funds to the Subscription Receipt Agent as agent on behalf of Holders, by wire transfer of funds into a segregated account as directed by the Subscription Receipt Agent to be held pursuant to the terms hereof. The Subscription Receipt Agent hereby agrees to hold the Escrowed Funds in escrow and to disburse and deal with the same as provided herein.

2.16 Cancellation of Surrendered Subscription Receipt Certificates

All Subscription Receipt Certificates surrendered to the Subscription Receipt Agent pursuant to Sections 2.12, 2.13, 2.14 and 5.1 shall be returned to or received by the Subscription Receipt Agent for cancellation and, if required by the Corporation, the Subscription Receipt Agent shall furnish the Corporation with a cancellation certificate identifying the Subscription Receipt Certificates so cancelled and the number of Subscription Receipts evidenced thereby.

ARTICLE 3 ISSUANCE OF UNDERLYING SHARES AND WARRANTS OR REFUND OF SUBSCRIPTION PRICE

3.1 Escrow Release Notice

If the Escrow Release Conditions are satisfied before the Escrow Release Deadline, the Corporation shall cause the issuance to the Holders of the Warrants forming the Underlying Securities for each Subscription Receipt then outstanding, and the Corporation shall forthwith cause to be delivered to the Subscription Receipt Agent the Escrow Release Notice, executed by the Corporation and the Agent, confirming that the Escrow Release Conditions have been satisfied and instructing the Subscription Receipt Agent to cause the issuance to the Holders of the Underlying Shares forming the Underlying Securities for each Subscription Receipt then outstanding on such date (the "Release Date").

3.2 Release of the Escrowed Funds

If the Corporation has delivered the Escrow Release Notice in accordance with Section 3.1 to the Subscription Receipt Agent at or before the Escrow Release Deadline the Corporation shall be entitled to receive from the Subscription Receipt Agent on the Release Date an amount equal to the Escrowed Funds, less (i) the Agent's Expenses incurred after the Closing Date, (ii) 50% of the Agent's Commission, and (iii) 50% of the Finder's Fee (in each case in the amounts and payable to the Persons designated in the Escrow Release Notice, to be paid on behalf of the Corporation); and (iv) any remaining remuneration, expenses and disbursements of the Subscription Receipt Agent, to be paid on behalf of the Corporation. The Subscription Receipt Agent shall deliver the Escrowed Funds referred to in this Section 3.2 to the Corporation, the Agent and to the Persons entitled to receive the Finder's Fee as directed by the Corporation as soon as practicable following receipt of the Escrow Release Notice.

Any notice delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 8:00 a.m. (Vancouver time) or any later time as may be agreed to by the Corporation and the Subscription Receipt Agent, acting reasonably, on the Release Date. Any notice received by the Subscription Receipt Agent after such time or received on a day which is not a Business Day will be handled on a commercially reasonably efforts basis and may result in Escrowed Funds being released on the next Business Day.

3.3 Issue of Underlying Shares and Warrants and Payment Thereon

(a) If the Corporation has delivered the Escrow Release Notice in accordance with Section 3.1 before the Escrow Release Deadline, the Corporation shall issue the Warrants referred to in Section 3.1 to the Holders in exchange for the Subscription Receipts of such Holders, and the Corporation shall cause the Subscription Receipt Agent to issue, or cause to be issued, the Underlying Shares referred to in Section 3.1 to the Holders in exchange for the Subscription Receipts of such Holders.
(b) Notwithstanding the actual time of delivery of the Underlying Securities pursuant to Subsection 3.3(a), in the event that the Escrow Release Conditions are satisfied prior to the Escrow Release Deadline, the Underlying Securities shall be and shall be deemed to be automatically issued to Holders in accordance with the right of such Holders as set out in Subsection 2.3(a)(i) without payment of any additional consideration or further action on the part of the Holder, and such Underlying Securities shall be deemed to be issued upon the satisfaction of the Escrow Release Conditions and the Persons to whom such Underlying Securities are to be issued shall be deemed to have become the holders of record of such Underlying Securities upon the conversion of the Subscription Receipts.
(c) Effective immediately after the Underlying Securities have been, or have been deemed to be, issued as contemplated in Subsection 3.3(b), and the Subscription Receipt Agent has issued the cheque or cheques or made wire transfers for the amounts specified in Subsection 3.2, all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and the Subscription Receipts relating thereto shall be void and of no value or effect.
(d) If any amount payable to Holders pursuant to Subsection 3.2 is subject to withholding taxes, the Subscription Receipt Agent shall remit such taxes to the proper tax authorities within the prescribed period of time under applicable laws and such amounts shall be deemed to satisfy the Subscription Receipt Agent's and/or the Corporation's obligation to pay such amount to the relevant Holder.

Notwithstanding anything herein contained, the Corporation shall not be required, upon the exchange or deemed exchange of a Subscription Receipt, to issue fractions of the Underlying Securities and the number of Underlying Securities to be issued on exchange shall be rounded down to the nearest whole number without any consideration therefor.

3.5 Payment on Termination

(a) If a Termination Event occurs, the Corporation shall forthwith notify the Subscription Receipt Agent in writing and deliver to the Subscription Receipt Agent a Written Request of the Corporation to make the payments required pursuant to this Section 3.5 (a "Termination Notice").
(b) If a Termination Event occurs, the subscription evidenced by each Subscription Receipt shall be automatically terminated and cancelled and each Holder shall be entitled from and after the Termination Event, but shall receive on or about the Termination Payment Time, by cheque or wire transfer an amount equal in the aggregate to: (i) the Subscription Price in respect of each of such Holder's Subscription Receipts; and (ii) such Holder's pro rata share of the Earned Interest, less applicable withholding taxes, if any.
(c) The amount payable to each Holder under Subsection 3.5(b) shall be satisfied from the Escrowed Funds. Any amount not satisfied from the Escrowed Funds shall be satisfied by the Corporation which shall deposit an amount equal to such shortfall with the Subscription Receipt Agent no later than the Business Day immediately preceding the Termination Payment Time. The Subscription Receipt Agent shall only be obliged to make payments under this Section 3.5 to the extent that the Escrowed Funds and the monies which have been deposited with it pursuant to this Section 3.5(c) are sufficient.
(d) The obligation to make the payment of the amount specified in Subsection 3.5(b) shall be satisfied by mailing payment by cheque payable to the Holder at the Holder's registered address.
(e) Upon the mailing or delivery of any cheque or the making of any wire transfer as provided in Subsection 3.5(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) and, where applicable, an amount has been withheld on account of tax and remitted to the appropriate taxing authority pursuant to Section 3.3(f), all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect.
(f) If any amount payable to Holders pursuant to Subsection 3.3 is subject to withholding taxes, the Subscription Receipt Agent shall remit such taxes to the proper tax authorities within the prescribed period of time under applicable laws and such amounts shall be deemed to satisfy the Subscription Receipt Agent's and/or the Corporation's obligation to pay such amount to the relevant Holder.

3.6 Calculations

The Subscription Receipt Agent shall not be responsible for calculating any amounts owing under Sections 3.3 and 3.5, but shall be entitled to rely absolutely on the Written Request of the Corporation specifying the payments to be made pursuant thereto.

ARTICLE 4 INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST

4.1 Deposit of Escrowed Funds in Escrow

The Corporation shall deliver the Escrowed Funds, on behalf of Holders as agent, to the Subscription Receipt Agent by way of certified cheque, bank draft or electronic wire transfer. The Subscription Receipt Agent shall immediately place such funds in an interest-bearing segregated bank account in accordance with the provisions of this Article 4. The Escrowed Funds are held by the Subscription Receipt Agent as agent for the benefit of the Holders. The Corporation acknowledges and agrees that it is a condition of the payment by the Holders of $0.55 per Subscription Receipt therefor that the Escrowed Funds are held by the Subscription Receipt Agent in accordance with the provisions of this Article 4. The Corporation further acknowledges and confirms that it has no interest in the Escrowed Funds or in the Earned Interest unless and until the Escrow Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Funds and the Earned Interest for the benefit of the Holders of the Subscription Receipts and, upon the delivery of the Escrow Release Notice, to the Subscription Receipt Agent, retroactively for the benefit of the Corporation in accordance with the provisions of this Article 4.

4.2 Investment of the Escrowed Funds

(a) Until released in accordance with this Agreement, the Escrowed Funds shall be recorded in the segregated internal trust account records of the Subscription Receipt Agent, which account record shall be designated in the name of the Corporation, and the Escrowed Funds shall be deposited in one or more trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks listed in below in Subsection 4.2(c) (each such bank, an "Approved Bank"). Of the amount of interest, if any, earned by the Subscription Receipt Agent on such deposited monies, the Subscription Receipt Agent shall credit to the Escrowed Funds an amount that is equal to 0.20 percent (0.20%) less than the target overnight rate of interest announced from time to time by The Bank of Canada, converted to a daily rate, and applied to the Escrowed Funds, calculated daily. Such calculated amount shall be credited by the Subscription Receipt Agent to the Escrowed Funds within three (3) Business Days of each month-end. The Subscription Receipt Agent may retain the remaining amount of interest, if any, that was earned on such deposited monies for its own use and benefit. Notwithstanding the foregoing, (i) in no event will the Subscription Receipt Agent be obligated to pay or credit any amount on account of interest that exceeds the amount of interest earned from the Approved Bank(s) on the Escrowed Funds, as determined by the Subscription Receipt Agent; and (ii) if an account at any Approved Bank into which the Escrowed Funds or any part thereof has been deposited bears a negative interest rate or there is otherwise any fee or other charge

assessed on the account or in respect of the amount of cash on deposit, the cost, as determined by the Subscription Receipt Agent, shall be deducted from the Escrowed Funds.

(b) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Holder and the delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Holder and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any deposit made with an Approved Bank pursuant to this Section 4.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The Corporation acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank.

At any time and from time to time, the Corporation shall be entitled to direct the Subscription Receipt Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Funds that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Holder prior to and after such withdrawal.

For tax reporting purposes, all interest or other taxable income earned from the investment of the Escrowed Funds in any tax year shall (i) to the extent such interest is distributed by the Subscription Receipt Agent to any person or entity pursuant to the terms of this Agreement during such tax year, be allocated to such Person, and (ii) otherwise be allocated to the Corporation in the taxation year that it was earned, notwithstanding that no such amount has been distributed. The Holder and Corporation agree to provide the Subscription Receipt Agent with their certified tax identification numbers and others forms, documents and information that the Subscription Receipt Agent may request in order to fulfill any tax reporting function.

Bank	Relevant S&P Issuer Credit Rating(as at January 4th, 2022)
Bank of America NA	A+
Bank of Montreal	A+
The Bank of Nova Scotia	A+
Bank of Scotland	A+
Bank of Tokyo-Mitsubishi UFJ	A
BNP Paribas	A+
Canadian Imperial Bank of Commerce	A+
Citibank NA	A+
National Bank of Canada	A
Royal Bank of Canada	AA
Societe Generale (Canada Branch)	A
The Toronto-Dominion Bank	AA

Approved Banks

4.3 Segregation of the Escrowed Funds

The Escrowed Funds received by the Subscription Receipt Agent and any securities or other instruments received by the Subscription Receipt Agent upon the investment or reinvestment of such Escrowed Funds, shall be received as agent for the Holders and shall be segregated and kept apart by the Subscription Receipt Agent in escrow pursuant to the terms of this Agreement as agent for the Holders. Notwithstanding the foregoing, nothing in this Agreement shall be construed as creating a trust relationship between the Subscription Receipt Agent and any or all of the Holders, the Corporation or its shareholders.

ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS

5.1 Optional Purchases by the Corporation

Subject to applicable law and stock exchange rules, the Corporation may, from time to time, purchase by private contract or otherwise, for cancellation, any of the Subscription Receipts.

5.2 General Covenants

(a) The Corporation hereby covenants with the Subscription Receipt Agent that so long as any Subscription Receipts remain outstanding:
- (i) it will use its best efforts to maintain its corporate existence;
- (ii) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer (or the

equivalent) not in default in each of the provinces and territories of Canada in which it is presently a reporting issuer (or the equivalent);

(iii) it will promptly perform and carry out all of the acts or things to be done by it as provided in this Agreement;
(iv) it will reserve for issuance and keep available a sufficient number of Common Shares and Warrants for the purpose of enabling it to satisfy its obligations to issue Underlying Securities pursuant to the Subscription Receipts;
(v) it will cause the Underlying Securities to be duly issued and delivered in accordance with the Subscription Receipts and the terms hereof and such Underlying Securities will be issued as fully paid and non-assessable securities of the Corporation;
(vi) it will give notice to the Subscription Receipt Agent and Holders of a default under the terms of this Agreement; and
(vii) it will not effect any Capital Reorganization, Common Share Distribution or Common Share Reorganization.

5.3 Subscription Receipt Agent's Remuneration, Expenses and Indemnification

(a) The Corporation hereby covenants that it will pay to the Subscription Receipt Agent, from time to time, reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of this Agreement (including the reasonable compensation and disbursements of its Counsel and all other assistants and advisors not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the Subscription Receipt Agent's gross negligence, wilful misconduct or bad faith. 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 Subscription Receipt Agent against unpaid invoices and shall be payable on demand.
(b) In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify the Subscription Receipt Agent and its Affiliates, their successors and assigns, and each of their directors, officers, employees and agents (the "Indemnified Parties") and save them harmless from and against all claims, demands, losses, actions, causes of action, suits, proceedings, liabilities, damages, costs, charges, assessments, judgments and expenses (including expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Agreement including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties and expenses

incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, 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 Subscription Receipt Agent's duties, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent's gross negligence, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Corporation. Notwithstanding any other provision hereof, 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. Notwithstanding any other provision hereof, this indemnity shall survive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement.

5.4 Performance of Covenants by the Subscription Receipt Agent

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

5.5 Accounting

The Subscription Receipt Agent shall maintain accurate books, records and accounts of the Transactions effected or controlled by the Subscription Receipt Agent hereunder and the receipt, investment, reinvestment and disbursement of the Escrowed Funds, and shall provide to the Corporation records and statements thereof periodically upon written request. The Corporation shall have the right to audit any such books, records, accounts and statements from time to time.

5.6 Payments by the Subscription Receipt Agent

In the event that any funds to be disbursed by the Subscription Receipt Agent in accordance herewith are received by the Subscription Receipt Agent in the form of an uncertified cheque or cheques, the Subscription Receipt Agent shall be entitled to delay the time for disbursement of such funds hereunder until such uncertified cheque or cheques have cleared in the ordinary course of the financial institution upon which the same are drawn. The Subscription Receipt Agent will disburse monies according to this Agreement only to the extent that monies have been deposited with it. The Subscription Receipt Agent shall not under any circumstances be required to disburse funds in excess of the amounts on deposit with the Subscription Receipt Agent at such time of disbursement.

5.7 Regulatory Matters

The Corporation shall file all such documents, notices and certificates and take such steps and do such things as may be necessary under applicable securities laws to permit the issuance of the Underlying Securities in the circumstances contemplated by Section 3.3 such that: (i) such issuance will comply with, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada; and (ii) the first trade in the Underlying Securities (other than from the holdings of a Person who, alone or in combination with others, holds a sufficient number of Common Shares to materially affect control of the Corporation) will not be subject to, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada.

ARTICLE 6 ENFORCEMENT

6.1 Suits by the Holders

Subject to the powers of the Holders exercisable by special resolution, all or any of the rights conferred upon any Holder by any of the terms of the Subscription Receipts or of this Agreement, or of both, may be enforced by the Holder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Subscription Receipt Agent to proceed in its own name to enforce each and all of the provisions contained herein for the benefit of the Holders.

6.2 Immunity of Shareholders, etc.

The Subscription Receipt Agent and, by acceptance of the Subscription Receipts and as part of the consideration for the issue of the Subscription Receipts, the Holders 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, director, officer, employee or agent of the Corporation or any successor entity for the issue of the Underlying Securities pursuant to any Subscription Receipt or any covenant, agreement, representation or warranty by the Corporation contained herein or in the Subscription Receipt Certificates.

6.3 Limitation of Liability

The obligations hereunder are not personally binding upon, nor shall resort hereunder be had to, the private property of any past, present or future directors or shareholders of the Corporation or any successor entity or any of the past, present or future officers, employees or agents of the Corporation or any successor entity, but only the property of the Corporation or any successor entity shall be bound in respect hereof.

ARTICLE 7 MEETINGS OF THE HOLDERS

7.1 Right to Convene Meetings

The Subscription Receipt Agent may, at any time and from time to time, and shall on receipt of a Written Request of the Corporation or of a Holders' Request and upon being funded and indemnified to its reasonable satisfaction by the Corporation or by the Holders signing such Holders' Request, as the case may be, against the cost which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders. In the event of the Subscription Receipt Agent failing to so convene a meeting within 30 days after receipt of such Written Request of the Corporation or such Holders' Request and funding and indemnity given as aforesaid, the Corporation or such Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Province of Ontario, or at such other place as may be determined by the Subscription Receipt Agent and approved by the Corporation, each acting reasonably. Any meeting held pursuant to this Article 7 may be done through a virtual or electronic meeting platform, subject to the Subscription Receipt Agent's capabilities at the time.

7.2 Notice

At least 21 days' prior notice of any meeting of the Holders shall be given to the Holders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Subscription Receipt Agent (unless the meeting has been called by the Subscription Receipt Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the date (which shall be a Business Day) and 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 Holders 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 Article 7.

7.3 Chairperson

An individual (who need not be a Holder) designated in writing by the Subscription Receipt Agent shall be chairperson of the meeting and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Holders present in person or by proxy shall choose some individual present at the meeting to be chairperson.

7.4 Quorum

Subject to the provisions of Section 7.11, at any meeting of the Holders a quorum shall consist of at least one Holder present in person or by proxy and holding, in aggregate, not less than 10% of the then outstanding Subscription Receipts. If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding of any such meeting, the meeting, if summoned by the Holders or on a Holders' 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 Holders 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 hold, in aggregate, at least 10% of the then outstanding Subscription Receipts.

7.5 Power to Adjourn

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

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 a special resolution as set out in Section 7.10 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 chairperson 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.

7.7 Poll and Voting

(a) On every special resolution as set out in Section 7.10, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairperson or by one or more of the Holders acting in person or by proxy and holding at least 5% of the Subscription Receipts then outstanding, a poll shall be taken in such manner as the chairperson shall direct. Questions other than those required to be determined by special resolution shall be decided by a majority of the votes cast on the poll.
(b) On a show of hands, every Person who is present and entitled to vote, whether as a Holder or as proxy for one or more absent Holders, or both, shall have one vote. On a poll, each Holder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Subscription Receipt then held or represented by such Person. A proxy need not be a Holder. In the case of joint Holders, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them shall be present in person or by proxy, they shall vote together in respect of Subscription Receipts of which they are joint registered Holders. The chairperson of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Subscription Receipts, if any, that are held or represented by the chairperson.

7.8 Regulations

The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make, and from time to time, vary such regulations as it shall think fit for:

(a) the setting of the record date for a meeting of the Holders for the purpose of determining the Holders entitled to receive notice of and vote at such meeting;
(b) the issue of voting certificates by any bank, trust company or other depository satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt

Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual Holders of the Subscription Receipt Certificates specified therein;

(c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Subscription Receipt Agent, the Corporation or the Holders, convening the meeting, as the case may be, may in the notice convening the meeting direct;
(d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed or transmitted by other electronic means before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;
(e) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and
(f) generally for the calling of meetings of the Holders and the conduct of business thereat.

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 Holder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be the Holders or their counsel or duly appointed proxies of the Holders.

7.9 The Corporation and Subscription Receipt Agent may be Represented

The Corporation and its Counsel and the Subscription Receipt Agent, by their respective authorized agents, and employees and counsel for the Subscription Receipt Agent may attend any meeting of the Holders, but shall have no vote as such unless in their capacity as Holder or a proxy of a Holder.

7.10 Powers Exercisable by Special Resolution

In addition to all other powers conferred upon them by any other provisions of this Agreement or by law, the Holders at a duly convened meeting shall, subject to the provisions of Section 7.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution:

(a) to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders or the Subscription Receipt Agent (subject to the consent of the Subscription Receipt Agent) against the Corporation or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement, the Subscription Receipts or otherwise;

(b) to amend, alter or repeal any extraordinary resolution previously passed or sanctioned by the Holders;
(c) to direct or to authorize the Subscription Receipt Agent to enforce any of the covenants on the part of the Corporation contained in this Agreement or the Subscription Receipts or to enforce any of the rights of the Holders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right;
(d) to waive, and to direct the Subscription Receipt Agent to waive, any default on the part of the Corporation in complying with any provisions of this Agreement or the Subscription Receipts either unconditionally or upon any conditions specified in such special resolution;
(e) to restrain any Holder 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 Agreement or the Subscription Receipts or to enforce any of the rights of the Holders;
(f) to direct any Holder 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 Holder in connection therewith;
(g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipts or this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission;
(h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt 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 the holders of any Common Shares or other securities of the Corporation.

7.11 Meaning of Special Resolution

(a) The expression "special resolution" when used in this Agreement means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed to be passed as a special resolution at a meeting of the Holders (including an adjourned or postponed meeting) duly convened for that purpose and held in

accordance with the provisions of this Article 7 and passed by the favourable votes of the Holders present in person or by proxy holding not less than 66⅔% of the then outstanding Subscription Receipts represented at the meeting and voted on a poll upon such resolution.

(b) If, at any meeting called for the purpose of passing a special resolution, a quorum, being at least one Holder holding not less than 10% of the then outstanding Subscription Receipts, is not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by the Holders or on a Holders' Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 14 days later, and to such place and time as may be determined by the chairperson. Not less than seven 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 Holders 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.
(c) At the adjourned meeting, the Holders 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 thereat by the favourable vote of Holders of not less than 66⅔% of the Holders present or represented by proxy at the meeting voted upon on a poll shall be a special resolution within the meaning of this Agreement, notwithstanding that Holders of 10% or more of the Subscription Receipts then outstanding are not present in person or by proxy at such adjourned meeting.
(d) Votes on a special resolution shall always be given on a poll and no demand for a poll on a special resolution shall be necessary.

7.12 Powers Cumulative

Any one or more of the powers or any combination of the powers in this Agreement stated to be exercisable by the Holders by special 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 Holders to exercise such power or powers or combination of powers then or thereafter from time to time.

7.13 Minutes

Minutes of all resolutions and proceedings at every meeting of the Holders shall be made and duly entered in books to be provided from time to time for that purpose by the Corporation, and any such minutes as aforesaid, if signed by the chairperson or the secretary of the meeting at which such resolutions were passed or proceedings had or by the chairperson or secretary of the next succeeding meeting held 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.

7.14 Instruments in Writing

All actions which may be taken and all powers that may be exercised by the Holders at a meeting held as provided in this Article 7 may also be taken and exercised by an instrument in writing signed in one or more counterparts by such Holders, in person or by attorney duly appointed in writing, (i) holding at least a majority of the then outstanding Subscription Receipts with respect to a resolution that is not a special resolution, and the expression "resolution" when used not as part of "special resolution" in this Agreement shall include an instrument so signed, and (ii) holding at least 66⅔% of the then outstanding Subscription Receipts with respect to a special resolution, and the expression "special resolution" when used in this Agreement shall include an instrument so signed.

7.15 Binding Effect of Resolutions

Every resolution and every special resolution passed in accordance with the provisions of this Article 7 at a meeting of the Holders shall be binding upon all the Holders, whether present at or absent from such meeting, and every instrument in writing signed by the Holders in accordance with Section 7.14 shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Subscription Receipt Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

7.16 Holdings by the Corporation Disregarded

In determining whether the Holders are present at a meeting of the Holders for the purpose of determining a quorum or have concurred in any consent, waiver, resolution, special resolution, Holders' Request or other action under this Agreement, or otherwise for the purposes of any vote taken in accordance with Section 7.6 or 7.7 hereof, Subscription Receipts owned legally or beneficially by the Corporation or any Affiliate of the Corporation shall be disregarded in accordance with the provisions of Section 10.6.

ARTICLE 8 SUPPLEMENTAL AGREEMENTS

8.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the Corporation, and the Subscription Receipt Agent may, subject to the provisions hereof and subject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agents or representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Holders based on the opinion of Counsel;

(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(c) 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 Subscription Receipt Agent relying on the advice of Counsel prejudicial to the interests of the Holders;
(d) giving effect to any special resolution passed as provided in Article 7;
(e) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent relying on the advice of Counsel, prejudicial to the interests of the Holders;
(f) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(g) modifying any of the provisions of this Agreement, 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 Subscription Receipt Agent relying on the advice of counsel, such modification or relief in no way prejudices any of the rights of the Holders or of the Subscription Receipt Agent and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(h) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent relying on the advice of counsel, the rights of the Holders or of the Subscription Receipt Agent are in no way prejudiced thereby.

8.2 Successor Entity

In the case of the consolidation, amalgamation, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity ("successor entity"), the successor entity resulting from such consolidation, amalgamation, merger or transfer (if not the Corporation) shall expressly assume, by supplemental agreement satisfactory in form to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Corporation and the successor entity shall by supplemental agreement satisfactory in term to the Subscription Receipt Agent executed and delivered to the Subscription Receipt Agent, expressly assume those obligations.

ARTICLE 9 CONCERNING THE SUBSCRIPTION RECEIPT AGENT

9.1 Rights and Duties of the Subscription Receipt Agent

(a) In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent shall exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Subscription Receipt Agent from liability for its own gross negligence, wilful misconduct or bad faith.
(b) The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Subscription Receipt Agent or the Holders hereunder shall be conditional upon the Holders furnishing, when required by notice by the Subscription Receipt Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and to hold harmless the Subscription Receipt Agent 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 Agreement shall require the Subscription Receipt 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.
(c) The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipts held by them, for which Subscription Receipts the Subscription Receipt Agent shall issue receipts.
(d) Every provision of this Agreement that by its terms relieves the Subscription Receipt Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 9.1 and of Section 9.2.
(e) The Subscription Receipt Agent shall have no duties except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other parties hereto and, if its duties herein are affected, unless it shall have given its prior written consent thereto.
(f) The Subscription Receipt Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation does not require the exercise of any discretion or independent judgment.
(g) The Subscription Receipt Agent shall incur no liability whatsoever with respect to the delivery or non-delivery of any certificates whether delivered by hand, mail or any other means.
(h) If the Subscription Receipt Agent delivers any cheque as required hereunder, the Subscription Receipt Agent shall have no further obligation or liability for the amount represented thereby, unless any such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Subscription Receipt Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and, if required by the Subscription Receipt Agent, an indemnity reasonably satisfactory to it, shall issue to such payee a replacement cheque for the amount of such cheque.
(i) The Subscription Receipt Agent will disburse funds in accordance with the provisions hereof only to the extent that funds have been deposited with it. The Subscription Receipt Agent shall not under any circumstances be required to disburse funds in excess of the amounts on deposit (including any Earned Interest) with the Subscription Receipt Agent at the time of disbursement.
(j) The Subscription Receipt Agent shall not be responsible or liable in any manner whatsoever for the deficiency, correctness, genuineness or validity of any securities deposited with it.
(k) The Subscription Receipt Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation.
(l) The Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and in the Subscription Receipts and generally may contract and enter into financial transactions with the Corporation or any related corporation without being liable to account for any profit made thereby.
(m) The Subscription Receipt Agent shall not be bound to do or give any notice or take any act, action, proceeding for the enforcement of any of the obligations of the Corporation under this Agreement unless and until it shall have received a Holders' Request specifying the act, action or proceeding which the Subscription Receipt Agent is requested to take, nor shall the Subscription Receipt 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 Subscription Receipt Agent and, in the absence of any such notice, the Subscription Receipt Agent may for all purposes of this Agreement 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.

9.2 Evidence, Experts and Advisers

(a) In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation shall furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as is prescribed by Applicable Legislation or as the Subscription Receipt Agent may reasonably require by written notice to the Corporation.
(b) In the exercise of any right or duty hereunder the Subscription Receipt Agent, if it is acting in good faith, may act and rely, as to the truth of any statement or the accuracy of any opinion expressed therein, on any statutory declaration, opinion, report, certificate or other evidence furnished to the Subscription Receipt Agent pursuant to a provision hereof or of Applicable Legislation or pursuant to a request of the Subscription Receipt Agent, if such evidence complies with Applicable Legislation and the Subscription Receipt Agent examines such evidence and determines that it complies with the applicable requirements of this Agreement.
(c) Whenever it is provided in this Agreement that the Corporation shall deposit with the Subscription Receipt 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 Subscription Receipt Agent take the action to be based thereon.
(d) Whenever Applicable Legislation requires that evidence referred to in Section 9.2(a) hereof be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a Certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chief Executive Officer, President, Chief Financial Officer or Secretary of the Corporation or by any other officer(s) or director(s) of the Corporation to whom such authority is delegated by the Directors from time to time. In addition, the Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, direction, instruction, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.
(e) Proof of the execution of an instrument in writing, including a Holders' Request, by any Holder may be made by the certificate of a commissioner of oaths, or other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate and in respect of a corporate Holder, shall include a certificate of incumbency of such Holder together with a certified resolution authorizing the Person who signs such instrument to sign such instrument.

(f) The Subscription Receipt Agent may employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, 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 Subscription Receipt Agent. The Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees, expenses and disbursements of such counsel, accountants, appraisers, or other experts or advisors. The Subscription Receipt Agent may act and rely and shall be protected in acting or not acting and relying in good faith on the opinion or advice of or information obtained from any counsel, accountant, appraisers or other expert or advisor, whether retained or employed by the Corporation or by the Subscription Receipt Agent, in relation to any matter arising in the administration of the duties and obligations hereof.

9.3 Documents, Monies, etc. Held by the Subscription Receipt Agent

Any securities, monies, documents of title or other instruments that may at any time be held by the Subscription Receipt Agent pursuant to this Agreement may be placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian chartered bank listed in Schedule I of the Bank Act (Canada) or deposited for safekeeping with any such bank.

Subject to the terms herein, the Earned Interest received by the Subscription Receipt Agent will belong to the Corporation.

9.4 Actions by the Subscription Receipt Agent to Protect Interest

The Subscription Receipt Agent shall have the 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 Holders.

9.5 The Subscription Receipt Agent not Required to Give Security

The Subscription Receipt Agent shall not be required to give any bond or security in respect of the execution of this Agreement.

9.6 Protection of the Subscription Receipt Agent

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

(a) the Subscription Receipt Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement or in the Subscription Receipt Certificates (except the representation contained in the certificate of the Subscription Receipt Agent on the Subscription Receipt 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;

(b) nothing herein contained shall impose any obligation on the Subscription Receipt Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto;
(c) the Subscription Receipt Agent shall not be bound to give notice to any person or persons of the execution hereof;
(d) the Subscription Receipt Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, wilful misconduct or fraud;
(e) the Subscription Receipt 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 the covenants herein contained or of any acts of any directors, officers, employees or agents of the Corporation;
(f) The Subscription Receipt Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct; and
(g) notwithstanding the foregoing or any other provision of this Agreement, any liability of the Subscription Receipt Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Subscription Receipt Agent under this Agreement in the twelve (12) months immediately prior to the Subscription Receipt Agent receiving the first notice of the claim. Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Subscription Receipt 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.

9.7 Replacement of Subscription Receipt Agent; Successor by Merger

(a) The Subscription Receipt Agent may resign its appointment and be discharged from all other duties and liabilities hereunder, subject to this Section 9.7, by giving to the Corporation not less than 30 days prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Holders by special resolution shall have the power at any time to remove the existing Subscription Receipt Agent and to appoint a new subscription receipt agent, subject to the provisions of Subsection 7.10(h) and 9.7(c).
(b) In the event of the Subscription Receipt 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, acting reasonably, forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Holders; failing such

appointment by the Corporation, the retiring Subscription Receipt Agent (at the expense of the Corporation) or any Holder may apply to a justice of the Supreme Court of British Columbia on such notice as such justice may direct, for the appointment of a new subscription receipt agent; but any new subscription receipt agent so appointed by the Corporation, or by the Court shall be subject to removal as aforesaid by the Holders.

(c) Any new subscription receipt agent appointed under this Section 9.7 must be a corporation authorized to carry on the business of a transfer agent or trust company in Canada and, if required by the Applicable Legislation of any other province, in such other province. On any such appointment the new subscription receipt agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent without any further assurance, conveyance, act or deed, but there will be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as, in the opinion of Counsel, are necessary or advisable for the purpose of assuring the transfer of such powers, rights, duties and responsibilities to the new subscription receipt agent including, without limitation, an appropriate instrument executed by the new subscription receipt agent accepting such appointment and, at the request of the Corporation, the predecessor Subscription Receipt Agent shall, upon payment of its outstanding remuneration and expenses, execute and deliver to the new subscription receipt agent an appropriate instrument transferring to such new subscription receipt agent all rights and powers of the Subscription Receipt Agent hereunder, and shall duly assign, transfer and deliver to the new subscription receipt agent all securities, property and all records kept by the predecessor Subscription Receipt Agent hereunder or in connection therewith. Any new subscription receipt agent so appointed by the Corporation or by the Court will be subject to removal as aforesaid by the Holders and by the Corporation.
(d) Upon the appointment of a successor subscription receipt agent, the Corporation shall promptly notify the Holders thereof in the manner provided for in Section 10.2.
(e) Any corporation into which the Subscription Receipt Agent is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Subscription Receipt Agent is a party shall become the successor subscription receipt agent under this Agreement, without the execution of any document or any further act; provided that such corporation would be eligible for appointment as a successor subscription receipt agent under Subsection 9.7(c).
(f) Any Subscription Receipt Certificate Authenticated but not delivered by a predecessor subscription receipt agent may be delivered by the successor subscription receipt agent in the name of the successor subscription receipt agent and in all such cases such Subscription Receipt Certificates will have the full force provided in the Subscription Receipt Certificates and in this Agreement.

9.8 Acceptance of Appointment

The Subscription Receipt Agent hereby accepts the appointment as subscription receipt agent in this Agreement and agrees to perform its duties as agent hereunder upon the terms and conditions herein set forth. The parties confirm that no trust is intended to be, or is or will be, created hereby and that the Subscription Receipt Agent shall owe no duty hereunder as a trustee.

9.9 Subscription Receipt Agent Not to be Appointed Receiver

The Subscription Receipt Agent and any person related to the Subscription Receipt 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.

9.10 Anti-money Laundering

(a) the Corporation hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt 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 Subscription Receipt Agent's prescribed form as to the particulars of such third party.
(b) The Subscription Receipt 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 Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation or economic sanctions, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation or economic sanctions, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Corporation, provided that (i) the Subscription Receipt Agent's written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Subscription Receipt Agent's satisfaction within such 10 day period, then such resignation shall not be effective.

9.11 Privacy

The Corporation acknowledges that the Subscription Receipt 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 Agreement and other services that may be requested from time to time;

(b) to help the Subscription Receipt Agent manage its service relationships with such individuals;
(c) to meet the Subscription Receipt Agent's legal and regulatory requirements; and
(d) if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual's identity for security purposes.

the Corporation acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions thereto. Some of the personal information may be transferred to service providers outside of Canada for data processing and/or storage. Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned terms, uses and disclosures.

9.12 Force Majeure

None of the parties shall be liable to any other, or held in breach of this Agreement, 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, economic sanctions, 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 Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 9.12.

ARTICLE 10 GENERAL

10.1 Notice to the Corporation and the Subscription Receipt Agent

(a) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Subscription Receipt Agent shall be deemed to be validly given if delivered by hand, courier or if transmitted by facsimile or other electronic means:
- (i) if to the Corporation:

755 Burrard Street, Suite 428, Vancouver, British Columbia, V6Z 1X6

Attention: Braam Jonker Email: [email protected] With copies (which shall not constitute notice) to:

Goodmans LLP

Address:	333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7
Attention:	Michael Partridge
E-mail:	[email protected]

(ii) if to the Subscription Receipt Agent:

Computershare Trust Company of Canada 510 Burrard Street, 3rd Floor Vancouver, British Columbia V6C 3B9

Attention: General Manager, Corporate Trust E-mail: [email protected]

(iii) if to the Agent:

Odeon Capital Group LLC 750 Lexington Avenue 27th Floor New York, NY 10022

Attention: Matthew Bonner E-mail: [email protected]

and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or, if faxed or otherwise transmitted by electronic means, on the day of transmission or, if received after the close of business of the receiving party or if such day is not a Business Day, on the first Business Day following the day of transmission.

(b) The Corporation or the Subscription Receipt Agent, as the case may be, may from time to time notify the other parties in the manner provided in Subsection 10.1(a) 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 Subscription Receipt Agent, as the case may be, for all purposes of this Agreement.

10.2 Notice to the Holders

(a) Any notice to the Holders under the provisions of this Agreement shall be valid and effective if delivered or sent by letter or circular through the ordinary post addressed to such Holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively given on the date of delivery or, if mailed, five Business Days following actual posting of the notice. Accidental error or omission in giving notice or accidental failure to mail notice to any Holder will not invalidate any action or proceeding founded thereon.

(b) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Holders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Holders or if delivered to the address for such Holders contained in the register of Subscription Receipts maintained by the Subscription Receipt Agent.
(c) All notices to joint Holders of Subscription Receipts may be given to whichever one of the Holders is named first in the appropriate register hereinbefore mentioned, and any notice so given shall be sufficient notice to all such joint Holders of the Subscription Receipts.

10.3 Evidence of Ownership

The Corporation and the Subscription Receipt Agent may deem and treat the Holder of any Subscription Receipts as the absolute owner thereof for all purposes, and the Corporation and the Subscription Receipt Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Holder shall be entitled to the rights evidenced by its Subscription Receipts free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate Holder of the Subscription Receipts and all Persons may act accordingly. The receipt by any such Holder of the Underlying Securities which may be acquired pursuant to the automatic conversion of Subscription Receipts shall be a good discharge to the Corporation and the Subscription Receipt Agent for the same and none of the Corporation or the Subscription Receipt Agent shall be bound to inquire into the title of any such Holder except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction.

10.4 Satisfaction and Discharge of Agreement

Upon the earliest of:

(a) the issuance of one or more certificates representing Underlying Securities to the Holders and the payment of monies, if any, required to be paid to the Corporation or the Holders pursuant to Section 3.2; or
(b) the payment of all monies required where a Termination Event occurs as provided in Section 3.5,

this Agreement shall cease to be of further effect and the Subscription Receipt Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Subscription Receipt Agent of a Certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided to the Subscription Receipt Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Agreement.

10.5 Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and the Holders

Nothing in this Agreement or in the Subscription Receipt Certificates, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Holders as the case may be, any legal or equitable right, remedy or claim under this Agreement, 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 Holders.

10.6 Subscription Receipts Owned by the Corporation – Certificate to be Provided

For the purpose of disregarding any Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation in Section 7.16, the Corporation shall provide to the Subscription Receipt Agent, from time to time, a Certificate of the Corporation setting forth as at the date of such certificate the number of Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation, and the Subscription Receipt Agent, in making the computations in Section 7.16, shall be entitled to rely on such certificate without requiring further evidence thereof. For greater certainty, the Corporation shall not be required to provide a nil certificate.

10.7 Applicable Law

This Agreement and the Subscription Receipt Certificates shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts.

10.8 Invalidity, Etc.

Each of the provisions in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any of the other provisions hereof.

10.9 Successors and Assigns

All covenants and agreements in the Agreement by the Corporation shall bind its successors and assigns, whether expressed or not.

10.10 Time of Essence

Time is and shall remain of the essence of this Agreement.

10.11 Counterparts

This Agreement may be executed and delivered in counterparts by facsimile or other electronic form, each of which when so executed and delivered 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.

10.12 English Language

Each of the parties hereto hereby acknowledges that it has consented to and requested that this Agreement and all documents relating thereto, including the form of Subscription Receipt Certificate attached hereto as Schedule "A", be drawn up in the English language only. Les parties aux présentes reconnaissent avoir accepté et exigé que le présent contrat et tous les documents s'y rapportant y compris, sans restreindre la portée générale de ce qui précède, le formulaire de certificat de reçu de souscription joint aux présentes à titre d'annexe A, soient rédigés en langue anglaise seulement.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF the parties have executed this Agreement.

COTEC HOLDINGS CORP.

Per: "Braam Jonker" Name: Braam Jonker Title: Director

ODEON CAPITAL GROUP LLC

Per: "Andrew Feldschreiber" Name: Andrew Feldschreiber Title: Managing Director

COMPUTERSHARE TRUST COMPANY OF CANADA

Per: "Justin Livingstone" Authorized Signing Officer Name: Justin Livingstone Title: Corporate Trust Officer
Per: "Tom Liu" Authorized Signing Officer Name: Tom Liu Title: Corporate Trust Officer

SCHEDULE "A" FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [], 2022."

[Certificates required to bear the legend set forth in Section 2.3(d) of the Subscription Receipt Agreement shall bear the following additional legends:]

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D) OR (E), THE COMPANY WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

Certificate Number:

Number of Subscription Receipts

CoTec Holdings Corp. (a Corporation existing under the federal laws of Canada)

THIS IS TO CERTIFY THAT for value received, _____________________________________
(the "Holder") is the registered holder of ___________________________Subscription Receipts
represented hereby.

The Subscription Receipts represented by this certificate (the "Subscription Receipt Certificate") are issued pursuant to a Subscription Receipt Agreement (the "Subscription Receipt Agreement") dated the 7th day of February, 2022 between CoTec Holdings Corp. (the "Corporation"), Odeon Capital Group LLC and Computershare Trust Company of Canada (the "Subscription Receipt Agent"). Capitalized terms used in the Subscription Receipt Agreement have the same meaning herein as therein, unless otherwise defined.

The Subscription Receipts are non-transferrable.

The sale of the Subscription Receipts is being completed in connection with the Transaction.

Upon satisfaction of the Escrow Release Conditions at or before the Escrow Release Deadline, the Subscription Receipts represented by this Subscription Receipt Certificate will entitle the Holder to receive, without payment of additional consideration or further action, one fully paid and nonassessable Underlying Share and one Warrant of the Corporation (the "Underlying Securities") on the Closing Date and the Holder will be a holder of the Underlying Securities issuable pursuant to such Subscription Receipts without the taking of any further action by the holder or payment of additional consideration.

On and after the date of issuance of the Underlying Securities pursuant to the Subscription Receipts represented by this Subscription Receipt Certificate, the Holder will have no rights hereunder except to the Underlying Securities issued to such Holder.

No Underlying Shares or Warrants will be issued pursuant to the conversion of any Subscription Receipt if the issue of such security would constitute a violation of the securities laws of any applicable jurisdiction.

Pursuant to the Subscription Receipt Agreement, the Release Date is the date, or the Business Day following such date, on which the Subscription Receipt Agent receives the Escrow Release Notice in the form required under the Subscription Receipt Agreement, which notice will inform the Subscription Receipt Agent of the satisfaction or waiver of the Escrow Release Conditions and will instruct the Subscription Receipt Agent to pay the Escrowed Funds in accordance with the Subscription Receipt Agreement.

In the event that (i) a Termination Notice is delivered to the Subscription Receipt Agent, or (ii) the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, the Subscription Receipts represented by this Subscription Receipt Certificate shall, without any action on the part of the Holder (including the surrender of this Subscription Receipt Certificate), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Payment Time. In such event, the Holder shall thereafter have no rights hereunder except to receive the amount equal to the aggregate Proceeds for the Subscription Receipts represented by this Subscription Receipt Certificate (together with a pro rata share of Earned Interest thereon (less any withholding tax required to be withheld in respect thereof)) in accordance with the Subscription Receipt Agreement.

The holder of this Subscription Receipt is cautioned that in the event that the Subscription Receipt Certificates are deemed to be cancelled, a cheque will be mailed or delivered to the latest address of record of the registered holder.

Reference is hereby made to the Subscription Receipt Agreement and any and all other instruments supplemental or ancillary thereto for a full description of the rights of the Holders and the terms and conditions upon which such Subscription Receipts are, or are to be, issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement and all instruments supplemental or ancillary thereto were herein set forth, and to all of which provisions the Holder of these Subscription Receipts by acceptance hereof assents. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Agreement and this Subscription Receipt Certificate, the terms of the Subscription Receipt Agreement shall prevail to the extent of the inconsistency.

This Subscription Receipt Certificate shall not be valid for any purpose whatever unless and until it has been countersigned by or on behalf of the Subscription Receipt Agent. After the conversion of the Subscription Receipts pursuant to the Subscription Receipt Agreement, this Subscription Receipt Certificate and all rights hereunder other than the right to receive the Underlying Securities will be void and of no value.

The holding of the Subscription Receipts evidenced by this Subscription Receipt Certificate shall not constitute the Holder hereof a shareholder of the Corporation or entitle such Holder to any right or interest in respect thereof except as expressly provided herein and in the Subscription Receipt Agreement.

Time shall be of the essence hereof. This Subscription Receipt Certificate is governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.

IN WITNESS WHEREOF CoTec Holdings Corp. has caused this Subscription Receipt Certificate to be signed by its duly authorized representative as of the day of , 2022.

COMPUTERSHARE TRUST COMPANY OF CANADA, as Subscription Receipt Agent

COTEC HOLDINGS CORP.

By: By:

Name: Name: Braam Jonker Title: Title: Director

SCHEDULE "B" FORM OF ESCROW RELEASE NOTICE

TO: COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as the subscription receipt agent (the "Subscription Receipt Agent") for subscription receipts of CoTec Holdings Corp. (the "Corporation")

Reference is made to the Subscription Receipt Agreement dated the day of _______________, 2022 among the Corporation, Odeon Capital Group LLC and the Subscription Receipt Agent (the "Subscription Receipt Agreement"). Capitalized terms used herein without definition having the meanings specified in the Subscription Receipt Agreement.

In accordance with Section 3.1 of the Subscription Receipt Agreement, this notice is provided to advise you that each of the Escrow Release Conditions have been satisfied in full or waived in accordance with the Subscription Receipt Agreement.

In accordance with Section 3.2 of the Subscription Receipt Agreement, you are hereby irrevocably directed in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:

a) as to $_________________ to Computershare Trust Company of Canada, equal to its reasonable fees for services rendered and disbursements;
b) as to $_________________ to Odeon Capital Group LLC representing Agent's Expenses incurred after the Closing Date and 50% of the Agent's Commission;
c) as to $_________________ to certain brokers set out in Schedule "A" representing 50% of the Finder's Fee; and
d) as to the balance to or at the direction of the Corporation.

Payment is to be made forthwith and by wire transfer in accordance with Schedule "A" or as otherwise directed in writing by the Corporation.

The Subscription Receipt Agent is hereby irrevocably directed and authorized by the Corporation to cause the issuance and delivery, on behalf of the Corporation, the Underlying Shares forming the Underlying Securities to the Persons to whom such Underlying Shares are to be issued pursuant to the Subscription Receipt Agreement effective as at [], noted above, all as provided in Section 3.3 of the Subscription Receipt Agreement. The Corporation hereby confirms that the issuance of the Underlying Shares forming the Underlying Securities has been duly authorized by all necessary corporate action and upon their issuance and delivery the Underlying Shares forming the Underlying Securities will be issued as fully paid and non-assessable securities of the Corporation.

The Corporation hereby further confirms that the issuance of the Warrants forming the Underlying Securities has been duly issued and delivered to the Persons to whom such Underlying Securities will be issued as fully paid and non-assessable securities of the Corporation.

The foregoing direction is irrevocable and shall constitute your good and sufficient authority for causing such issuance and making such payments as directed above.

THIS ESCROW RELEASE NOTICE IS DATED the _ day of _____________, 2022.

COTEC HOLDINGS CORP.

Per:

Name: Braam Jonker Title: Director

ODEON CAPITAL GROUP LLC

Per:

Name: Title:

SCHEDULE "A"

AGENT'S EXPENSES AND AGENT'S COMMISSION WIRE TRANSFER INSTRUCTIONS

[To be provided]

FINDER'S FEE PAYMENTS AND WIRE TRANSFER INSTRUCTIONS

Name of Broker	Amount Payable	Wire Instructions
	$	

CORPORATION'S WIRE TRANSFER INSTRUCTIONS

[To be provided]

AI assistant

CoTec Holdings Corp. — Capital/Financing Update 2022

44864_rns_2022-02-22_013bc103-bb57-4be2-b522-dcea1824d010.pdf

COTEC HOLDINGS CORP.

AND

ODEON CAPITAL GROUP LLC

AND

COMPUTERSHARE TRUST COMPANY OF CANADA

SUBSCRIPTION RECEIPT AGREEMENT

TABLE OF CONTENTS

SCHEDULE "A" FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

SCHEDULE "B" FORM OF ESCROW RELEASE NOTICE

SUBSCRIPTION RECEIPT AGREEMENT

THIS SUBSCRIPTION RECEIPT AGREEMENT dated the 7th day of February, 2022.

BETWEEN:

(the "Subscription Receipt Agent")

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation

1.3 Headings, Etc.

1.4 Day not a Business Day

1.5 Monetary References

1.6 Conflict

1.7 Meaning of "outstanding" for Certain Purposes

ARTICLE 2 ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS

2.1 Issue of Subscription Receipts

2.2 Payment Acknowledgement

2.3 Terms and Issue of Subscription Receipts

2.4 Fractional Subscription Receipts

2.5 Register for Subscription Receipts

2.6 Registers Open for Inspection

2.7 Holder not a Shareholder

2.8 Subscription Receipts to Rank Pari Passu

2.9 Signing of Subscription Receipt Certificates

2.10 Certification by Subscription Receipt Agent

2.11 Authentication not Representation

2.12 Issue in Substitution for Subscription Receipt Certificates Lost, etc.

2.13 Exchange of Subscription Receipt Certificates

2.14 No Transfer

2.15 Amounts to be Held in Escrow

2.16 Cancellation of Surrendered Subscription Receipt Certificates

ARTICLE 3 ISSUANCE OF UNDERLYING SHARES AND WARRANTS OR REFUND OF SUBSCRIPTION PRICE

3.1 Escrow Release Notice

3.2 Release of the Escrowed Funds

3.3 Issue of Underlying Shares and Warrants and Payment Thereon

3.5 Payment on Termination

3.6 Calculations

ARTICLE 4 INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST

4.1 Deposit of Escrowed Funds in Escrow

4.2 Investment of the Escrowed Funds

Approved Banks

4.3 Segregation of the Escrowed Funds

ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS

5.1 Optional Purchases by the Corporation

5.2 General Covenants

5.3 Subscription Receipt Agent's Remuneration, Expenses and Indemnification

5.4 Performance of Covenants by the Subscription Receipt Agent

5.5 Accounting

5.6 Payments by the Subscription Receipt Agent

5.7 Regulatory Matters

ARTICLE 6 ENFORCEMENT

6.1 Suits by the Holders

6.2 Immunity of Shareholders, etc.

6.3 Limitation of Liability

ARTICLE 7 MEETINGS OF THE HOLDERS

7.1 Right to Convene Meetings

7.2 Notice

7.3 Chairperson

7.4 Quorum

7.5 Power to Adjourn

7.6 Show of Hands

7.7 Poll and Voting

7.8 Regulations

7.9 The Corporation and Subscription Receipt Agent may be Represented

7.10 Powers Exercisable by Special Resolution

7.11 Meaning of Special Resolution

7.12 Powers Cumulative

7.13 Minutes

7.14 Instruments in Writing

7.15 Binding Effect of Resolutions

CoTec Holdings Corp. Capital/Financing Update 2022

THIS ESCROW RELEASE NOTICE IS DATED the _ day of _____________, 2022.