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LI-FT POWER LTD.

and -

ODYSSEY TRUST COMPANY

and -

CANACCORD GENUITY CORP.

SUBSCRIPTION RECEIPT INDENTURE

Providing for the Issue of Subscription Receipts

Dated as of January 29, 2026

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Page
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	ARTICLE 1 INTERPRETATION2
1.1	Definitions 2
1.2	Interpretation8
1.3	Applicable Law9
1.4	Meaning of "outstanding" for Certain Purposes9
	ARTICLE 2 SUBSCRIPTION RECEIPTS 9
2.1	Creation and Issue of Subscription Receipts and Escrowed Funds 9
2.2	Terms of Subscription Receipts11
2.3	Form of Subscription Receipts11
2.4	Uncertificated Subscription Receipts12
2.5	Signing of Certificates14
2.6	Authentication by Subscription Receipt Agent15
2.7	Subscription Receipts to Rank Pari Passu 16
2.8	Issue in Substitution for Lost Certificates, Etc. 16
2.9	Holder not a Shareholder16
	ARTICLE 3 REGISTRATION, TRANSFERABILITY AND OWNERSHIP OF
	SUBSCRIPTION RECEIPTS AND EXCHANGE OF CERTIFICATES	17
3.1	Registration of Subscription Receipts17
3.2	Exchange of Certificates17
3.3	No Charges for Exchange 18
3.4	Ownership of Subscription Receipts18
	ARTICLE 4 CONVERSION OF HD SUBSCRIPTION RECEIPTS AND SUBSCRIPTION OF FT SHARES AND CANCELLATION OF FT SUBSCRIPTION
4.1	RECEIPTS 19 Conversion of HD Subscription Receipts and Subscription of FT Shares and
	Cancellation of FT Subscription Receipts 19
4.2	Effect of Conversion or Subscription and Cancellation20
4.3	Fractions20
4.4	Recording20
4.5	Securities Restrictions20

	ARTICLE 5 COVENANTS 22
5.1	General Covenants of the Corporation 22
5.2	Remuneration and Expenses of Subscription Receipt Agent23
5.3	Notice of Issue 23
5.4	Securities Qualification Requirements 24
5.5	Performance of Covenants by Subscription Receipt Agent24
5.6	Enforceability of Subscription Receipts 24
	ARTICLE 6 DEPOSIT OF PROCEEDS AND CANCELLATION OF SECURITIES24
6.1	Deposit of Escrowed Proceeds in Escrow24
6.2	Investment of Escrowed Funds25
6.3	Release of Escrowed Funds26
6.4	Escrowed Funds Held 27

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6.5	Representation Regarding Third Party Interests	27
ARTICLE 7	ADJUSTMENTS	28
7.1	Adjustment of Number of Underlying Shares and FT Shares
7.2	No Adjustment for Stock Options etc.
7.3	Determination by Corporation's Auditors
7.4	Proceedings Prior to Any Action Requiring Adjustment
7.5	Action Requiring Adjustment
7.6	Certificate of Adjustment
7.7	Notice of Special Matters
7.8	Protection of Subscription Receipt Agent
ARTICLE 8	ENFORCEMENT	34
8.1	Suits by Holders	34
8.2	Limitation of Liability
ARTICLE 9	MEETINGS OF HOLDERS	35
9.1	Right to Convene Meetings
9.2	Notice	35
9.3	Chair	35
9.4	Quorum	35
9.5	Power to Adjourn	36
9.6	Show of Hands	36
9.7	Poll	36
9.8	Voting	36
9.9	Regulations	36
9.10	Corporation, Subscription Receipt Agent and Underwriters may be Represented	37
9.11	Powers Exercisable by Extraordinary Resolution
9.12	Meaning of "Extraordinary Resolution"
9.13	Powers Cumulative
9.14	Minutes	39
9.15	Instruments in Writing	39
9.16	Binding Effect of Resolutions
9.17	Evidence of Holders
9.18	Holdings by the Corporation and Subsidiaries Disregarded
ARTICLE 10	SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES	40
10.1	Provision for Supplemental Agreements for Certain Purposes	40
10.2	Successor Entities
ARTICLE 11	CONCERNING SUBSCRIPTION RECEIPT AGENT	41
11.1	Applicable Legislation	41
11.2	Rights and Duties of Subscription Receipt Agent	42
11.3	Evidence, Experts and Advisers	42
11.4	Documents, Money, Etc. held by Subscription Receipt Agent	44
11.5	Action by Subscription Receipt Agent to Protect Interests	44
11.6	Subscription Receipt Agent Not Required to Give Security
11.7	Protection of Subscription Receipt Agent
11.8	Replacement of Subscription Receipt Agent
11.9	Acceptance of Duties and Obligations
11.10

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(continued)

		Page
11.11	Subscription Receipt Agent Not Required to Give Notice of Default49
11.12	Anti-Money Laundering 49
	ARTICLE 12 GENERAL49
12.1	Notice to the Corporation, Subscription Receipt Agent and the Lead Underwriter	49
12.2	Notice to Holders51
12.3	Satisfaction and Discharge of Indenture 51
12.4	Sole Benefit of Parties and Holders52
12.5	Discretion of Directors52
12.6	Force Majeure 52
12.7	Privacy Consent 52
12.8	Counterparts and Formal Date53
12.9	Electronic Copies53
SCHEDULE	"A" FORM OF HD SUBSCRIPTION RECEIPT CERTIFICATE A-1
SCHEDULE	"B" FORM OF FT SUBSCRIPTION RECEIPT CERTIFICATE B-1
SCHEDULE	"C" CONDITIONS PRECEDENT CERTIFICATEC-1
SCHEDULE	"D" ESCROW RELEASE NOTICE D-1

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SUBSCRIPTION RECEIPT INDENTURE

THIS SUBSCRIPTION RECEIPT INDENTURE (this "Indenture") is dated as of the 29th day of January, 2026,

A M O N G :

LI-FT POWER LTD., a corporation existing under the laws of British Columbia (the "Corporation")

and -

ODYSSEY TRUST COMPANY, a trust company existing under the laws of Canada (the "Subscription Receipt Agent")

and -

CANACCORD GENUITY CORP. (the "Lead Underwriter"), on its own behalf and on behalf of the Underwriters (as defined herein) pursuant to the Underwriting Agreement (as defined herein)

WHEREAS the Corporation proposes to create and issue: (i) 2,209,300 HD Subscription Receipts (as defined herein) at a price of \$4.30 per HD Subscription Receipt; and (ii) 3,876,000 FT Subscription Receipts (as defined herein) at a price of \$6.88 per FT Subscription Receipt, each representing the right to acquire one Common Share (as defined herein), subject to certain adjustments, in the manner set forth herein;

AND WHEREAS the Corporation has agreed that:

A. pending the satisfaction of the Escrow Release Conditions (as defined herein), the Escrowed Proceeds (as defined herein) are to be delivered to and held by the Subscription Receipt Agent as the subscription receipt and escrow agent hereunder, unless otherwise directed, and invested in the manner set out herein;
B. if the Escrow Release Conditions are satisfied or waived prior to the Termination Time (as defined herein), (i) each HD Subscription Receipt will entitle the holder thereof to receive, without any further action or payment of any additional consideration on the part of such holder, and subject to adjustments in certain circumstances as set out herein, one Common Share (an "Underlying Share"), and (ii) each FT Subscription Receipt will entitle the holder thereof to subscribe for and receive, without payment of any additional consideration on the part of such holder, and subject to adjustments in certain circumstances as set out herein, one "flow-through" Common Share (a "FT Share") pursuant to the FT Subscription and Renunciation Agreements (as defined herein);
C. if a Termination Event (as defined herein) occurs, the Subscription Receiptholders (as defined herein) will be entitled to receive the aggregate HD Purchase Price (as defined herein) or aggregate FT Subscription Price (as defined herein), as applicable, for their HD Subscription Receipts and FT Subscription Receipts, respectively, plus their Pro Rata Interest (as defined herein) earned on the Escrowed Proceeds from the Closing Date (as defined herein) to (but excluding) the Termination Date (less any withholding tax required to be withheld in respect thereof), and the HD Subscription

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Receipts and FT Subscription Receipts shall be cancelled without any further action on the part of the holders thereof;

AND WHEREAS the Subscription Receipt Agent has agreed to act as subscription receipt agent, registrar and transfer agent for the Subscription Receipts (as defined herein), and as escrow agent to receive and hold the Escrowed Proceeds, in accordance with the terms and conditions set out herein;

AND WHEREAS all things necessary have been done and performed to make the Certificates (as defined herein) and Uncertificated Subscription Receipts (as defined herein), when Authenticated (as defined herein) by the Subscription Receipt Agent and issued and delivered as herein provided, legal, valid and binding obligations of the Corporation with the benefits of and subject to the terms of this Indenture;

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

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

NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given, the receipt and sufficiency of which are hereby acknowledged by each of the Corporation, the Subscription Receipt Agent and the Lead Underwriter, the Corporation hereby appoints the Subscription Receipt Agent as agent for the Subscription Receiptholders, to hold all rights, interests and benefits contained herein for and on behalf of those persons who from time to time become holders of Subscription Receipts issued pursuant to this Indenture, and the Corporation, the Subscription Receipt Agent and the Lead Underwriter hereby covenant, agree and declare as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Indenture and in the Certificates, unless there is something in the subject matter or context inconsistent therewith:

(a) "Acquisition" means the acquisition by the Corporation of all of the issued and outstanding shares of Winsome Resources Limited pursuant to an Australian scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth), subject to the satisfaction of various conditions set out in the Definitive Agreement;
(b) "Applicable Legislation" means such provisions of any statute of Canada or of a province or territory 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 Indenture;
(c) "Applicable Procedures" means (a) with respect to any transfer or exchange of beneficial ownership interests in, or the conversion or cancellation of Subscription Receipts represented by, a CDS Subscription Receipt, the applicable rules, procedures or practices of the Depository and the Subscription Receipt Agent in effect at the time being, and (b) with respect to any issuance, deposit or withdrawal of Subscription Receipts from or to an

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electronic position evidencing a beneficial ownership interest in Subscription Receipts represented by a CDS Subscription Receipt, the rules, procedures or practices followed by the Depository and the Subscription Receipt Agent at the time being with respect to the issuance, deposit or withdrawal of such positions;

(d) "Approved Bank" has the meaning ascribed thereto in Section 6.2(a);
(e) "Authenticated" means (a) with respect to the issuance of a Certificate, one which has been duly signed by the Corporation or on which the manual or electronic signatures of the Corporation have been printed, lithographed or otherwise electronically or mechanically reproduced and countersigned by the Subscription Receipt Agent, and (b) with respect to the issuance of an Uncertificated Subscription Receipt, one in respect of which the Subscription Receipt Agent has completed all Internal Procedures such that the particulars of such Uncertificated Subscription Receipt as required by Section 2.6(a) are entered in the register of holders of Subscription Receipts; "Authenticate", "Authenticating" and "Authentication" have the appropriate correlative meanings;
(f) "Book Entry Participants" means institutions that participate directly or indirectly in the Depository's book entry registration system for the Subscription Receipts;
(g) "Business Day" means a day, other than a Saturday, Sunday or statutory holiday, on which Canadian chartered banks are open for the transaction of regular business in the City of Toronto, Ontario;
(h) "Certificates" means, collectively, the HD Subscription Receipt Certificates and the FT Subscription Receipt Certificates;
(i) "CDS Subscription Receipts" means Subscription Receipts representing all or a portion of the aggregate number of Subscription Receipts, as applicable, issued in the name of the Depository represented by an Uncertificated Subscription Receipt, or, if requested by the Depository or the Corporation, by a Certificate;
(j) "Closing Date" means January 29, 2026 or such other date as the Corporation and the Lead Underwriter, on behalf of the Underwriters, may mutually agree upon in writing;
(k) "Common Shares" means the common shares in the capital of the Corporation;
(l) "Conditions Precedent Certificate" means the certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officers as may be acceptable to the Lead Underwriter), substantially in the form set out in Schedule "C" attached hereto, certifying to the Underwriters that the Escrow Release Conditions set out in Section 1.1(t)(i) and Section 1.1(t)(ii) have been satisfied;
(m) "Counsel" or "counsel" means a barrister or solicitor or a firm of barristers and solicitors who may be counsel for the Corporation, acceptable to the Subscription Receipt Agent;
(n) "Current Market Price" of the Common Shares at any date means the volume weighted average of the trading price per Common Share for such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior to such date on the TSXV or if on such date the Common Shares are not listed on the TSXV, on such stock exchange upon which such Common Shares are listed and as selected

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by the Directors, or, if such Common Shares are not listed on any stock exchange then on such over-the-counter market on which the Common Shares are trading, as may be selected for such purpose by the Directors, acting reasonably;

(o) "Definitive Agreement" means the scheme implementation deed dated December 15, 2025 between the Corporation and Winsome Resources Limited;
(p) "Depository" means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Subscription Receipts;
(q) "Director" means a director of the Corporation for the time being, and reference without more to action by the directors means action by the directors of the Corporation as a board or, to the extent empowered, by a committee of the board, in each case by resolution duly passed;
(r) "DRS" means, in respect of Subscription Receipts, or the Underlying Shares or FT Shares underlying the Subscription Receipts, the direct registration system maintained by the Subscription Receipt Agent or the transfer agent for the Underlying Shares or FT Shares, as applicable;
(s) "DRS Advice" means the notification produced by the DRS evidencing ownership of the Subscription Receipts or the Underlying Shares or FT Shares underlying the Subscription Receipts;
(t) "Escrow Release Conditions" means, collectively:
(i) the receipt of all required board, shareholder and regulatory approvals in connection with the Acquisition as explicitly set out in the Definitive Agreement;
(ii) the completion, satisfaction or irrevocable waiver (to the extent capable of waiver) of all conditions precedent to the Acquisition, substantially in accordance with the terms of the Definitive Agreement; and
(iii) the Corporation and the Lead Underwriter (on its own behalf and on behalf of the Underwriters) having delivered the Escrow Release Notice.

As a condition precedent to the execution by the Lead Underwriter of the Escrow Release Notice referred to in (iii) above, the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers as may be acceptable to the Lead Underwriter) shall deliver the Conditions Precedent Certificate to the Underwriters.

(u) "Escrow Release Date" means the date on which the Escrow Release Notice is received by the Subscription Receipt Agent in accordance with the terms of this Indenture, provided that if such notice is not received on a Business Day or is received after 5:00 p.m. (Toronto time) on a Business Day then the Escrow Release Date shall be the next Business Day following the date of such receipt;
(v) "Escrow Release Deadline" means 5:00 p.m. (Toronto time) on June 30, 2026, or on such later date as the Corporation and the Lead Underwriter, on behalf of the Underwriters, may mutually agree upon in writing;

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(w) "Escrow Release Notice" means a written notice in substantially the form set out in Schedule "D" attached hereto executed by the Corporation and acknowledged by the Lead Underwriter, confirming that the Escrow Release Conditions have been satisfied or waived (to the extent such waiver is permitted);
(x) "Escrow Release Time" means the time on the Escrow Release Date that the Subscription Receipt Agent receives the Escrow Release Notice from the Corporation, provided that if such notice is not received on a Business Day or is received after 5:00 p.m. (Toronto time) on a Business Day then the Escrow Release Time shall be deemed to be 10:00 a.m. (Toronto time) on the next Business Day following the date of such receipt;
(y) "Escrowed Funds" has the meaning ascribed thereto in section 2.1(f);
(z) "Escrowed Proceeds" has the meaning ascribed thereto in section 2.1(f);
(aa) "Exchange Act" means the United States Securities Exchange Act of 1934, as amended;
(bb) "Extraordinary Resolution" has the meaning attributed thereto in Section 9.12 and Section 9.15 hereof;
(cc) "FT Subscription Price" means \$6.88 per FT Subscription Receipt;
(dd) "FT Shares" has the meaning given thereto in the recitals to this Indenture;
(ee) "FT Subscription and Renunciation Agreements" means the subscription and renunciation agreements for the FT Shares, in the form attached as Schedule "E" to the FT Subscription Receipt Subscription Agreements, executed and delivered by the FT Subscription Receiptholders to the Corporation on the Escrow Release Date;
(ff) "FT Subscription Receipt Certificate" means a certificate representing one or more FT Subscription Receipts substantially in the form of the certificate attached hereto as Schedule "B";
(gg) "FT Subscription Receiptholders" means the Holders of FT Subscription Receipts;
(hh) "FT Subscription Receipt Subscription Agreements" means the subscription agreements for the FT Subscription Receipts, entered into between the FT Subscription Receiptholders and the Corporation on the Closing Date;
(ii) "FT Subscription Receipts" means the "flow-through" subscription receipts of the Corporation created and issued pursuant to Section 2.1(b) and authorized for issue hereunder as FT Subscription Receipt Certificates and/or Uncertificated Subscription Receipts, each of which will, upon satisfaction of the Escrow Release Conditions prior to the Escrow Release Deadline, entitle the Holder thereof to subscribe for one FT Share pursuant to the FT Subscription and Renunciation Agreement, and that have not at the particular time expired, been purchased by the Corporation, converted or otherwise become null, void and of no further force or effect;
(jj) "HD Purchase Price" means \$4.30 per HD Subscription Receipt;

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(kk) "HD Subscription Receipt Certificate" means a certificate representing one or more HD Subscription Receipts substantially in the form of the certificate attached hereto as Schedule "A";
(ll) "HD Subscription Receipts" means the subscription receipts of the Corporation created and issued pursuant to Section 2.1(a) and authorized for issue hereunder as HD Subscription Receipt Certificates and/or Uncertificated Subscription Receipts, each of which will, upon satisfaction of the Escrow Release Conditions prior to the Escrow Release Deadline, automatically convert into one Common Share, and that have not at the particular time expired, been purchased by the Corporation, converted or otherwise become null, void and of no further force or effect;
(mm) "Holders" or "Subscription Receiptholders" meansthe persons from time to time entered in a register of holders described in Section 3.1 as holders of the Subscription Receipts;
(nn) "Holders' Request" means an instrument, signed in one or more counterparts by Holders who hold in the aggregate not less than 25% of the total number of Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;
(oo) "Indenture" has the meaning ascribed thereto on page 1;
(pp) "Initial Underwriter Payment" has the meaning ascribed thereto in Section 2.1(f);
(qq) "Interest" has the meaning ascribed thereto in Section 2.1(f);
(rr) "Internal Procedures" means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including, without limitation, original issuances) the minimum number of the Subscription Receipt Agent's internal procedures customary at such time for the entry, change or deletion made to be completed under the operating procedures followed at the time by the Subscription Receipt Agent;
(ss) "Offering" means the sale or issuance, pursuant to the Underwriting Agreement and certain subscription agreements, of (i) 2,209,300 HD Subscription Receipts at a price of \$4.30 per HD Subscription Receipt for aggregate gross proceeds of \$9,499,990 and (ii) 3,876,000 FT Subscription Receipts at a price of \$6.88 per FT Subscription Receipt for aggregate gross proceeds of \$26,666,880;
(tt) "person" includes an individual, corporation, partnership, trust, unincorporated organization or any other entity whatsoever, and words importing persons have a similar extended meaning;
(uu) "Pro Rata Interest" means with respect to each Holder, the pro rata portion of Interest attributable to such Holder, less the pro rata portion of an amount representing the expenses reasonably expected to be incurred by the Corporation (as determined by the Corporation) in processing the T5 Forms (and their provincial equivalent) related thereto to be delivered to the Holder;
(vv) "Regulation S" means Regulation S under the U.S. Securities Act;

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(ww) "SEC" means the United States Securities and Exchange Commission;
(xx) "Shortfall" has the meaning ascribed thereto in Section 2.1(g);
(yy) "Subscription Receipt Agent" means Odyssey Trust Company, including its successors and assigns;
(zz) "Subscription Receiptholders" or "Holders" means the persons from time to time entered in a register of holders described in Section 3.1 as holders of the Subscription Receipts;
(aaa) "Subscription Receipts" means, collectively, the HD Subscription Receipts and the FT Subscription Receipts, and "Subscription Receipt" means either one, as the context requires;
(bbb) "Subsidiary of the Corporation" means any corporation of which Voting Shares carrying more than 50% of the votes attached to all outstanding Voting Shares of such corporation are owned, directly or indirectly, other than by way of security only, by one or more of the Corporation and any Subsidiary of the Corporation, provided that the Corporation or such Subsidiary of the Corporation is not contractually or otherwise prohibited or restricted from exercising sufficient of the voting rights attached to such Voting Shares to elect at least a majority of the directors of such corporation;
(ccc) "Termination Date" means the date on which a Termination Event occurs;
(ddd) "Termination Event" means the earlier of:
(i) the Escrow Release Conditions not having been satisfied prior to the Escrow Release Deadline;
(ii) the date on which the Acquisition is terminated; and
(iii) the date on which the Corporation advises the Lead Underwriter, or announces to the public that it does not intend to satisfy the Escrow Release Conditions;
(eee) "Termination Notice" means a written notice from the Corporation addressed to the Subscription Receipt Agent and the Lead Underwriter indicating that a Termination Event has occurred and directing the Subscription Receipt Agent to return all Escrowed Funds to the Holders;
(fff) "Termination Time" means 5:00 p.m. (Toronto time) on the Termination Date;
(ggg) "Trading Day" means a day on which a stock exchange on which the Common Shares are listed and which forms the primary trading market for such shares is open for trading, and if the Common Shares are not listed on a stock exchange, a day on which an over-thecounter market where such shares are traded is open for business;
(hhh) "TSXV" means the TSX Venture Exchange;
(iii) "U.S. Person" means a "U.S. person", as defined in Rule 902(k) of Regulation S under the U.S. Securities Act;
(jjj) "U.S. Securities Act" means the United States Securities Act of 1933, as amended;

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(kkk) "U.S. Subscription Receiptholder" means a Subscription Receiptholder entered in a register of holders described in Section 3.1 that is, or acting for the account or benefit of, a U.S. Person;
(lll) "Uncertificated Subscription Receipt" means any Subscription Receipt which is not represented by a Certificate;
(mmm) "Underlying Share" has the meaning ascribed to that term in the recitals hereof;
(nnn) "Underwriters" means, collectively, Canaccord Genuity Corp., Cormark Securities Inc. and SCP Resource Finance LP;
(ooo) "Underwriters' Expenses" has the meaning ascribed to that term in the Underwriting Agreement;
(ppp) "Underwriters' Fee" has the meaning ascribed to that term in the Underwriting Agreement;
(qqq) "Underwriting Agreement" means the underwriting agreement dated the Closing Date among the Corporation and the Underwriters;
(rrr) "United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
(sss) "Voting Shares" means shares of any corporation of one or more classes or series of a class of shares of such corporation carrying voting rights under all circumstances (and not by reason of the happening of a contingency) sufficient if exercised to elect all of the directors of such corporation, provided that such shares shall be deemed not to cease to be Voting Shares solely by reason of a right to vote for the election of one or more of the directors of such corporation accruing to shares of another class or series of a class of shares of such corporation by reason of the happening of a contingency; and
(ttt) "Written Request of the Corporation", "Written Direction of the Corporation" and "Certificate of the Corporation" mean a written request, direction and certificate, respectively, signed in the name of the Corporation by any Director or officer of the Corporation or by any other individual to whom such signing authority is delegated by the Directors from time to time, and may consist of one or more instruments so executed respectively.

1.2 Interpretation

(a) Words Importing the Singular: Words importing the singular include the plural and vice versa and words importing a particular gender or neuter include both genders and neuter.
(b) Interpretation Not Affected by Headings, etc.: The division of this Indenture into articles, sections, subsections, paragraphs, subparagraphs, clauses and subclauses, 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 Indenture.
(c) Day Not a Business Day: Unless otherwise indicated, if the day on or before which any action which would otherwise be required to be taken hereunder is not a Business Day that

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action will be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.
(d) Time of the Essence: Time will be of the essence in all respects in this Indenture and the Certificates.
(e) Currency: Except as otherwise stated, all dollar amounts herein and in the Certificates are expressed in Canadian dollars.
(f) Severability: In the event that any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, all of which shall remain in full force and effect.
(g) Conflict: In the event of a conflict or inconsistency between a provision in this Indenture and the Certificates issued hereunder, the relevant provision of this Indenture shall prevail to the extent of the inconsistency.

1.3 Applicable Law

This Indenture and the Certificates will be construed and enforced in accordance with the laws prevailing in the Province of British Columbia and the federal laws of Canada applicable therein and will be treated in all respects as British Columbia contracts.

1.4 Meaning of "outstanding" for Certain Purposes

Every Subscription Receipt Authenticated and delivered by the Subscription Receipt Agent under this Indenture shall be deemed to be outstanding until the earlier of the Escrow Release Date and the Termination Date, provided however that:

(a) where a Certificate has been issued in substitution for a 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 Indenture entitling holders of outstanding Subscription Receipts to vote, sign consents, requests or other instruments or take any other action under this Indenture, 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 SUBSCRIPTION RECEIPTS

2.1 Creation and Issue of Subscription Receipts and Escrowed Funds

(a) An aggregate of 2,209,300 HD Subscription Receipts, on the terms and subject to the conditions herein provided, are hereby created and authorized for issue at a price of \$4.30 for each HD Subscription Receipt. One HD Subscription Receipt shall be issued, in certificated or uncertificated form, without any further act or formality, on the Closing Date

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for each \$4.30 paid by the purchaser of the HD Subscription Receipts as payment therefor, and each such HD Subscription Receipt shall be a fully-paid and non-assessable security of the Corporation.

(b) An aggregate of 3,876,000 FT Subscription Receipts, on the terms and subject to the conditions herein provided, are hereby created and authorized for issue at a price of \$6.88 for each FT Subscription Receipt. One FT Subscription Receipt shall be issued, in certificated or uncertificated form, without any further act or formality, on the Closing Date for each \$6.88 paid by the acquirer of the FT Subscription Receipts as payment therefor, and each such FT 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 (a) and Section 2.1 (b), as applicable, Certificates, if issued, shall be executed by the Corporation and delivered to the Subscription Receipt Agent, Authenticated 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. Registration of interests in Subscription Receipts held by the Depository may be evidenced by a position appearing on the register for Subscription Receipts of the Subscription Receipt Agent for an amount representing the aggregate number of such Subscription Receipts outstanding from time to time.
(d) Each HD Subscription Receipt issued hereunder will entitle the holder thereof, upon the conversion thereof in accordance with the provisions of Article 4 hereof, and without further action or payment of any additional consideration, to receive one Underlying Share, subject to adjustments in certain circumstances as set out herein.
(e) Each FT Subscription Receipt issued hereunder will entitle the holder thereof, in accordance with the provisions of Article 4 hereof, to subscribe for one FT Share pursuant to the FT Subscription and Renunciation Agreement, without payment of any additional consideration on the part of such holder, subject to adjustments in certain circumstances as set out herein.
(f) Upon closing of the Offering and pursuant to the Underwriting Agreement, an amount equal to 50% of the Underwriters' Fee and all of the Underwriters' Expenses as at the Closing Date (the "Initial Underwriter Payment") shall become payable by the Corporation. Pursuant to the Underwriting Agreement, the Initial Underwriter Payment shall be paid in full by partially setting off such amount against the gross proceeds of the HD Subscription Receipts. The remaining aggregate gross proceeds of the Offering (the "Escrowed Proceeds") shall be deposited in escrow with the Subscription Receipt Agent in accordance with the provisions of this Indenture. The Subscription Receipt Agent shall deposit the Escrowed Proceeds in an interest-bearing account in accordance with Section 6.2 (the Escrowed Proceeds, together with all interest earned thereon (the "Interest"), if any, are referred to herein as the "Escrowed Funds").
(g) The Escrowed Funds will only be released to the Corporation in accordance with this Indenture provided that the Escrow Release Conditions have been satisfied prior to the Termination Date. In the event that the Escrow Release Conditions are not satisfied prior to the Termination Date, the Escrowed Funds (less any withholding tax required to be withheld in respect thereof), will be returned to the Holders and the Subscription Receipts

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will be cancelled. The Corporation is solely responsible and liable and will make up for any shortfall between the aggregate FT Subscription Price and the aggregate HD Purchase Price, as applicable, paid by the Subscription Receiptholders, together with their Pro Rata Interest, and the Escrowed Funds (the "Shortfall") in amounts payable to the Holders by wire transfer to the Subscription Receipt Agent within two (2) Business Days of notice of the amount of the Shortfall. For the avoidance of any doubt, the Underwriters will not be responsible or liable for any such shortfall.

2.2 Terms of Subscription Receipts

Cancellation of Subscription Receipts: In the event that either (i) a Termination Notice is delivered to the Subscription Receipt Agent and the Lead Underwriter prior to the Escrow Release Deadline, or (ii) the Escrow Release Notice is not delivered to the Subscription Receipt Agent prior to the Escrow Release Deadline, all of the Subscription Receipts shall, without any action on the part of the Holders thereof (including the surrender of Certificates or the deemed surrender of Uncertificated Subscription Receipts), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and Holders shall thereafter have no rights thereunder except to receive, and the Subscription Receipt Agent shall pay to such Holders from the Escrowed Funds and the funded Shortfall, an amount equal to the aggregate HD Purchase Price or aggregate FT Subscription Price, as applicable, of the HD Subscription Receipts or FT Subscription Receipts, respectively, then held (including the Pro Rata Interest and less any withholding tax required by applicable law to be withheld in respect thereof). Such amount (less any withholding tax required by applicable law to be withheld in respect thereof) shall be returned to each Holder by the Subscription Receipt Agent in accordance with Section 6.3(b) hereof. The Corporation shall be liable for the Shortfall, being the amounts owing to Holders under this Section 2.2 and the amount of Escrowed Funds, as provided for in Section 2.1(g). The Subscription Receipt Agent shall have no responsibility for any Shortfall owing to the Holders.

2.3 Form of Subscription Receipts

(a) Form: The Subscription Receipts may be issued in both certificated and uncertificated form. All HD Subscription Receipts issued to a U.S. Subscription Receiptholder must be issued as a physical HD Subscription Receipt Certificate or DRS Advice. Upon the issue of Certificates, such certificates shall be executed by the Corporation and, in accordance with a Written Direction of the Corporation, Authenticated by or on behalf of the Subscription Receipt Agent and delivered by the Corporation in accordance with Section 2.4 and Section 2.6. The HD Subscription Receipt Certificates, if applicable, shall be substantially in the form attached as Schedule "A" hereto and the FT Subscription Receipt Certificates, if applicable, shall be substantially in the form attached as Schedule "B" hereto, subject to the provisions of this Indenture, with such variations and changes as may from time to time be agreed upon by the Subscription Receipt Agent and the Corporation, and the Certificates shall be dated as of the Closing Date, and shall have such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and shall be issuable in any denomination excluding fractions. All Subscription Receipts issued to the Depository may be in either a certificated or uncertificated form, such Uncertificated Subscription Receipts being evidenced by a book position on the register of Subscription Receiptholders, to be maintained by the Subscription Receipt Agent in accordance with Section 3.1(a).
(b) Production: Except as provided in this Article 2, all HD Subscription Receipts shall, save as to denominations, be of like tenor and effect, and all FT Subscription Receipts shall, save as to denominations, be of like tenor and effect. The Certificates may be engraved,

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printed, lithographed, photocopied or be partially in one form or another, as the Corporation may determine.

(c) Legend on Certificates: Certificates issued or DRS Advices representing Uncertificated Subscription Receipts delivered in respect of ownership of the Subscription Receipts, as well as all certificates or written notices issued in exchange for or in substitution of such Certificates or DRS Advices, shall bear the following legend:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 30, 2026."

And if applicable under the policies of the TSXV, the additional legend as follows:

"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL MAY 30, 2026."

(d) US Legends on HD Subscription Receipt Certificates: Upon the original issuance to a U.S. Subscription Receiptholder thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates or DRS Advices representing the HD Subscription Receipts and all certificates issued in exchange therefore or in substitution thereof, will bear the following 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 UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO LI-FT POWER LTD. (THE "COMPANY"), OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S ("REGULATION S") UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE FOREIGN LAWS AND REGULATIONS."

2.4 Uncertificated Subscription Receipts

(a) Re-registration of beneficial interests in Uncertificated Subscription Receipts held by the Depository shall be made only through the book entry registration system and no Certificates shall be issued in respect of such Subscription Receipts except where physical certificates evidencing ownership in such Subscription Receipts are required or as set out herein or as may be requested by a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.4, owners of beneficial interests in any CDS Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names and shall not receive or be entitled to receive Subscription Receipts in definitive form or to have their names appear in the register referred to in Section 3.1(a) herein while they are held as book entry only securities with the Depository.

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(b) Notwithstanding any other provision in this Indenture, no CDS Subscription Receipts may be exchanged in whole or in part for Subscription Receipts registered, and no transfer of a CDS Subscription Receipt in whole or in part may be registered, in the name of any person other than the Depository for such CDS Subscription Receipts or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the CDS Subscription Receipts and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Subscription Receipts and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Subscription Receipts shall no longer be held as CDS Subscription Receipts through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation's Counsel;
(vi) the Subscription Receipt is to be Authenticated to or for the account or benefit of a U.S. Subscription Receiptholder; or
(vii) the Corporation so instructs the Subscription Receipt Agent in writing,

following which Subscription Receipts for those Holders requesting the same shall be issued to the beneficial owners of such Subscription Receipts or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Subscription Receipt Agent of the occurrence of any event outlined in this Section 2.4(b), except in the case of Section 2.4(b)(vii).

(c) Subject to the provisions of this Section 2.4, any exchange of CDS Subscription Receipts for Subscription Receipts which are not CDS Subscription Receipts may be made in whole or in part in accordance with the provisions of Section 3.2, mutatis mutandis. All such Subscription Receipts issued in exchange for CDS Subscription Receipts or any portion thereof shall be registered in such names as the Depository for such CDS Subscription Receipts shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Subscription Receipts) as the CDS Subscription Receipts or portion thereof surrendered upon such exchange.
(d) Every Subscription Receipt Authenticated in exchange for or in lieu of a CDS Subscription Receipt or any portion thereof, whether pursuant to this Section 2.4, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Subscription Receipt, unless such Subscription Receipt is registered in the name of a person other than the Depository for such CDS Subscription Receipt or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Subscription Receipt will be issued as an Uncertificated Subscription Receipt unless otherwise requested in writing by the Depository or the Corporation.

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(f) The rights of beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and Applicable Procedures of the Depository and the Subscription Receipt Agent.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for:
(i) any aspect of the electronic records maintained by the Depository relating to any ownership interests or any other interests (beneficial or otherwise) in the Subscription Receipts or the depository system maintained by the Depository, or payments made on account of any ownership interest (beneficial or otherwise) or any other interest of any person in any Subscription Receipts represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(iii) any advice or representation made or given by or with respect to the Depository that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.
(h) The Corporation may terminate the application of this Section 2.4 in its sole discretion in which case all Subscription Receipts shall be evidenced by Certificates or DRS Advices representing Uncertificated Subscription Receipts, if applicable, registered in the name of a person other than the Depository or a nominee thereof. The Depository shall provide the Subscription Receipt Agent with instructions for registration in the name(s) and in the amount(s) specified by the Depository and the Corporation shall issue and the Subscription Receipt Agent shall Authenticate and deliver the aggregate number of Subscription Receipts then outstanding in the form of one or more definitive Subscription Receipt Certificates or DRS Advices representing Uncertificated Subscription Receipts, if applicable, representing such Subscription Receipts and if issued pursuant to the book entry registration system, the Depository shall surrender the CDS Subscription Receipts to the Subscription Receipt Agent.
(i) For so long as Subscription Receipts are held through the Depository, if any notice or other communication is required to be given to Holders, the Subscription Receipt Agent will give such notices and other communications to the Depository.

2.5 Signing of Certificates

(a) Signing Officers: The Certificates shall be signed by any one officer of the Corporation or any one Director or by any other individual to whom such signing authority is delegated by the Directors from time to time.

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(b) Signatures: The signature of the individual referred to in Section 2.5(a) hereof may be manual, electronic, engraved, lithographed or printed in facsimile and Certificates bearing such facsimile or electronic signature will, subject to Section 2.6 hereof, be binding on the Corporation as if they had been manually signed by such officer of the Corporation or Director.
(c) No Longer Officer: Notwithstanding that any individual whose manual, electronic or facsimile signature appears on a Certificate as one of the officers of the Corporation or Directors referred to in Section 2.5(a) hereof no longer holds the same or any other office with, or is no longer a Director of, the Corporation, at the date of issue of any Certificate or at the date of Authentication or delivery thereof, such Certificate will, subject to Section 2.6 hereof, be valid and binding on the Corporation.

2.6 Authentication by Subscription Receipt Agent

(a) Authentication of Certificates: No Certificate, if issued, will be valid or entitle the Holder to the benefits hereof until it has been Authenticated by signature by or on behalf of the Subscription Receipt Agent substantially in the form of the HD Subscription Receipt Certificate attached hereto as Schedule "A" or the FT Subscription Receipt Certificate attached hereto as Schedule "B", as applicable, or in such other form as may be approved by the Subscription Receipt Agent and the Corporation. The Authentication by the Subscription Receipt Agent on a Certificate will be conclusive evidence as against the Corporation that such Certificate has been issued and duly Authenticated hereunder and is a valid and binding obligation of the Corporation and that the holder thereof is entitled to the benefits hereof. Any Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Certificate shall, subject to the terms of this Indenture and applicable law, validly entitle the holder to acquire Underlying Shares or subscribe for FT Shares, as applicable, notwithstanding that the form of such Certificate may not be in the form then required by this Indenture.
(b) Authentication of Uncertificated Subscription Receipts: The Subscription Receipt Agent shall Authenticate Uncertificated Subscription Receipts (whether upon original issuance, exchange, partial payment or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Subscription Receipts under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Subscription Receipts have been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Indenture requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and any Uncertificated Subscription Receipts recorded therein shall be binding on the Corporation.
(c) Subscription Receipts Not Valid Until Authenticated: No Subscription Receipts shall (a) be considered issued, valid or obligatory; nor (b) entitle the Holder thereof to the benefits of this Indenture, until it has been Authenticated by the Subscription Receipt Agent. 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 Indenture.

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(d) Authentication No Representation: The Authentication by or on behalf of 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 Indenture or such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture 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 the proceeds thereof.

2.7 Subscription Receipts to Rank Pari Passu

All Subscription Receipts will rank pari passu with all other Subscription Receipts, whatever may be the actual dates of their issue.

2.8 Issue in Substitution for Lost Certificates, Etc.

(a) Substitution: If any Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law and to Section 2.8(b) hereof, will issue, and thereupon the Subscription Receipt Agent will Authenticate and deliver, a new Certificate of like tenor and bearing the same legends as the one mutilated, lost, destroyed or stolen in exchange for and in place of and on surrender and cancellation of such mutilated Certificate or in lieu of and in substitution for such lost, destroyed or stolen certificate, and the substituted Certificate shall be in a form approved by the Corporation and the Subscription Receipt Agent and the Subscription Receipts evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipts issued or to be issued hereunder.
(b) Cost of Substitution: The applicant for the issue of a new Certificate pursuant to this Section 2.8 shall bear the reasonable cost of the issue thereof and in the case of loss, destruction or theft shall, as a condition precedent to the issue thereof:
(i) furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Certificate to be replaced as is satisfactory to the Corporation and to the Subscription Receipt Agent in their discretion, acting reasonably;
(ii) if so requested, furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and to the Subscription Receipt Agent in their discretion, acting reasonably; and
(iii) pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

2.9 Holder not a Shareholder

Nothing in this Indenture or in the holding of a Subscription Receipt or otherwise shall be construed as conferring on any Holder any right or interest whatsoever as a shareholder of the Corporation, including, but not limited to, any right to vote at, to receive notice of or to attend any meeting of shareholders or any other proceeding of the Corporation or any right to receive any dividend or other distribution in respect of the Common Shares.

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ARTICLE 3 REGISTRATION, TRANSFERABILITY AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND EXCHANGE OF CERTIFICATES

3.1 Registration of Subscription Receipts

(a) Register: The Corporation will cause to be kept by the Subscription Receipt Agent at its principal office in Toronto, Ontario, a register of Subscription Receiptholders in which shall be entered in alphabetical order the names and addresses of the holders of Subscription Receipts and particulars, including all transfer restrictions, of the Subscription Receipts held by them.
(b) Transfer: The Subscription Receipts are non-transferable.
(c) Rights and Privileges: Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Holders shall be entitled to the rights and privileges attaching to the HD Subscription Receipts and FT Subscription Receipts, as applicable, and the issue of the Underlying Shares by the Corporation upon the conversion of the HD Subscription Receipts or the issue of the FT Shares by the Corporation pursuant to the FT Subscription and Renunciation Agreement, as applicable, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such HD Subscription Receipts or FT Subscription Receipts, as applicable, and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of any such holder.
(d) No Notice of Trusts: Subject to applicable law, neither the Corporation nor the Subscription Receipt Agent will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Subscription Receipt.
(e) Inspection: The registers referred to in Section 3.1(a) hereof, and any branch register maintained pursuant to Section 3.1(f) hereof, will at all reasonable times during the Subscription Receipt Agent's regular business hours be open for inspection by the Corporation and any Holder (with respect to such inspecting Holder's information only). The Subscription Receipt Agent will from time to time when requested to do so in writing by the Corporation or any Holder (upon payment of the reasonable charges of the Subscription Receipt Agent) furnish the Corporation or such Holder with a list of the names and addresses of Holders entered on such registers and showing the number of Subscription Receipts held by each such Holders; provided that any requesting Holder shall only be entitled to be furnished with evidence with respect to its own holdings.
(f) Location of Registers: The Corporation may at any time and from time to time change the place at which the registersreferred to in Section 3.1(a) hereof are kept and/or cause branch registers of Holders to be kept, in each case subject to the approval of the Subscription Receipt Agent, at other places and close such branch registers or change the place at which such branch registers are kept. Notice of all such changes or closures shall be given by the Corporation to the Subscription Receipt Agent and to the Holders in accordance with Section 12.1 and Section 12.2 hereof.

3.2 Exchange of Certificates

(a) Exchange: One or more Certificates may at any time prior to the earlier of the close of business on the Escrow Release Date and the Termination Date, in compliance with the

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reasonable requirements of the Subscription Receipt Agent (including compliance with applicable securities legislation), be exchanged for one or more Certificates of different denominations representing in the aggregate the same number of HD Subscription Receipts or FT Subscription Receipts, as applicable, and registered in the same name as the Certificate or Certificates being exchanged.

(b) Place of Exchange: Certificates may be exchanged only at the principal office of the Subscription Receipt Agent in Toronto, Ontario or at any other place designated by the Corporation with the approval of the Subscription Receipt Agent.
(c) Cancellation: Any Certificate tendered for exchange pursuant to this Section 3.2 shall be surrendered to the Subscription Receipt Agent and cancelled.
(d) Execution: The Corporation will sign all Certificates in accordance with Section 2.5(a) hereof as necessary to carry out exchanges pursuant to this Section 3.2 and such Certificate will be Authenticated by the Subscription Receipt Agent.
(e) Certificates: Certificates exchanged for Certificates that bear the legend(s) set forth in Section 2.3 hereof shall bear the same legend(s), as applicable.

3.3 No Charges for Exchange

No charge will be levied on a presenter of a Certificate pursuant to this Indenture for the exchange of any Certificate. The Corporation shall bear any charges for the exchange of Certificates.

3.4 Ownership of Subscription Receipts

(a) Owner: The Corporation and the Subscription Receipt Agent may deem and treat the person in whose name any Subscription Receipt is registered as the absolute owner of such Subscription Receipt for all purposes, and such person will for all purposes of this Indenture be and be deemed to be the absolute owner thereof, and the Corporation and the Subscription Receipt Agent will not be affected by any notice or knowledge to the contrary except as required by statute or by order of a court of competent jurisdiction.
(b) Rights of Registered Holder: The registered holder of any Subscription Receipt will be entitled to the rights represented thereby free from all equities and rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all persons may act accordingly, and the issue and delivery to any such registered holder of Underlying Shares or FT Shares, as applicable, issuable pursuant thereto upon the satisfaction of the Escrow Release Conditions (or the payment of amounts payable in respect thereof pursuant to 2.2 hereof) will be a good discharge to the Corporation and the Subscription Receipt Agent therefor and neither the Corporation nor the Subscription Receipt Agent will be bound to inquire into the title of any such registered holder.

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ARTICLE 4 CONVERSION OF HD SUBSCRIPTION RECEIPTS AND SUBSCRIPTION OF FT SHARES AND CANCELLATION OF FT SUBSCRIPTION RECEIPTS

4.1 Conversion of HD Subscription Receipts and Subscription of FT Shares and Cancellation of FT Subscription Receipts

(a) Conditions Precedent Certificate: If the Escrow Release Conditions set out in Section 1.1(t)(i) and Section 1.1(t)(ii) have been satisfied prior to the Escrow Release Deadline, as a condition precedent to the execution by the Lead Underwriter of the Escrow Release Notice, the Corporation shall promptly cause the Conditions Precedent Certificate to be delivered to the Underwriters.
(b) Escrow Release Notice: If the Conditions Precedent Certificate has been delivered to the Underwriters prior to the Escrow Release Deadline, the Corporation and the Lead Underwriter shall, subject to the satisfaction of the Lead Underwriter, forthwith cause the Escrow Release Notice to be delivered to the Subscription Receipt Agent.
(c) Conversion, Subscription and Cancellation: If the Escrow Release Notice is delivered to the Subscription Receipt Agent prior to the Termination Date, upon receipt of the Escrow Release Notice by the Subscription Receipt Agent:
(i) all HD Subscription Receipts will be automatically converted by the Subscription Receipt Agent at the Escrow Release Time for and on behalf of the holders thereof and the holders thereof shall, without payment of additional consideration or any further action on the part of the holders thereof (including the surrender of any HD Subscription Receipt Certificates or deemed surrender of any Uncertificated Subscription Receipts), be deemed to be the holder of the corresponding number of Underlying Shares issuable upon the conversion of such HD Subscription Receipts;
(ii) the FT Subscription and Renunciation Agreements will automatically become legally effective at the Escrow Release Time and the Corporation shall issue FT Shares to the subscribers for FT Shares pursuant to the terms and conditions of the FT Subscription and Renunciation Agreements; and
(iii) the FT Subscription Receipts shall, without any action on the part of the Holders thereof (including the surrender of Certificates), automatically be terminated and cancelled.
(d) Release of Escrowed Funds: Upon receipt of the Escrow Release Notice, the Subscription Receipt Agent will release the Escrowed Funds in accordance with Section 6.3(a) hereof.
(e) Rights on Conversion or Subscription and Cancellation: The Holder of any HD Subscription Receipt converted pursuant to Section 4.1(c) hereof shall have no rights hereunder except to be issued the Underlying Shares and paid their portion of Pro Rata Interest, upon the conversion of the HD Subscription Receipts. The Holder of any FT Subscription Receipt cancelled pursuant to Section 4.1(c) hereof shall have no rights hereunder except to be paid their portion of Pro Rata Interest and subscribe for and receive the FT Shares pursuant to the FT Subscription and Renunciation Agreements.

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(f) Direction of Subscription Receipt Agent: The parties hereby irrevocably authorize and direct the Subscription Receipt Agent to issue the Underlying Shares and the FT Shares pursuant to Section 4.1(c) hereof at the Escrow Release Time upon receipt of the Escrow Release Notice.
(g) Delivery of Underlying Shares and FT Shares: As soon as reasonably practicable but in any event within three Business Days after the receipt of the Escrow Release Notice by the Subscription Receipt Agent, the Corporation shall cause the Underlying Shares and FT Shares to be deposited, mailed or delivered to the person or persons entitled thereto, with certificate of DRS Advices, as applicable, at their registered addresses.

4.2 Effect of Conversion or Subscription and Cancellation

(a) Upon the conversion of any HD Subscription Receipts in accordance with Section 4.1(c), the Underlying Shares thereby issuable will be issued, and the person or persons to whom such securities are to be issued will be the holder or holders of record thereof, at the Escrow Release Time.
(b) Upon the FT Subscription and Renunciation Agreements becoming legally effective and the release of the applicable Escrowed Proceeds on behalf of subscribers for FT Shares to the Corporation in accordance with Section 4.1, the FT Shares shall be issued immediately and the person or persons to whom such FT Shares are to be issued will be the holders of record thereof, at the Escrow Release Time.

4.3 Fractions

The Corporation shall not be required, upon the conversion of the HD Subscription Receipts, the subscription of the FT Shares pursuant to the FT Subscription and Renunciation Agreements and the resulting cancellation of the FT Subscription Receipts, or upon any adjustment in accordance with Article 7 hereunder, to issue fractions of Common Shares to any person or to issue certificates which evidence a fractional Common Share. Where the aggregate number of Common Shares that a Holder would otherwise be entitled to receive upon conversion or exercise of the Subscription Receipts, includes a fraction of Common Share, the aggregate number of Common Shares to be issued to the Holder will be rounded down to the nearest whole number and the Corporation shall not pay any amounts to the Holder in satisfaction of any such fraction of a Common Share.

4.4 Recording

The Corporation will record or cause to be recorded the particulars of each HD Subscription Receipt converted or FT Share issued pursuant to the FT Subscription and Renunciation Agreements and FT Subscription Receipt cancelled as a result thereof, which particulars will include the name and address of each person to whom Common Shares are issued and the number of Common Sharesso issued at the Escrow Release Time.

4.5 Securities Restrictions

(a) General: No securities will be issued in connection herewith if the issue thereof would constitute a violation of the securities laws of any jurisdiction and, without limiting the generality of the foregoing, the certificates or DRS Advices in respect thereof will bear such legend or legends as may, in the opinion of counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to

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comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate or DRS Advice, at the expense thereof, provides the Corporation with evidence in form and substance satisfactory to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares, in a transaction in which such legend or legends are not required, such legended certificate or DRS Advice may thereafter be surrendered to the Corporation in exchange for a certificate or DRS Advice which does not bear such legend or legends.

(b) Canadian Legends: The Common Shares issued hereunder pursuant to the Subscription Receipts, shall be subject to the following legend restriction:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 30, 2026."

And if applicable under the policies of the TSXV, the additional legend will be affixed to any certificates representing the Common Shares:

"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL MAY 30, 2026."

(c) US Legends: Upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing the Common Shares and all certificates issued in exchange therefore or in substitution thereof, will bear the following legends:

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ARTICLE 5 COVENANTS

5.1 General Covenants of the Corporation

The Corporation covenants with the Subscription Receipt Agent and the Holders that so long as any Subscription Receipts remain outstanding:

(a) Maintenance: The Corporation will use its commercially reasonable efforts to at all times maintain its corporate existence, carry on and conduct its business, and that of its material subsidiaries, in a proper, efficient and business-like manner and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles.
(b) Reservation of Securities: The Corporation will reserve and conditionally allot for the purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations pursuant to the Subscription Receipts, this Indenture and the FT Subscription and Renunciation Agreements.
(c) Issue of Common Shares: The Corporation will cause the Common Shares issuable hereunder, to be issued and delivered in accordance with the terms and provisions of this Indenture and all Common Shares that are so issued will be fully paid and non-assessable securities of the Corporation.
(d) Notification of Completion or Termination: The Corporation will provide written notification to the Subscription Receipt Agent of the satisfaction of the Escrow Release Conditions (by way of the Escrow Release Notice) or the Termination Date (by way of the Termination Notice), as the case may be.
(e) SEC Matters: The Corporation confirms that as at the date hereof it does not have a class of securities registered pursuant to Section 12 of the Exchange Act or a reporting obligation pursuant to Section 15(d) of the Exchange Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Exchange Act, (ii) the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Exchange Act, or (iii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Exchange Act, the Corporation shall promptly deliver to the Subscription Receipt Agent an officers' certificate notifying the Subscription Receipt Agent of such registration or termination and such other information as the Subscription Receipt Agent may reasonably require at the time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation and covenants in order to meet certain obligations of the Subscription Receipt Agent with respect to those clients of the Subscription Receipt Agent that are required to file reports with the SEC under the Exchange Act.
(f) Open Registers: The Corporation will cause the Subscription Receipt Agent to keep open the registers of Holders referred to in Section 3.1 hereof as required by such section and will not take any action or omit to take any action which would have the effect of preventing the Holders from receiving any of the Common Shares issuable hereunder in accordance with the terms and provisions of this Indenture.
(g) Filings: The Corporation will use commercially reasonable efforts to make all requisite filings, including filings with appropriate securities commissions and stock exchanges, if

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any, in connection with the issue of the Common Shares hereunder. The Corporation will make all requisite filings, including filings under appropriate securities commissions to remain a reporting issuer in each of the provinces and territories of Canada in which it is currently a reporting issuer, or the equivalent thereof.

(h) Shortfall: In the event of a Shortfall, the Corporation agrees to deliver by wire transfer to the Subscription Receipt Agent the amount of the Shortfall, pursuant to section 2.1(g).
(i) Notice of Termination: In the event that (i) the Corporation delivers the Termination Notice, or (ii) if the Escrow Release Notice has not been provided in accordance with the provisions hereof at or prior to the Escrow Release Deadline, the Corporation shall send or cause to be sent to each Holder written notice advising of that fact and such notice shall be sent within two Business Days after the Termination Date.
(j) Record Dates: Other than in connection with the Acquisition, the Corporation shall provide at least 21 days written notice to each Holder of any record date to be set or declared by the Corporation with respect to any meeting or written resolution of holders of Common Shares.
(k) General Performance: The Corporation will perform and carry out all acts and things to be done by it as provided in this Indenture or in order to consummate the arrangements contemplated hereby.
(l) Default: The Corporation will promptly advise the Subscription Receipt Agent and the Lead Underwriter and the Holders in writing of any default under the terms of this Indenture.
(m) Notices: Any notices or deliveries required to be provided to Holders hereunder shall be sent in accordance with the requirements of Section 12.2 to each Holder at the address of such holder appearing on the register of Subscription Receipts maintained hereunder.

5.2 Remuneration and Expenses of Subscription Receipt Agent

The Corporation 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 its duties hereunder (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants 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 for any expense, disbursement or advance that arises out of or results 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 upon demand. This Section shall survive the resignation of the Subscription Receipt Agent and/or the termination of this Indenture.

5.3 Notice of Issue

The Corporation will give written notice of and make all requisite filings respecting the issue of Underlying Shares and FT Shares, in such detail as may be required, to each securities commission, stock exchange or similar regulatory authority in each jurisdiction in Canada in which there is legislation or regulations

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requiring the giving of any such notice in order that such issue of securities and the subsequent disposition of the securities so issued will not be subject to the prospectus requirements, if any, of such legislation or regulations.

5.4 Securities Qualification Requirements

If, in the opinion of Counsel to the Corporation any instrument is required to be filed with, or any permission is required to be obtained from, any governmental authority in Canada or any other step is required under any federal or provincial law of Canada before any Common Shares which a Holder is entitled to acquire pursuant to any Subscription Receipt may properly and legally be issued, the Corporation covenants that it will promptly take such required action.

5.5 Performance of Covenants by Subscription Receipt Agent

If the Corporation fails to perform any of its obligations under this Indenture, then the Corporation will notify the Subscription Receipt Agent in writing of such failure and upon receipt by the Subscription Receipt Agent of such notice, the Subscription Receipt Agent may notify the Holders of such failure or may itself perform any of such obligations capable of being performed by the Subscription Receipt Agent, but the Subscription Receipt Agent will have no obligation to perform said covenants or to notify the Holders or the Lead Underwriter of such performance by it. All amounts expended or advanced by the Subscription Receipt Agent in so doing will be repayable as provided in Section 5.2 hereof. No such performance, expenditure or advance by the Subscription Receipt Agent will relieve the Corporation of any default or of its continuing obligations hereunder.

5.6 Enforceability of Subscription Receipts

The Corporation covenants and agrees that it is duly authorized to create and issue the Subscription Receipts to be issued hereunder and that the Subscription Receipts, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

ARTICLE 6 DEPOSIT OF PROCEEDS AND CANCELLATION OF SECURITIES

6.1 Deposit of Escrowed Proceeds in Escrow

The Corporation shall direct that the Lead Underwriter deliver the Escrowed Proceeds to the Subscription Receipt Agent on the Closing Date by way of electronic wire transfer in immediately available funds. The Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Article 6. The Corporation acknowledges and agrees that it is a condition of the payment by HD Subscription Receiptholders of \$4.30 per HD Subscription Receipt therefor and the payment by FT Subscription Receiptholders of \$6.88 per FT Subscription Receipt therefor, that the Escrowed Funds are held by the Subscription Receipt Agent in accordance with the provisions of this Article 6. The Corporation further acknowledges and confirms that it has no interest in the Escrowed Funds unless and until the Escrow Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Funds for the benefit of the Holders and, upon the delivery of the Escrow Release Notice to the Subscription Receipt Agent (at or before the Escrow Release Deadline),

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retroactively for the benefit of the Corporation and the Lead Underwriter (except for the Pro Rata Interest payable to the Holders), in accordance with the provisions of this Article 6.

6.2 Investment of Escrowed Funds

(a) Until released in accordance with this Indenture, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more segregated interest-bearing bank accounts to be maintained by the Subscription Receipt Agent designated as "Odyssey Trust Company as Subscription Receipt Agent for Li-FT Power Ltd.", at one or more Canadian Schedule 1 chartered banks listed in Schedule I of the Bank Act (Canada) (each such bank, an "Approved Bank"). The parties hereto acknowledge and agree that the Subscription Receipt Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. All interest shall be calculated daily and credited by the Subscription Receipt Agent to the Escrowed Funds within three Business Days of each month-end. The Subscription Receipt Agent may receive investment earnings in excess of or less than the interest payable pursuant to this Section, such earning being for the Subscription Receipt Agent's benefit or at its risk, as applicable.
(b) All amounts held by the Subscription Receipt Agent pursuant to this Indenture shall be held by the Subscription Receipt Agent for the benefit of the Holders and the delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtorcreditor or other similar relationship between the Subscription Receipt Agent and the Holders. The amounts held by the Subscription Receipt Agent pursuant to this Indenture are the sole risk of the Holders 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 6.2, 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 the Lead Underwriter 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.
(c) 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 redeposit 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 Holders prior to and after such withdrawal.
(d) For tax reporting purposes, all interest earned from the investment of the Escrowed Funds in any taxation 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 Indenture during such taxation year, be allocated to such person or entity, and (ii) otherwise be allocated to the Corporation in the taxation year that it was earned, notwithstanding that no such amount

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has been distributed. The parties hereto agree and acknowledge that: (i) no amount of interest shall be distributed to the Underwriters and the Subscription Receipt Agent, and (ii) any amount allocable to the Corporation is compensation for the Corporation processing the T5 Forms (and their provincial equivalent) to be filed with the Canada Revenue Agency (or its provincial equivalent) and provided to the relevant persons or entities in respect of the interest earned on the Escrowed Funds. The Holders and the Corporation agree to provide the Subscription Receipt Agent with their certified tax identification numbers and other forms, documents and information that the Subscription Receipt Agent may request in order to fulfill any tax reporting function.

(e) Any bank charges and similar fees as well as losses, if any, on such investments shall be debited to the Escrowed Funds account(s) and constitute an expense of the Corporation incurred to earn the amounts allocable to it pursuant to Section 6.2(d).

6.3 Release of Escrowed Funds

The Subscription Receipt Agent shall release the Escrowed Funds as follows:

(a) Upon receipt of an Escrow Release Notice delivered to the Subscription Receipt Agent prior to the Termination Date in accordance with Section 4.1(b), the Subscription Receipt Agent shall as soon as practicable:
(i) release an amount of the Escrowed Funds equal to 50% of the Underwriters' Fee, to the Lead Underwriter on behalf of the Corporation and pursuant to the Underwriting Agreement;
(ii) release an amount of the Pro Rata Interest to each Holder (less any withholding tax required by applicable law to be withheld in respect thereof); and
(iii) release the balance of the Escrowed Funds to the Corporation (or as the Corporation may direct), less an amount payable to the Subscription Receipt Agent by the Corporation equal to its reasonable fees for services rendered and disbursements incurred.
(b) In the event that: (i) a Termination Notice is delivered to the Subscription Receipt Agent, or (ii) the Escrow Release Notice has not been received by the Subscription Receipt Agent prior to the Escrow Release Deadline, the Subscription Receipt Agent shall, within three Business Days of the Termination Date, mail or deliver, or cause to be mailed or delivered, to each Holder a cheque or other acceptable payment method in the amount payable at the address of such Holder on the register of Holders, such payment being the Holders' pro rata share of the Escrowed Funds (less any withholding tax required by applicable law to be withheld in respect thereof), in addition to the Shortfall, if, as and when released from the Corporation as provided for in Section 2.1(g). Upon receipt of the wire or delivery of the cheque (provided such cheque has been honoured for payment), all rights evidenced by the Subscription Receipts held by a Holder shall be satisfied and such Subscription Receipts shall be void and of no further value or effect. The amounts paid to each Subscription Receiptholder under this Section shall be satisfied by the Escrowed Funds. The obligation to make the payment of the amounts specified in this Section shall be satisfied, in the case of CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by

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the Subscription Receipt Agent mailing cheques payable to the Subscription Receiptholders at their registered addresses.

6.4 Escrowed Funds Held

In addition to the other rights granted to Holders in this Indenture, until the earlier of the Termination Date and the Escrow Release Date, each Holder has a claim against the Escrowed Funds held by the Subscription Receipt Agent and against the Corporation, in the amount equal to \$4.30 for each HD Subscription Receipt held by such Holder and \$6.88 for each FT Subscription Receipt held by such Holder, which claim shall subsist until such time as the Underlying Shares or FT Shares, as applicable, issuable upon the conversion of HD Subscription Receipts or subscription pursuant to the FT Subscription and Renunciation Agreement are issued or such amount is paid in full. In the event that, prior to the earlier of the Termination Date and the first Business Day following the Escrow Release Date, the Corporation (i) makes a general assignment for the benefit of creditors or any proceeding is instituted by the Corporation seeking relief on behalf thereof as a debtor, or to adjudicate the Corporation a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of the Corporation or the debts of the Corporation under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for the Corporation or any substantial part of the property and assets of the Corporation or the Corporation takes any corporate action to authorize any of the actions set forth above, or (ii) the Corporation shall be declared bankrupt, or a receiver, receiver and manager, trustee, custodian or similar official is appointed for the Corporation or any substantial part of its property and assets, the Corporation or an encumbrancer shall legally take possession of any substantial part of the property or assets of the Corporation or a distress or execution or any similar process is levied or enforced against such property and assets and remains unsatisfied for such period as would permit such property or such part thereof to be sold thereunder, the right of each Holder to be issued the Underlying Shares upon the conversion of the HD Subscription Receipts or FT Shares pursuant to subscription under the FT Subscription and Renunciation Agreement will terminate and such holder will be entitled to assert a claim against the Escrowed Funds held by the Subscription Receipt Agent and against the Corporation for any shortfall, in an amount equal to \$4.30 for each HD Subscription Receipt held by such Holder and \$6.88 for each FT Subscription Receipt held by such Holder plus Interest earned thereon less any withholding tax required by applicable law to be withheld in respect thereof.

6.5 Representation Regarding Third Party Interests

Each party to this Indenture except the Subscription Receipt Agent (in this Section 6.5 referred to as a "representing party") 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 Indenture, for or to the credit of such representing 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 representing party hereby agrees to complete, execute and deliver forthwith to the Subscription Receipt Agent a declaration of third party interest in the Subscription Receipt Agent's prescribed form in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and the regulations thereto, or in such other form as may be satisfactory to it, as to the particulars of such third party.

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ARTICLE 7 ADJUSTMENTS

7.1 Adjustment of Number of Underlying Shares and FT Shares

The Subscription Receipts shall be subject to adjustment from time to time in the following circumstances and manner:

(a) Subject to Section 7.1, if and whenever at any time from the Closing Date and prior to the Escrow Release Date, the Corporation shall:
(i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares;
(ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares; or
(iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution to all or substantially all of the holders of Common Shares on its outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares;

then, in each such event, the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, or the record date for such issue of Common Shares by way of a stock dividend or distribution, as the case may be, by multiplying the number of Underlying Shares or FT Shares issuable by a fraction:

(A) the numerator of which shall be the total number of Common Shares outstanding immediately after such date; and
(B) the denominator of which shall be the total number of Common Shares outstanding immediately prior to such date.

Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur. Any such issue or distribution of Common Shares or securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for such issue or distribution for the purpose of calculating the number of outstanding Common Shares under Section 7.1(b) and Section 7.1(c).

(b) Subject to Section 7.2, if and whenever at any time from the Closing Date and prior to the Escrow Release Date, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, the number of

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Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements by a fraction:

(i) the numerator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; and
(ii) the denominator of which shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price.

Any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements shall be readjusted to the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements which would then be in effect if such record date had not been fixed or to the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

(c) Subject to Section 7.1, if and whenever at any time from the Closing Date and prior to the Escrow Release Date, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of:
(i) shares of the Corporation of any class other than Common Shares or other securities of the Corporation;
(ii) rights, options or warrants to acquire Common Shares (or securities convertible into or exchangeable for Common Shares) or other securities of the Corporation;
(iii) evidences of its indebtedness; or
(iv) any property or other assets;

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(excluding, in each case, any distribution referred to in Section 7.1(a) or Section 7.1(b)) then, in each such case, the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements by a fraction:

(v) the numerator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; and
(vi) the denominator of which will be:
(A) the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less
(B) the aggregate fair market value, as determined by the Directors, acting reasonably, whose determination, absent manifest error, will be conclusive, to the holders of Common Shares of such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets so distributed.

Any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements shall be readjusted to the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements which would then be in effect if such record date had not been fixed or to the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements which would then be in effect based upon such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets actually distributed, as the case may be.

(d) Subject to Section 7.1, if and whenever at any time from the Closing Date and prior to the Escrow Release Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 7.1(a), Section 7.1(b) or Section 7.1(c)) or an amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Holder whose HD Subscription Receipts have not been converted or whose FT Subscription Receipts have not been cancelled as a result of a subscription pursuant to the FT Subscription and Renunciation Agreements prior to the effective time of such reclassification, reorganization, amalgamation, arrangement, merger, sale or conveyance shall, upon the

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conversion of the HD Subscription Receipts or the subscription pursuant to the FT Subscription and Renunciation Agreements, be entitled to receive and shall accept, in lieu of the number of Underlying Shares or FT Shares to which the Holder was prior thereto entitled, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, amalgamation, arrangement or merger or to which such sale or conveyance may be made, as the case may be, that such Holder would have been entitled to receive on such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, if on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Underlying Shares or FT Shares to which immediately before the event such Holder was entitled. To give effect to or to evidence the provisions of this Section 7.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, enter into an agreement which shall provide, to the extent possible, for the application of the provisions set out in this Indenture with respect to the rights and interests thereafter of the Holder to the effect that the provisions set out in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or property to which a Holder is entitled thereafter. Any agreement entered into between the Corporation and the Subscription Receipt Agent pursuant to the provisions of this Section 7.1(d) shall be a supplemental agreement entered into pursuant to the provisions of Article 10. Any agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 7.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances.

(e) In any case in which this Section 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein the Corporation may defer, until the occurrence of such event, issuing to the Holder in respect of which the HD Subscription Receipts are converted or FT Subscription Receipts are cancelled as a result of a subscription pursuant to the FT Subscription and Renunciation Agreements, the additional Underlying Shares or FT Shares or other securities or property issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Holder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such Holder's right to receive such additional Underlying Shares, FT Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Underlying Shares, FT Shares or other securities or property declared in favour of holders of record of Underlying Shares, FT Shares or securities or property on and after the relevant date of conversion, or such later date as such Holder would, but for the provisions of this Section 7.1(e), have become the holder of record of such additional Underlying Shares, FT Shares or other securities or property pursuant to this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon.
(f) In any case in which Section 7.1(c) requires that an adjustment be made to the number of Underlying Shares or FT Shares issuable, no such adjustment shall be made if the

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Subscription Receipt Agent receives the shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in Section 7.1(c), in such kind and number as Holders would have received if they had been holders of Underlying Shares or FT Shares on the applicable record date or effective date by virtue of their right to be issued Underlying Shares or FT Shares. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the Subscription Receipt Agent shall be held and distributed by the Subscription Receipt Agent pursuant hereto.

(g) The adjustments provided for in this Section 7.1 are cumulative and shall be computed to the nearest two decimal places and will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1, provided that, notwithstanding any other provision of this Section 7.1, no adjustment of the number of Underlying Shares or FT Shares issuable shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Underlying Shares or FT Shares issuable, provided, however, that any adjustments which by reason of this 7.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
(h) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Underlying Shares or FT Shares issuable.
(i) After any adjustment pursuant to this Section 7.1, the terms "Common Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, the Holder is entitled to receive upon conversion of the HD Subscription Receipts or subscription pursuant to the FT Subscription and Renunciation Agreement, and the number of Underlying Shares to be issued upon the conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements shall be interpreted to mean the number of Underlying Shares, FT Shares or other property or securities a Holder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, upon the full conversion of the Subscription Receipts and subscription pursuant to the FT Subscription and Renunciation Agreements, as the case may be.
(j) Notwithstanding any other provision herein, any adjustment in the Common Shares, or Underlying Shares or FT Shares described in this Section 7 and otherwise in this Indenture, shall be subject to the consent of the Lead Underwriter, on behalf of the Underwriters, acting reasonably.

7.2 No Adjustment for Stock Options etc.

Notwithstanding anything to the contrary in this Article 7, no adjustment shall be made pursuant to this Indenture in respect of the issue of Underlying Shares or FT Shares pursuant to any stock option, stock purchase, or other equity incentive plan in force from time to time for officers, Directors or employees of the Corporation or pursuant to any stock option granted or other convertible security issued by the Corporation prior to the date of this Indenture.

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7.3 Determination by Corporation's Auditors

In the event of any question arising with respect to the adjustments provided for in this Article 7, such question shall, absent manifest error, be conclusively determined by the Corporation's auditors, who shall have access to all necessary records of the Corporation, and such determination shall, absent manifest error, be binding upon the Corporation, the Lead Underwriter, the Subscription Receipt Agent, all Holders and all other persons interested therein.

7.4 Proceedings Prior to Any Action Requiring Adjustment

As a condition precedent to the taking of any action which would require an adjustment in the number of Underlying Shares issuable upon conversion of the HD Subscription Receipts and the number of FT Shares issuable upon subscription pursuant to the FT Subscription and Renunciation Agreements, the Corporation shall take any corporate action which may, in the opinion of Counsel to the Corporation (acting reasonably), be necessary to ensure that the Corporation has sufficient authorized capital and that the Corporation may validly and legally issue, as fully paid and non-assessable shares, all of the shares which the Holders are entitled to receive on the conversion of the HD Subscription Receipts and the subscription pursuant to the FT Subscription and Renunciation Agreements, in accordance with the provisions of this Indenture.

7.5 Action Requiring Adjustment

In case the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than the actions described in this Article 7, which, in the opinion of the Directors would materially adversely affect the rights of the Holders, then the number of Underlying Shares which are to be received upon the conversion of the HD Subscription Receipts and the number of FT Shares which are to be received upon subscription pursuant to the FT Subscription and Renunciation Agreements shall be adjusted in such manner, if any, and at such time as the Directors may, in their discretion, reasonably determine to be equitable to the Holders in such circumstances.

7.6 Certificate of Adjustment

The Corporation shall, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this Article 7, deliver a certificate of the Corporation to the Subscription Receipt Agent specifying the nature of the event requiring such adjustment or readjustment and the amount of the adjustment or readjustment necessitated thereby and setting out in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Corporation's auditors verifying such calculation.

7.7 Notice of Special Matters

The Corporation covenants with the Subscription Receipt Agent that, so long as any Subscription Receipts remains outstanding, subject to compliance with applicable securities laws, it will give notice to the Subscription Receipt Agent and to the Holders of its intention to fix the record date for any event referred to in Section 7.1(a), Section 7.1(b), Section 7.1(c) and Section 7.1(d) which may give rise to an adjustment in the number of Underlying Shares or FT Shares. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice, if any, shall be given in each case not less than 14 days prior to such applicable record date, subject in all cases to the Corporation's compliance with applicable securities laws.

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7.8 Protection of Subscription Receipt Agent

The Subscription Receipt Agent:

(a) shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by 7.1, or to verify the nature or extent of any such adjustment when made or with respect to the method employed in making such adjustment;
(b) shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or other shares or other securities or property which may at any time be issued or delivered pursuant to the rights attaching to any Subscription Receipt;
(c) shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Subscription Receipts for the purpose of the conversion or subscription rights thereunder or to comply with any of the covenants contained in this Article 7;
(d) shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, servants or agents of the Corporation; and
(e) shall be entitled to act and rely and shall be protected in acting and relying upon the certificates of the Corporation or of the auditor of the Corporation and any other documents filed by the Corporation pursuant to Section 7.6, including but not limited to any adjustment calculation of the board of directors of the Corporation and the Corporation's auditors, and if a dispute shall at any time arise with respect to adjustments hereunder, the dispute shall be conclusively determined by the Corporation's auditors or if they are unable or unwilling to act, by such firm or independent chartered accountants as may be selected by the directors and any such determination shall, absent manifest error, be binding upon the Corporation, the Subscription Receipt Agent and all Holders.

ARTICLE 8 ENFORCEMENT

8.1 Suits by Holders

All or any of the rights conferred on the Holder by the terms of the Subscription Receipts or of this Indenture may be enforced by such Holder by appropriate legal proceedings but without prejudice to the right which is hereby conferred on the Subscription Receipt Agent to proceed in the name thereof or on behalf of the Holders to enforce each and every provision herein contained for the benefit of the Holders. The Subscription Receipt Agent shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may reasonably be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Holders.

8.2 Limitation of Liability

The obligations hereunder are not personally binding on, nor will resort hereunder be had to the private property of, any past, present or future Director, shareholder, officer, employee or agent of the Corporation, but only the property of the Corporation shall be bound in respect hereof.

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ARTICLE 9 MEETINGS OF HOLDERS

9.1 Right to Convene Meetings

(a) Convening of Meeting: The Subscription Receipt Agent may at any time and from time to time convene a meeting of the Holders, and will do so on receipt of a Written Request of the Corporation or a Holders' Request and on being funded and indemnified to its reasonable satisfaction by the Corporation or by one or more of the Holders signing such Holders' Request against the costs which it may incur in connection with calling and holding such meeting.
(b) Failure to Convene: If the Subscription Receipt Agent fails, within five Business Days after receipt of such Written Request of the Corporation or Holders' Request, funding and indemnification, to give notice convening a meeting, the Corporation or any of such Holders, as the case may be, may convene such meeting.
(c) Place of Meeting: Every such meeting will be held in Toronto, Ontario or such other place as is approved or determined by the Subscription Receipt Agent and the Corporation. Any meeting held pursuant to this Article 9 may be done through a virtual or electronic meeting platform, subject to the Subscription Receipt Agent's capabilities at the time.

9.2 Notice

(a) Notice: At least ten Business Days' notice of any meeting must be given to the Holders, to the Subscription Receipt Agent (unless the meeting has been called by it) and to the Corporation (unless the meeting has been called by it).
(b) Contents: The notice of the meeting must state the date and time when and the place where the meeting is to be held and must state briefly the general nature of the business to be transacted thereat and shall contain such information as reasonably necessary to enable the Holders to make a reasoned decision on the matter, but it will not be necessary for the notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 9.

9.3 Chair

The individual (who need not be a Holder) designated in writing by the Subscription Receipt Agent will be chair of the meeting or, if no individual is so designated or the individual so designated is not present within 15 minutes after the time fixed for the holding of the meeting, the Holders present in person or by proxy may choose another individual present to be chair.

9.4 Quorum

(a) Quorum: Subject to the provisions of Section 9.12 hereof, at any meeting of Holders, a quorum will consist of Holders present in person or by proxy at the commencement of the meeting holding in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding.
(b) No Quorum: If a quorum of Holders is not present within 30 minutes after the time fixed for holding a meeting, the meeting, if summoned by Holders or on a Holders' Request, will

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be dissolved, but, subject to Section 9.12 hereof, in any other case will be adjourned to the third following Business Day at the same time and place and no notice of the adjournment need be given.

(c) Adjourned Meeting: At the adjourned meeting the Holders present in person or by proxy will form a quorum and may transact any business for which the meeting was originally convened notwithstanding the number of Subscription Receipts that they hold.

9.5 Power to Adjourn

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

9.6 Show of Hands

Every question submitted to a meeting, other than an Extraordinary Resolution, will be decided in the first place by a majority of the votes given on a show of hands and, unless a poll is duly demanded as herein provided, a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority will be conclusive evidence of the fact.

9.7 Poll

(a) Extraordinary Resolution: On every Extraordinary Resolution, and on every other question submitted to a meeting on which a poll is directed by the chair or requested by one or more Holders acting in person or by proxy and holding in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding, a poll will be taken in such manner as the chair directs.
(b) Other: Questions other than those required to be determined by Extraordinary Resolution will be decided by a majority of the votes cast on the poll.

9.8 Voting

On a show of hands each person present and entitled to vote, whether as a Holder or as proxy for one or more absent Holders, or both, will have one vote, and on a poll each Holder present in person or represented by a proxy duly appointed by instrument in writing will be entitled to one vote in respect of each Subscription Receipt held by such Holder. A proxy need not be a Holder.

9.9 Regulations

(a) Ability to Make: The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make or vary such regulations as it thinks fit:
(i) for the form of instrument appointing a proxy, the manner in which it must be executed, and verification of the authority of a person who executes it on behalf of a Holder;
(ii) governing the places at which and the times by which instruments appointing proxies must be deposited;

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(iii) generally for the calling of meetings of Holders and the conduct of business thereof; and
(iv) for the deposit of 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 sent by mail, facsimile or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the meeting is to be held and for voting pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting.

Any regulations so made will be binding and effective and the votes given in accordance therewith will be valid and will be counted.

(b) Recognition: Except as such regulations provide, the only persons who will be recognized at a meeting as the Holders of any Subscription Receipts, or as entitled to vote or, subject to Section 9.10 hereof, to be present at the meeting in respect thereof, will be the registered Holders of such Subscription Receipts or persons holding proxies on their behalf.

9.10 Corporation, Subscription Receipt Agent and Underwriters may be Represented

The Corporation, the Subscription Receipt Agent and the Underwriters by their respective employees, officers or directors, and Counsel, counsel of the Subscription Receipt Agent, and counsel of the Underwriters may attend any meeting of Holders, but will have no vote as such.

9.11 Powers Exercisable by Extraordinary Resolution

In addition to all other powers conferred on them by the other provisions of this Indenture or by law, the Holders at a meeting will have the power, exercisable from time to time by Extraordinary Resolution:

(a) to assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of any right of the Holders or, with the consent of the Subscription Receipt Agent (such consent not to be unreasonably withheld), of the Subscription Receipt Agent in its capacity as agent hereunder or on behalf of the Holders against the Corporation, whether such right arises under this Indenture or otherwise, which shall be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any indenture supplemental hereto in connection therewith;
(b) to amend, alter or repeal any Extraordinary Resolution previously passed;
(c) subject to arrangements as to financing and indemnity satisfactory to the Subscription Receipt Agent, to direct or authorize the Subscription Receipt Agent to enforce any obligation of the Corporation under this Indenture or to enforce any right of the Holders in any manner specified in the Extraordinary Resolution;
(d) to direct or authorize the Subscription Receipt Agent to refrain from enforcing any obligation or right referred to in Section 9.11(c);
(e) to waive and direct the Subscription Receipt Agent to waive any default by the Corporation in complying with any provision of this Indenture, either unconditionally or on any condition specified in the Extraordinary Resolution;

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(f) to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Holders, such of the powers of the Holders as are exercisable by Extraordinary Resolution;
(g) to restrain any Holder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any obligation of the Corporation under this Indenture or to enforce any right of the Holders;
(h) to direct any Holders who, as such, has brought any suit, action or proceeding, to stay or discontinue or otherwise deal therewith on payment of the costs, charges and expenses reasonably and properly incurred by him in connection therewith;
(i) to assent to any change in or omission from the provisions contained in the Certificates and this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation or, with the consent of the Subscription Receipt Agent, such consent not to be unreasonably withheld, concerning any such right of the Subscription Receipt Agent, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;
(j) 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 holders of any shares or other securities of the Corporation; or
(k) from time to time and at any time to remove the Subscription Receipt Agent and appoint a successor Subscription Receipt Agent.

9.12 Meaning of "Extraordinary Resolution"

(a) Meaning: The expression "Extraordinary Resolution" when used in this Indenture means, subject to the provisions of this Section 9.12 and of Section 9.15 and Section 9.16 hereof, a motion proposed at a meeting of Holders duly convened for that purpose and held in accordance with the provisions of this Article 9 at which there are present in person or by proxy Holders holding in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding and passed by the affirmative votes of Holders who hold in the aggregate not less than 66 2/3% of the total number of Subscription Receipts represented at the meeting and voted on the motion.
(b) Quorum: If, at a meeting called for the purpose of passing an Extraordinary Resolution, the quorum required by Section 9.12(a) hereof is not present in person or by proxy within thirty (30) minutes after the time appointed for the meeting, the meeting, if convened by Holders or on a Holders' Request, will be dissolved, but in any other case will stand adjourned to such day, being not less than five Business Days or more than ten Business Days later, and to such place and time, as is appointed by the chair.
(c) Notice: Not less than three Business Days' notice must be given to the Holders of the time and place of such adjourned meeting.
(d) Form of Notice: The notice must state that at the adjourned meeting the Holders present in person or by proxy will form a quorum, but it will not be necessary to set forth the purposes for which the meeting was originally called or any other particulars.

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(e) Quorum at Adjourned Meeting: At the adjourned meeting the Holders present in person or by proxy will form a quorum and may transact any business for which the meeting was originally convened, and a motion proposed at such adjourned meeting and passed by the requisite vote as provided in Section 9.12(a) hereof will be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Holders holding in the aggregate 10% of the total number of Subscription Receipts outstanding may not be present.
(f) Poll: Votes on an Extraordinary Resolution must always be given on a poll and no demand for a poll on an Extraordinary Resolution will be necessary.

9.13 Powers Cumulative

Any one or more of the powers, and any combination of the powers, in this Indenture stated to be exercisable by the Holders by Extraordinary 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 such powers from time to time will not prevent the Holders from exercising such power or powers or combination of powers thereafter from time to time.

9.14 Minutes

Minutes of all resolutions passed and proceedings taken at every meeting of the Holders will be made and duly entered in books from time to time provided for such purpose by the Subscription Receipt Agent at the expense of the Corporation, and any such minutes, if signed by the chair of the meeting at which such resolutions were passed or such proceedings were taken, will 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 have been so made, entered and signed will be deemed to have been duly convened and held, and all resolutions passed and proceedings taken thereat to have been duly passed and taken.

9.15 Instruments in Writing

Any action that may be taken and any power that may be exercised by Holders at a meeting held as provided in this Article 9 may also be taken and exercised by Holders who hold in the aggregate not less than 50% of the total number of Subscription Receipts at the time outstanding or in the case of an Extraordinary Resolution, Holders who hold in the aggregate not less than 66 2/3% of the total number of Subscription Receipts at the time outstanding, by their signing, each in person or by attorney duly appointed in writing, an instrument in writing in one or more counterparts, and the expression "Extraordinary Resolution" when used in this Indenture includes a resolution embodied in an instrument so signed.

9.16 Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 9 at a meeting of Holders will be binding on all Holders, whether present at or absent from the meeting and whether voting for or against the resolution or abstaining, and every instrument in writing signed by Holders in accordance with Section 9.15 hereof will be binding on all Holders, whether signatories thereto or not, and every Holder and the Subscription Receipt Agent (subject to the provisions for its indemnity herein contained) will be bound to give effect accordingly to every such resolution and instrument in writing.

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9.17 Evidence of Holders

Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Holders, including a Holders' Request, may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Holders in person or by attorney duly appointed in writing. Proof of the execution of any such request or other instrument or of a writing appointing any such attorney or (subject to the provisions of this Article 9 with regard to voting at meetings of Holders) of the holding by any person of Subscription Receipts shall be sufficient for any purpose of this Indenture if the fact and date of execution by any person of such request or other instrument or writing is proved by a certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, to the effect that the person signing such request or other instrument in writing acknowledged to him the execution thereof or by an affidavit of a witness of 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. The Subscription Receipt Agent may, nevertheless, in its discretion require further proof in cases where it deems further proof desirable or may accept such other proof as it shall consider proper.

9.18 Holdings by the Corporation and Subsidiaries Disregarded

In determining whether Holders holding the required total number of Subscription Receipts are present in person or by proxy for the purpose of constituting a quorum, or have voted or consented to a resolution, Extraordinary Resolution, consent, waiver, Holders' Request or other action under this Indenture, a Subscription Receipt held by the Corporation or by a Subsidiary of the Corporation will be deemed to be not outstanding. The Corporation shall provide the Subscription Receipt Agent with a certificate of the Corporation providing details of any Subscription Receipts held by the Corporation or by a Subsidiary of the Corporation upon the written request of the Subscription Receipt Agent.

ARTICLE 10 SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES

10.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the Corporation and the Subscription Receipt Agent may, without the consent of the Holders and subject to the provisions of this Indenture, execute and deliver amendments, agreements or instruments 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 the Subscription Receipt Agent, relying on the opinion of Counsel to the Corporation;
(b) setting forth any adjustments resulting from the application of the provisions of Article 7;
(c) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants and obligations of the Corporation under this Indenture;
(d) adding to the provisions hereof such additional covenants and enforcement provisions as are necessary or advisable, provided that the same are not in the opinion of the Subscription

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Receipt Agent, relying on the opinion of Counsel to the Corporation, prejudicial to the interests of the Holders as a group;
(e) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(f) making such provisions not inconsistent with this Indenture 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 opinion of Counsel, prejudicial to the interests of the Holders as a group;
(g) adding to, deleting or amending the provisions hereof in respect of the transferability of Subscription Receipts;
(h) making provision for the exchange of Subscription Receipts and making any modification in the form of the Certificates which does not affect the substance thereof;
(i) modifying any of the provisions of this Indenture or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel to the Corporation, such modification or relief impairs any of the rights of the Holders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(j) for any other purpose not inconsistent with the terms of this Indenture, 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 opinion of Counsel to the Corporation, the rights of the Subscription Receipt Agent and the Holders as a group are not materially prejudiced thereby.

10.2 Successor Entities

In the case of the amalgamation, consolidation, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another person (a "successor entity"), the successor entity resulting from the amalgamation, consolidation, merger or transfer (if not the Corporation) shall be bound by the provisions hereof and all obligations for the due and punctual performance and observance of each and every covenant and obligation contained in this Indenture to be performed by the Corporation and the successor entity shall by supplemental agreement satisfactory in form to the Subscription Receipt Agent, acting reasonably, and executed and delivered to the Subscription Receipt Agent, expressly assume those obligations.

ARTICLE 11 CONCERNING SUBSCRIPTION RECEIPT AGENT

11.1 Applicable Legislation

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, the mandatory requirement will prevail. The Corporation and the

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Subscription Receipt Agent each will at all times in relation to this Indenture and any action to be taken hereunder observe and comply with and be entitled to the benefits of Applicable Legislation.

11.2 Rights and Duties of Subscription Receipt Agent

(a) Duty of Subscription Receipt Agent: In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Subscription Receipt Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances.
(b) No Relief from Liability: No provision of this Indenture will be construed to relieve the Subscription Receipt Agent from liability for its own grossly negligent act, wilful misconduct, fraud or bad faith.
(c) Actions: The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding in connection herewith, including, without limitation, for the purpose of enforcing any right of the Subscription Receipt Agent or the Holders hereunder is on the condition that the Subscription Receipt Agent shall have received a Holders' Request specifying the act, action or proceeding which the Subscription Receipt Agent is requested to take and, when required by notice to the Holders by the Subscription Receipt Agent, the Subscription Receipt Agent is furnished by one or more Holders with sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and hold it and its officers, directors, employees, affiliates and agents harmless against the costs, charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.
(d) Funding: No provision of this Indenture will require the Subscription Receipt Agent to expend or risk its own funds or otherwise incur liability in the performance of any of its duties or in the exercise of any of its rights or powers unless it is so indemnified and funded.
(e) Deposit of Subscription Receipts: 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 Certificates held by them, for which certificates the Subscription Receipt Agent will issue receipts.
(f) Restriction: Every provision of this Indenture that relieves the Subscription Receipt Agent of liability or entitles it to rely on any evidence submitted to it is subject to the provisions of Applicable Legislation.
(g) Accountability for Profit: Other than as may be contemplated pursuant to the terms of this Indenture, the Subscription Receipt Agent shall not be liable to account to anyone for the profit it may receive, if any, while holding the Escrowed Funds.

11.3 Evidence, Experts and Advisers

(a) Certificate of the Corporation: If, in the administration of the duties of this Indenture, the Subscription Receipt Agent deems it necessary or desirable that any matter be proved or established by the Corporation, prior to taking or suffering any action hereunder, the Subscription Receipt Agent may accept, act, and rely upon, and shall be protected in

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accepting, acting, and relying upon, a certificate of the Corporation as conclusive evidence of the truth of any fact relating to the Corporation or its assets therein stated and proof of the regularity of any proceedings or actions associated therewith, but the Subscription Receipt Agent may in its discretion require further evidence or information before acting or relying on any such certificate.

(b) Evidence: In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation will 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 reasonably requires by written notice to the Corporation.
(c) Reliance by Subscription Receipt Agent: In the exercise of any right or duty hereunder the Subscription Receipt Agent, if it is acting in good faith, may act and rely, and shall be protected in so acting and relying, as to the truth of any written notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, 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 and believed by the Subscription Receipt Agent to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties, 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 Indenture. The Subscription Receipt Agent may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable.
(d) Condition Precedent: Whenever it is provided in this Indenture or under Applicable Legislation 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.
(e) Statutory Declaration: Whenever Applicable Legislation requires that evidence referred to in Section 11.3(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.
(f) Proof of Execution: Proof of the execution of any document or instrument in writing, including a Holders' Request, by a Holder may be made by the certificate of a notary public, 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 that the Subscription Receipt Agent considers 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.

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(g) Experts: The Subscription Receipt Agent may consult, employ or retain such counsel, accountants, appraisers or other experts or advisers as it reasonably requires for the purpose of determining and discharging its rights and duties hereunder and may pay the reasonable remuneration and disbursements for all services so performed by any of them, without taxation of costs of any Counsel, and will not be responsible for any misconduct or negligence on the part of any of them. The Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees 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.

11.4 Documents, Money, Etc. held by Subscription Receipt Agent

(a) Safekeeping: Any security, documents of title or other instrument that may at any time be held by the Subscription Receipt Agent subject to the provisions of this Indenture hereof may be placed in the deposit vaults of the Subscription Receipt Agent or placed in the deposit vaults of any Canadian chartered bank or deposited for safekeeping with any such bank.
(b) Withholdings: If the Subscription Receipt Agent is required to withhold or deduct any amount in respect of taxes in accordance with this Indenture, the Subscription Receipt Agent will make such withholding or deduction and will remit the full amount withheld or deducted to the relevant governmental entity as and when required by applicable laws.
(c) Interest: Subject to the terms herein, the Interest payable by the Subscription Receipt Agent will belong to the Holders.

11.5 Action by Subscription Receipt Agent to Protect Interests

The Subscription Receipt Agent will have power to institute and to maintain such actions and proceedings as it considers necessary or expedient to protect or enforce its interests and the interests of the Holders.

11.6 Subscription Receipt Agent Not Required to Give Security

The Subscription Receipt Agent will not be required to give any bond or security in respect of the execution or administration of the agency, duties and obligations and powers of this Indenture.

11.7 Protection of Subscription Receipt Agent

(a) Protection: By way of supplement to the provisions of any law for the time being relating to subscription receipt agents, it is expressly declared and agreed that:
(i) the Subscription Receipt Agent shall have no duties except those expressly set forth herein;
(ii) the Subscription Receipt Agent will not be liable for or by reason of, or required to substantiate, any statement of fact, representation or recital in this Indenture or in the Certificates (except the representation contained in Section 11.10 or in the

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Authentication of the Subscription Receipt Agent on the Certificates), but all such statements or recitals are and will be deemed to be made by the Corporation;
(iii) nothing herein contained will impose on the Subscription Receipt Agent any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;
(iv) the Subscription Receipt Agent will not be bound to give notice to any person of the execution hereof;
(v) 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;
(vi) the Subscription Receipt Agent 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 Indenture, 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;
(vii) notwithstanding any other provisions of this Indenture, no duty or responsibility whatsoever shall rest upon the Subscription Receipt Agent to determine compliance by any transferor or transferee of Subscription Receipts with the terms of any legend affixed or deemed to be affixed on the Certificates or Uncertificated Subscription Receipts, or with the relevant securities laws or regulations, and the Subscription Receipt Agent shall be entitled to assume that all transfers of Subscription Receipts are legal and proper;
(viii) the Subscription Receipt Agent is in no way responsible for the use by the Corporation of the proceeds of the issue hereunder, nor is the Subscription Receipt Agent bound to make any inquiry or investigation as to the performance by the Corporation of the Corporation's covenants hereunder;
(ix) the Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, the Subscription Receipt Agent, due to a lack of information or instructions, or otherwise in its sole judgment, acting reasonably, determines that such act is conflicting with or contrary to the terms of this Indenture or the law or regulation of any jurisdiction or any order or directive of any court, governmental agency or other regulatory body;
(x) the Subscription Receipt Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of its Counsel, may involve it in expense or liability, unless the Corporation shall, so often as required, furnish the Subscription Receipt Agent with satisfactory indemnity and funding against such expense or liability, and this provision shall survive the resignation or removal of the Subscription Receipt Agent or the termination or discharge of this Indenture;
(xi) 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

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herewith except arising out of its own gross negligence, wilful misconduct, fraud or bad faith;
(xii) the Subscription Receipt Agent will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach by the Corporation of any obligation or warranty herein contained or of any act of any director, officer, employee or agent of the Corporation;
(xiii) 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;
(xiv) the Subscription Receipt Agent shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means provided that they are sent in accordance with the provisions hereof;
(xv) 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;
(xvi) in the event that any of the funds provided to the Subscription Receipt Agent hereunder are received by it in the form of an uncertified cheque or bank draft, the Subscription Receipt Agent shall be entitled to delay the time for release of such funds until such uncertified cheque has cleared at the financial institution upon which the same is drawn, and the Subscription Receipt Agent will disburse monies according to this Indenture only to the extent that monies have been deposited with it.
(xvii) 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 Interest) with the Subscription Receipt Agent at the time of disbursement; and
(xviii) notwithstanding the foregoing or any other provision of this Indenture, 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 Indenture 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 Indenture, 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

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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. This subsection shall survive the resignation or removal of the Subscription Receipt Agent and/or the termination or discharge of this Indenture.

(b) Indemnity: 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 (excluding loss of profits), actions, causes of action, suits, proceedings, liabilities, damages, costs, charges, penalties, taxes, assessments, judgments, disbursements and expenses (including reasonable expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Indenture 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 hereunder, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Indenture (unless arising from Subscription Receipt Agent's gross negligence, wilful misconduct, fraud 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/or the termination or discharge of this Indenture.

11.8 Replacement of Subscription Receipt Agent

(a) Resignation: The Subscription Receipt Agent may resign and be discharged from all further duties and liabilities hereunder, except as provided in this section, by giving to the Corporation and the Lead Underwriter not less than 60 days' notice in writing or, if a new subscription receipt agent has been appointed, such shorter notice as the Corporation accepts as sufficient provided that such resignation and discharge shall be subject to the appointment of a successor thereto in accordance with the provisions hereof.
(b) Removal: The Holders by Extraordinary Resolution may at any time remove the Subscription Receipt Agent and appoint a new subscription receipt agent.
(c) Appointment of New Subscription Receipt Agent: If the Subscription Receipt Agent so resigns or is so removed or is dissolved, becomes bankrupt, goes into liquidation or otherwise becomes incapable of acting hereunder, the Corporation will forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Holders.

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(d) Failure to Appoint: Failing such appointment by the Corporation, the retiring Subscription Receipt Agent or any Holder may apply at the expense of the Corporation to the Court, on such notice as the Court directs, for the appointment of a new subscription receipt agent.
(e) New Subscription Receipt Agent: Any new subscription receipt agent appointed under this Section 11.8 must be a corporation authorized to carry on the business of a transfer agent or trust company in Toronto, Ontario 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 to the Corporation, 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.
(f) Notice of New Subscription Receipt Agent: On the appointment of a new subscription receipt agent, the Corporation will promptly give notice thereof to the Lead Underwriter and the Holders in accordance with Section 12.2(a) hereof.
(g) Successor Subscription Receipt Agent: A corporation into or with which the Subscription Receipt Agent is merged or consolidated or amalgamated, or a corporation succeeding to the corporate trust business of the Subscription Receipt Agent, will be the successor to the Subscription Receipt Agent hereunder without any further act on its part or on the part of any party hereto if such corporation would be eligible for appointment as a new subscription receipt agent under Section 11.8(e) hereof.
(h) Certificates: A Certificate Authenticated but not delivered by a predecessor Subscription Receipt Agent may be delivered by the new or successor subscription receipt agent in the name of the predecessor Subscription Receipt Agent or successor subscription receipt agent. In case at any time any of the Certificates have not been countersigned, a Certificate may be countersigned either in the name of the predecessor Subscription Receipt Agent or successor subscription receipt agent, and in all such cases such Certificates will have the full force provided in the Certificates and in this Indenture.

11.9 Acceptance of Duties and Obligations

The Subscription Receipt Agent hereby accepts the duties and obligations in this Indenture declared and provided for and agrees to perform them on the terms and conditions herein set forth. The Subscription Receipt Agent accepts the duties and responsibilities under this Indenture solely as custodian, bailee and agent. No trust is intended to be or will be created hereby, and the Subscription Receipt Agent shall owe no duties hereunder as a trustee.

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11.10 Conflict of Interest

The Subscription Receipt Agent represents to the Corporation that to the best of its knowledge at the time of the execution and delivery hereof, no material conflict of interest exists between its role as agent hereunder and its role in any other capacity and if a material conflict of interest arises hereafter it will, within 90 days after ascertaining that it has such material conflict of interest, either eliminate the conflict of interest or resign its duties and obligations hereunder.

11.11 Subscription Receipt Agent Not Required to Give Notice of Default

The Subscription Receipt Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; 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 Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained therein. Any such notice shall in no way limit any discretion herein given to the Subscription Receipt Agent to determine whether or not the Subscription Receipt Agent shall take action with respect to any default.

11.12 Anti-Money Laundering

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, anti-terrorist or sanctions legislation, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or sanctions legislation, regulation or guideline, then it shall have the right to resign on ten days' written notice to the Corporation provided (i) that the Subscription Receipt Agent's written notice shall describe the circumstances of such non-compliance to the extent permitted by such applicable anti-money laundering, anti-terrorist or sanctions legislation, regulation or guideline; and (ii) that if such circumstances are rectified to the Subscription Receipt Agent's satisfaction within such ten-day period, then such resignation shall not be effective.

ARTICLE 12 GENERAL

12.1 Notice to the Corporation, Subscription Receipt Agent and the Lead Underwriter

(a) Notice: Unless herein otherwise expressly provided, a notice to be given hereunder to the Corporation, the Subscription Receipt Agent or the Lead Underwriter will be validly given if delivered or if sent by registered letter, postage prepaid, or if sent by electronic transmission (if no notice of failed delivery of such transmission is received by the sender):
(i) if to the Corporation:

Li-FT Power Ltd. 1218 – 1030 West Georgia Street Vancouver, British Columbia V6E 2Y3

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Attention: Francis MacDonald | Andrew Marshall

Email: [Redacted: Email addresses]

with a copy to (which will not constitute notice):

McCarthy Tétrault LLP Suite 5300 TD Bank Tower Box 48, 66 Wellington Street West Toronto ON M5K 1E6

Attention: Shaun Khullar

Email: [Redacted: Email address]

(ii) if to the Subscription Receipt Agent:

ODYSSEY TRUST COMPANY Trader's Bank Building 1100 – 67 Yonge Street Toronto ON M5E 1J8

Attention: Corporate Trust

Email: [Redacted: Email address]

(iii) if to the Underwriters, to the Lead Underwriter (on behalf of the Underwriters):

Canaccord Genuity Corp. 40 Temperance Street, Suite 2100 Toronto, Ontario M5H 0B4

Attention: Matt Reimer

Email: [Redacted: Email address]

with a copy to (which will not constitute notice):

Cassels Brock & Blackwell LLP Suite 3200, Bay Adelaide Centre – North Tower 40 Temperance St. Toronto, ON M5H 0B4 Canada

Attention: Chad Accursi

Email: [Redacted: Email address]

and any such notice delivered or sent in accordance with the foregoing prior to 5:00 p.m. (Toronto time) on a Business Day will be deemed to have been received on the date of delivery or electronic transmission or, if mailed, on the second Business Day following the day of the mailing of the notice. The original of any document sent by electronic transmission to the Subscription Receipt Agent shall be subsequently mailed to the Subscription Receipt Agent upon request.

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(b) Change of Address: The Corporation, the Subscription Receipt Agent and the Lead Underwriter, as the case may be, may from time to time notify each of the other parties hereto in the manner provided in Section 12.1(a) hereof of a change of address which, from the effective date of such notice and until changed by like notice, will be the address of the Corporation, the Subscription Receipt Agent or the Lead Underwriter, as the case may be, for all purposes of this Indenture.
(c) Postal Interruption: If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving Canadian postal employees, a notice to be given to any of the parties hereunder could reasonably be considered unlikely to reach or likely to be delayed in reaching its destination, the notice will be valid and effective only if it is delivered to an officer of the party to which it is addressed. Any notice delivered in accordance with the foregoing will be deemed to have been received on the date of delivery to such officer.

12.2 Notice to Holders

(a) Notice: Unless herein otherwise expressly provided, a notice to be given hereunder to Holders will be deemed to be validly given if the notice is sent by ordinary surface or air mail, postage prepaid, addressed to the Holders or delivered (or so mailed to certain Holders and so delivered to the other Holders) at their respective addresses appearing on any of the registers of Holders described in Section 3.1 hereof, provided, however, that if, by reason of a strike, lockout or other work stoppage, actual or threatened, involving Canadian postal employees, the notice could reasonably be considered unlikely to reach or likely to be delayed in reaching its destination, the notice will be valid and effective only if it is so delivered or is given by publication twice in the Report on Business section in the national edition of The Globe and Mail.
(b) Joint Holders: 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.
(c) Date of Notice: A notice so given by mail or so delivered will be deemed to have been given on the first Business Day after it has been mailed or on the day on which it has been delivered, as the case may be, and a notice so given by publication will be deemed to have been given on the day on which it has been published as required. In determining under any provision hereof the date when notice of a meeting or other event must be given, the date of giving notice will be included and the date of the meeting or other event will be excluded. 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.

12.3 Satisfaction and Discharge of Indenture

Upon the earlier of (i) the issuance of the Underlying Shares and FT Shares required to be issued in compliance with the provisions hereof and payment of all consideration as provided for in Section 6.3(a) upon satisfaction of the Escrow Release Conditions; and (ii) the payment of all consideration pursuant to Section 6.3(b) upon delivery of a Termination Notice, this Indenture will cease to be of further effect and, on demand of and at the cost and expense of the Corporation and on delivery to the Subscription Receipt Agent of a Certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with and on payment to the Subscription Receipt Agent of

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the fees and other remuneration payable to the Subscription Receipt Agent, the Subscription Receipt Agent will execute proper instruments acknowledging the satisfaction of and discharging of this Indenture.

12.4 Sole Benefit of Parties and Holders

Nothing in this Indenture or the Certificates, expressed or implied, will 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 Indenture or the Certificates, 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.

12.5 Discretion of Directors

Any matter provided herein to be determined by the Directors will be determined by the Directors in their sole discretion, acting reasonably, and a determination so made will be conclusive.

12.6 Force Majeure

No party shall be liable to any other party, or held in breach of this Indenture, 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, pandemics, epidemics, 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 Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 12.6. For greater clarity, in the event any party is prevented or hindered from providing an original signature on a direction or document associated with this Indenture by any of the circumstances described in this Section, the parties agree to accept a digital signature as a replacement of the original signature, such digital signature having the same value as the original signature for the purposes of this Indenture and this Section.

12.7 Privacy Consent

The parties acknowledge 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 Indenture and other services that may be requested from time to time;
(b) to help the Subscription Receipt Agent manage its servicing 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.

Each party 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 Indenture 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. The Subscription Receipt Agent may transfer personal information to other companies in or outside of

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Canada that provide data processing and storage or other support in order to facilitate the services it provides.

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 Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

12.8 Counterparts and Formal Date

This Indenture may be executed (including by electronic signature) in several counterparts and may be delivered in PDF format by email, each of which when so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of their execution will be deemed to be dated as of the date of this Indenture.

12.9 Electronic Copies

Each of the parties hereto shall be entitled to rely on delivery of a PDF copy via email of this Indenture and acceptance by each such party of any such PDF copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have executed this Indenture as of the day and year first above written.

LI-FT POWER LTD.

By: /s/ "Francis MacDonald"

Name: Francis MacDonald Title: Chief Executive Officer

CANACCORD GENUITY CORP.

By: /s/ "Matthew Reimer"

Name: Matthew Reimer

Title: Director, Investment Banking

ODYSSEY TRUST COMPANY

By: /s/ "Brett Higgs"

Name: Brett Higgs

Title: Managing Director, Corporate

Trust

By: /s/ "Amy Douglas"

Name: Amy Douglas

Title: Managing Director, Corporate

Trust

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SCHEDULE "A" FORM OF HD SUBSCRIPTION RECEIPT CERTIFICATE

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 30, 2026."

And if applicable under the policies of the TSXV, the additional legend as follows:

For U.S. Subscription Receipt Holders:

Certificate Number:	CUSIP
Number of Subscription Receipts:	ISIN

SUBSCRIPTION RECEIPTS

LI-FT POWER LTD.

(a corporation existing under the laws of British Columbia)

THIS IS TO CERTIFY THAT, for value received, ● (the "holder") is the registered holder of the number of subscription receipts ("Subscription Receipts") specified above of Li-FT Power Ltd. (the "Corporation") and is thereby entitled, without payment of any additional consideration or further action, to be issued, immediately after the Escrow Release Time (as defined in the Subscription Receipt Indenture hereinafter referred to), one common share of Corporation (each an "Underlying Share").

This Subscription Receipt Certificate represents Subscription Receipts of the Corporation issued under the provisions of a subscription receipt indenture (which indenture, together with all instruments supplemental or ancillary thereto, is herein referred to as the "Subscription Receipt Indenture") dated as of January 29, 2026, among the Corporation, Odyssey Trust Company (the "Subscription Receipt Agent") and Canaccord Genuity Corp. (the "Lead Underwriter"). Reference is hereby made for particulars of the rights of the holders of the Subscription Receipts, the Corporation, the Subscription Receipt Agent and the Lead Underwriter in respect thereof and of the terms and conditions upon which the Subscription Receipts are issued and held, all to the same effect as if the provisions of the Subscription Receipt Indenture were herein

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set forth in full, and to all of which the holder, by acceptance hereof, assents. In the event of a conflict between the provisions of this Subscription Receipt Certificate and the Subscription Receipt Indenture, the terms of the Subscription Receipt Indenture shall govern. All capitalized terms used but not defined in this Subscription Receipt Certificate shall have the meaning ascribed thereto in the Subscription Receipt Indenture. The Corporation will furnish to the holder, on request, a copy of the Subscription Receipt Indenture.

The Subscription Receipts represented by this Subscription Receipt Certificate will be automatically converted into Underlying Shares by the Subscription Receipt Agent for and on behalf of the holder upon satisfaction of the Escrow Release Conditions prior to the Escrow Release Deadline and the holder will be a holder of the Underlying Shares issuable on the conversion of such Subscription Receipts without additional consideration or the taking of any further action by the holder. For greater certainty, the Subscription Receipts represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing automatic conversion.

Pursuant to the Subscription Receipt Indenture, the Escrow 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 Indenture, which notice will inform the Subscription Receipt Agent of the satisfaction of the Escrow Release Conditions, will advise the Subscription Receipt Agent of the conversion of the Subscription Receipts into Underlying Shares, and will instruct the Subscription Receipt Agent to pay the Escrowed Funds in accordance with the Subscription Receipt Indenture.

In the event that (i) the Escrow Release Notice is not delivered to the Subscription Receipt Agent prior to the Escrow Release Deadline, or (ii) a Termination Notice is delivered to the Subscription Receipt Agent by the Corporation, all of the Subscription Receipts shall, without any action on the part of the holders thereof (including the surrender of Subscription Receipt Certificates), be cancelled by the Subscription Receipt Agent. In such event, the holder will be entitled to receive, and the Subscription Receipt Agent and the Corporation shall pay to the holder, the aggregate amount of \$4.30 per Subscription Receipt together with the Interest earned thereon, less any withholding tax required by applicable law to be withheld in respect thereof, all as more particularly set out in the Subscription Receipt Indenture.

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

On and after the date of conversion of the Subscription Receipts represented by this Subscription Receipt Certificate, the holder will have no rights hereunder except to the Underlying Shares issued to such holder and their portion of Pro Rata Interest.

No Underlying Shares 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.

The Subscription Receipt Indenture contains provisions making binding on all holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by holders of a specified majority of all outstanding Subscription Receipts.

The Subscription Receipts represented by this Subscription Receipt Certificate are non-transferable.

The Subscription Receipts and Underlying Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of

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the United States and are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may be offered, sold, pledged, or otherwise transferred, directly or indirectly, only pursuant to a registration statement effective under the U.S. Securities Act or pursuant to an exemption from registration thereunder and similar exemptions under all applicable state securities law.

The holding of this Subscription Receipt Certificate will not constitute the holder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as otherwise provided in the Subscription Receipt Indenture. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Indenture and this Subscription Receipt Certificate, the terms of the Subscription Receipt Indenture shall prevail.

This Subscription Receipt Certificate will not be valid for any purpose until it has been Authenticated by or on behalf of the Subscription Receipt Agent for the time being under the Subscription Receipt Indenture.

Time is of the essence hereof.

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IN WITNESS WHEREOF 2026.	the Corporation has caused this Subscription Receipt Certificate to be signed by its officers or other individuals duly authorized in that behalf as of the day of,
	LI-FT POWER LTD.
	By: Authorized Signatory
Subscription Receipt Indenture.	This Subscription Receipt Certificate is one of the Subscription Receipt Certificates referred to in the
Countersigned this day of, 2026.
	ODYSSEY TRUST COMPANY
	By: Authorized Signatory

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SCHEDULE "B" FORM OF FT SUBSCRIPTION RECEIPT CERTIFICATE

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 30, 2026."

And if applicable under the policies of the TSXV, the additional legend as follows:

Certificate Number:				CUSIP
Number	of	FT	Subscription	ISIN
Receipts:

FT SUBSCRIPTION RECEIPTS

LI-FT POWER LTD.

(a corporation existing under the laws of British Columbia)

THIS IS TO CERTIFY THAT, for value received, ● (the "holder") is the registered holder of the number of "flow-through" subscription receipts ("FT Subscription Receipts") specified above of Li-FT Power Ltd. (the "Corporation") and is thereby entitled to subscribe, at the Escrow Release Time (as defined in the Subscription Receipt Indenture hereinafter referred to), for one FT Share (as defined in the Subscription Receipt Indenture) in respect of each FT Subscription Receipt held pursuant to the FT Subscription and Renunciation Agreement (as defined in the Subscription Receipt Indenture).

This FT Subscription Receipt Certificate represents FT Subscription Receipts of the Corporation issued under the provisions of a subscription receipt indenture (which indenture, together with all instruments supplemental or ancillary thereto, is herein referred to as the "Subscription Receipt Indenture") dated as of January 29, 2026, among the Corporation, Odyssey Trust Company (the "Subscription Receipt Agent") and Canaccord Genuity Corp. (the "Lead Underwriter"). Reference is hereby made for particulars of the rights of the holders of the FT Subscription Receipts, the Corporation, the Subscription Receipt Agent and the Lead Underwriter in respect thereof and of the terms and conditions upon which the FT Subscription Receipts are issued and held, all to the same effect as if the provisions of the Subscription Receipt Indenture were herein set forth in full, and to all of which the holder, by acceptance hereof, assents. In the event of a conflict between the provisions of this FT Subscription Receipt Certificate and the Subscription Receipt Indenture, the terms of the Subscription Receipt Indenture shall govern. All capitalized terms used but not defined in this FT Subscription Receipt Certificate shall have the meaning ascribed thereto in the Subscription Receipt Indenture. The Corporation will furnish to the holder, on request, a copy of the Subscription Receipt Indenture.

Upon satisfaction of the Escrow Release Conditions at or before the Escrow Release Deadline: (i) each FT Subscription Receipt will entitle the holder thereof to subscribe for one FT Share pursuant to a FT Subscription and Renunciation Agreement; (ii) the Subscription Receipt Agent will release from escrow

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and deliver to the Corporation and/or the Lead Underwriter on behalf of the holder the portion of the Escrowed Funds held by the Subscription Receipt Agent on behalf of the holder in respect of the holder's cancelled FT Subscription Receipts as the remaining payment of the subscription price for the FT Shares; and (iii) upon acceptance by the Corporation of such FT Subscription and Renunciation Agreement, the Corporation shall issue FT Shares to the holder pursuant to such FT Subscription and Renunciation Agreement.

Upon acceptance by the Corporation of the holder's FT Subscription and Renunciation Agreement and the subsequent payment to the holder of the holder's portion of Pro Rata Interest and issuance of the FT Shares to the holder pursuant to such FT Subscription and Renunciation Agreement, the holder will have no further rights hereunder.

Pursuant to the Subscription Receipt Indenture, the Escrow 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 Indenture, which notice will inform the Subscription Receipt Agent of the satisfaction of the Escrow Release Conditions and will instruct the Subscription Receipt Agent to pay the Escrowed Funds in accordance with the Subscription Receipt Indenture.

In the event that (i) the Escrow Release Notice is not delivered to the Subscription Receipt Agent prior to the Escrow Release Deadline, or (ii) a Termination Notice is delivered to the Subscription Receipt Agent by the Corporation, all of the FT Subscription Receipts shall, without any action on the part of the holders thereof (including the surrender of FT Subscription Receipt Certificates), be cancelled by the Subscription Receipt Agent. In such event, the holder will be entitled to receive, and the Subscription Receipt Agent and the Corporation shall pay to the holder, the aggregate amount of \$6.88 per FT Subscription Receipt together with the Interest earned thereon, less any withholding tax required by applicable law to be withheld in respect thereof, all as more particularly set out in the Subscription Receipt Indenture.

The holder of this FT Subscription Receipt is cautioned that in the event that the FT Subscription Receipts are deemed to be cancelled, a cheque will be mailed or delivered to the latest address of record of the registered holder or alternative form of payment will be made to such FT Subscription Receipt holder.

No FT Shares will be issued pursuant to any FT Subscription and Renunciation Agreement if the issue of such security would constitute a violation of the securities laws of any applicable jurisdiction.

The Subscription Receipt Indenture contains provisions making binding on all holders of FT Subscription Receipts outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by holders of a specified majority of all outstanding FT Subscription Receipts.

The FT Subscription Receipts represented by this FT Subscription Receipt Certificate are non-transferable.

The FT Subscription Receipts and FT Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may be offered, sold, pledged, or otherwise transferred, directly or indirectly, only pursuant to a registration statement effective under the U.S. Securities Act or pursuant to an exemption from registration thereunder and similar exemptions under all applicable state securities law.

The holding of this FT Subscription Receipt Certificate will not constitute the holder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as otherwise provided in

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the Subscription Receipt Indenture. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Indenture and this FT Subscription Receipt Certificate, the terms of the Subscription Receipt Indenture shall prevail.

This FT Subscription Receipt Certificate will not be valid for any purpose until it has been Authenticated by or on behalf of the Subscription Receipt Agent for the time being under the Subscription Receipt Indenture.

Time is of the essence hereof.

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IN WITNESS WHEREOF signed by its officers or other individuals duly authorized in that behalf as of the day of , 2026.	the Corporation has caused this FT Subscription Receipt Certificate to be
	LI-FT POWER LTD.
	By: Authorized Signatory
This FT Subscription Receipt Certificate is one of the FT Subscription Receipt Certificates referred to in the Subscription Receipt Indenture.
Countersigned this day of, 2026.
	ODYSSEY TRUST COMPANY
	By: Authorized Signatory

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SCHEDULE "C" CONDITIONS PRECEDENT CERTIFICATE

TO: CANACCORD GENUITY CORP., CORMARK SECURITIES INC. and SCP RESOURCE FINANCE LP (the "Underwriters")

Reference is made to the subscription receipt indenture dated as of January 29, 2026 (the "Subscription Receipt Indenture") among Li-FT Power Ltd. (the "Corporation"), Odyssey Trust Company and Canaccord Genuity Corp. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to such terms in the Subscription Receipt Indenture.

This Conditions Precedent Certificate is being provided to the Underwriters pursuant to the Subscription Receipt Indenture and the undersigned hereby certify, for and on behalf of the Corporation, and not in any personal capacity, that:

(i) all required board, shareholder and regulatory approvals in connection with the Acquisition as explicitly set out in the Definitive Agreement have been received; and
(ii) all conditions precedent to the Acquisition, substantially in accordance with the terms of the Definitive Agreement, have been completed, satisfied or irrevocably waived (to the extent capable of waiver).

[Remainder of page intentionally left blank. Signature page follows.]

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LI-FT POWER LTD.

Per:

Name: Francis MacDonald

Title: President and Chief Executive Officer

Per:

Name: Andrew Marshall Title: Chief Financial Officer

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SCHEDULE "D" ESCROW RELEASE NOTICE

TO: ODYSSEY TRUST COMPANY

Reference is made to the subscription receipt indenture dated January 29, 2026 (the "Subscription Receipt Indenture") among Li-FT Power Ltd. (the "Corporation"), Odyssey Trust Company (the "Subscription Receipt Agent") and Canaccord Genuity Corp. (the "Lead Underwriter"). Unless otherwise defined herein, words and terms with the initial letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Indenture.

The Subscription Receipt Agent is hereby notified that the Escrow Release Conditions have been satisfied (or, to the extent applicable, waived) in full in accordance with the Subscription Receipt Indenture, and, accordingly, the Subscription Receipt Agent is hereby irrevocably directed and authorized, in accordance with the Subscription Receipt Indenture, to release, in accordance with Section 6.3 of the Subscription Receipt Indenture:

(a) to the Lead Underwriter, on behalf of the Corporation and pursuant to the Underwriting Agreement, the remaining 50% of the Underwriters' Fee, being \$●, by means of a wire transfer of immediately available funds to the bank account indicated in the attached;
(b) to each of the Holders, the Pro Rata Interest (less any withholding tax required to be withheld in respect thereof) in accordance with the calculations attached hereto; and
(c) to the Corporation (or as the Corporation may direct), \$●, representing the balance of the Escrowed Funds (less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred payable by the Corporation), by means of a wire transfer of immediately available funds to the bank account indicated in the attached.

This Escrow Release Notice, which may be signed in counterparts and delivered by email or other electronic means, is irrevocable and shall constitute your good and sufficient authority for taking the actions described herein.

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DATED this day of, 2026.
		LI-FT POWER LTD.
	By:	Name: Title:
ACKNOWLEDGED AND AGREED	to this day of, 2026	by:
		CANACCORD GENUITY CORP.
	By:	Name: Title:

AI assistant

Li-FT Power Ltd. — Capital/Financing Update 2026

48303_rns_2026-02-06_4687e36a-6f13-4e47-9b82-71ebdce74e53.pdf

LI-FT POWER LTD.

ODYSSEY TRUST COMPANY

CANACCORD GENUITY CORP.

SUBSCRIPTION RECEIPT INDENTURE

TABLE OF CONTENTS

TABLE OF CONTENTS

SUBSCRIPTION RECEIPT INDENTURE

A M O N G :

AND WHEREAS the Corporation has agreed that:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation

1.3 Applicable Law

1.4 Meaning of "outstanding" for Certain Purposes

ARTICLE 2 SUBSCRIPTION RECEIPTS

2.1 Creation and Issue of Subscription Receipts and Escrowed Funds

2.2 Terms of Subscription Receipts

2.3 Form of Subscription Receipts

2.4 Uncertificated Subscription Receipts

2.5 Signing of Certificates

2.6 Authentication by Subscription Receipt Agent

2.7 Subscription Receipts to Rank Pari Passu

2.8 Issue in Substitution for Lost Certificates, Etc.

2.9 Holder not a Shareholder

ARTICLE 3 REGISTRATION, TRANSFERABILITY AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND EXCHANGE OF CERTIFICATES

3.1 Registration of Subscription Receipts

3.2 Exchange of Certificates

3.3 No Charges for Exchange

3.4 Ownership of Subscription Receipts

ARTICLE 4 CONVERSION OF HD SUBSCRIPTION RECEIPTS AND SUBSCRIPTION OF FT SHARES AND CANCELLATION OF FT SUBSCRIPTION RECEIPTS

4.1 Conversion of HD Subscription Receipts and Subscription of FT Shares and Cancellation of FT Subscription Receipts

4.2 Effect of Conversion or Subscription and Cancellation

4.3 Fractions

4.4 Recording

4.5 Securities Restrictions

ARTICLE 5 COVENANTS

5.1 General Covenants of the Corporation

5.2 Remuneration and Expenses of Subscription Receipt Agent

5.3 Notice of Issue

5.4 Securities Qualification Requirements

5.5 Performance of Covenants by Subscription Receipt Agent

5.6 Enforceability of Subscription Receipts

ARTICLE 6 DEPOSIT OF PROCEEDS AND CANCELLATION OF SECURITIES

6.1 Deposit of Escrowed Proceeds in Escrow

6.2 Investment of Escrowed Funds

6.3 Release of Escrowed Funds

6.4 Escrowed Funds Held

6.5 Representation Regarding Third Party Interests

ARTICLE 7 ADJUSTMENTS

7.1 Adjustment of Number of Underlying Shares and FT Shares

7.2 No Adjustment for Stock Options etc.

7.3 Determination by Corporation's Auditors

7.4 Proceedings Prior to Any Action Requiring Adjustment

7.5 Action Requiring Adjustment

7.6 Certificate of Adjustment

7.7 Notice of Special Matters

7.8 Protection of Subscription Receipt Agent

ARTICLE 8 ENFORCEMENT

8.1 Suits by Holders

8.2 Limitation of Liability

ARTICLE 9 MEETINGS OF HOLDERS

9.1 Right to Convene Meetings

9.2 Notice

9.3 Chair

9.4 Quorum

9.5 Power to Adjourn

9.6 Show of Hands

9.7 Poll

9.8 Voting

9.9 Regulations

9.10 Corporation, Subscription Receipt Agent and Underwriters may be Represented

9.11 Powers Exercisable by Extraordinary Resolution

9.12 Meaning of "Extraordinary Resolution"

9.13 Powers Cumulative

9.14 Minutes

9.15 Instruments in Writing

9.16 Binding Effect of Resolutions

Li-FT Power Ltd. Capital/Financing Update 2026