McFarlane Lake Mining Limited — Capital/Financing Update 2022

Jan 15, 2022

SUPPLEMENTAL WARRANT INDENTURE

THIS SUPPLEMENTAL INDENTURE made effective this 14th day of January, 2022 (the "Effective Time").

AMONG:

MCFARLANE LAKE MINING INCORPORATED, a corporation

existing under laws of the Province of Ontario,

(hereinafter called the "Corporation")

• and -

ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta

(hereinafter called, the "Warrant Agent")

• and -

MCFARLANE LAKE MINING LIMITED, a corporation existing under laws of the Province of Ontario,

(hereinafter called the "Resulting Issuer")

WHEREAS:

• A. the Corporation entered into a warrant indenture with the Warrant Agent dated as of December 9, 2021 (the "Indenture") providing for the issuance of up to 15,184,375 Warrants, each Warrant being exercisable at a price of $0.60 until the date that is 36 months following the date of the Indenture;
• B. as part of a business combination (the "Business Combination") between the Corporation, 1287401 B.C. Ltd. ("128") and 1000034047 Ontario Inc. ("128 Subco"), the Corporation has completed an amalgamation with 128 Subco, a wholly-owned subsidiary of 128 (the "Amalgamation") and, as of the date hereof, the Corporation is a wholly-owned subsidiary of the Resulting Issuer;
• C. pursuant to the Amalgamation, all of the issued and outstanding Warrants of the Corporation issued pursuant to the Indenture shall be exchanged for Resulting Issuer Warrants on a 1:1 basis;
• D. the Resulting Issuer will effect the exchange of the issued and outstanding Warrants for Resulting Issuer Warrants in accordance with the terms of the Amalgamation by issuing new Warrants pursuant to the Indenture as supplemented by this supplemental indenture (this "Supplemental Indenture");
• E. as of the Effective Time, in accordance with Section 8.2 of the Indenture, the Resulting Issuer will assume the due and punctual performance and observance of each and every covenant and condition of the Indenture to be performed and observed by the Corporation, and the Resulting Issuer Warrants shall be valid and binding obligations of the Resulting Issuer entitling the holders of the Resulting Issuer Warrants, as against the Resulting Issuer, to all the rights of Warrantholders under the Indenture; and

F. the Corporation, the Resulting Issuer and the Warrant Agent wish to enter into this Supplemental Indenture pursuant to Section 5.6 of the Indenture, to provide for the foregoing, amongst other matters set forth herein.

NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSES that, in consideration of the premises and the covenants of the parties, it is hereby agreed and declared as follows:

• 1. All capitalized terms not expressly defined in this Supplemental Indenture shall have the meaning ascribed thereto in the Indenture.
• 1. All of the issued and outstanding Warrants of the Corporation issued pursuant to the Indenture as of the date hereof be and hereby are exchanged for, and the Resulting Issuer shall issue, Resulting Issuer Warrants on a 1:1 basis.
• 1. In accordance with Section 8.2 of the Indenture, the Resulting Issuer does hereby assume the due and punctual performance and observance of all of the covenants and conditions of the Indenture that were to be performed by the Corporation and on the basis that the Resulting Issuer Warrants issued on exchange of Warrants are deemed to be issued on the original date of issue of such Warrants.
• 1. Where the Indenture refers to Common Shares or Warrant Shares, or an obligation of the Corporation to issue or deliver Common Shares or Warrant Shares, the provisions of the Indenture will be read mutatis mutandis to reflect that the Resulting Issuer will issue or deliver Resulting Issuer Shares or Resulting Issuer Warrant Shares, as the case may be.
• 1. In addition to, and notwithstanding the generality of Section 4 of this Supplemental Indenture and the mutatis mutandis language contained therein, and for greater certainty, in order to fulfil, to the extent possible, the intent and provisions of 5.6 of the Indenture, the following specific amendments are hereby made to the following provisions of the Indenture:
  • (a) on and from the Effective Time, references to the "Corporation" in the Indenture will mean and refer to the Resulting Issuer and/or the Corporation as the context requires;
  • (b) on and from the Effective Time, Schedule "A" of the Indenture, being the form of Warrant Certificate including the form of transfer and warrant exercise form, be and is hereby deleted in its entirety and replaced with Schedule "A" hereto; and
  • (c) on and from the Effective Time, Schedule "B" of the Indenture, being a form of declaration for removal of legend, be and is hereby deleted in its entirety and replaced with Schedule "B" hereto.
• 1. The Resulting Issuer represents and warrants that the Resulting Issuer Warrants shall be valid and binding obligations of the Resulting Issuer entitling the holders of the Resulting Issuer Warrants, as against the Resulting Issuer, to all of the rights of Warrantholders under the Indenture, as supplemented hereby.
• 1. All other terms and conditions of the Indenture remain the same, in full force and effect.
• 1. This Supplemental Indenture shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario contract.

[Remainder of page intentionally left blank]

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

MCFARLANE LAKE MINING INCORPORATED

By: signed "Mark Trevisiol"

Authorized Signing Officer

ODYSSEY TRUST COMPANY

• By: Authorized Signing Officer signed "Dan Sander"
• By: Authorized Signing Officer signed "Amy Douglas"

MCFARLANE LAKE MINING LIMITED

By: Authorized Signing Officer signed "Mark Trevisiol"

SCHEDULE "A" FORM OF WARRANT

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) DECEMBER 9, 2021, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."

[FOR U.S. PURCHASERS ONLY] "THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF 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 ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATIONUNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

WARRANT

To acquire Common Shares of

MCFARLANE LAKE MINING LIMITED

(existing pursuant to the laws of Ontario)

Warrant Certificate for _____________________

Certificate No. ● Warrants, each entitling the holder to acquire one Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below))

CUSIP: 58046P116

ISIN: CA58046P1163

THIS IS TO CERTIFY THAT, for value received,

(the "Warrantholder") is the registered holder of the number of common share purchase warrants (the "Warrants") of McFarlane Lake Mining Limited (the "Corporation") specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture (as defined herein) to purchase at any time before 5:00 p.m. (Toronto time) (the "Expiry Time") on December 9, 2024 (the "Expiry Date") at the Exercise Price, one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a "Common Share") for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.

The Warrants evidenced hereby are exercisable at or before the Expiry Time on the Expiry Date after which time the Warrants evidenced hereby shall be deemed to be void and of no further force or effect.

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

• (a) duly completing and executing the exercise form (the "Exercise Form") attached hereto; and
• (b) surrendering this warrant certificate (the "Warrant Certificate"), with the Exercise Form to Odyssey Trust Company (the "Warrant Agent") at the principal office of the Warrant Agent, in the city of Calgary, Alberta, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal offices as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $0.60 per Common Share (the "Exercise Price").

These Warrants and the Common Shares issuable upon exercise hereof 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. These Warrants may not be exercised by or on behalf of a U.S. Person or a person in the United States unless the Warrants and the Common Shares have been registered under the U.S. Securities Act and applicable state Securities Laws or an exemption from such registration requirements is available. Certificates representing Common Shares issued in the United States or to U.S. Persons will bear a legend restricting the transfer and exercise of such securities under applicable United States federal and state Securities Laws. "United States" and "U.S. Person" are as defined in Regulation S under the U.S. Securities Act.

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Warrants not then exercised. No fractional Common Shares will be issued upon exercise of any Warrant and no compensation will be paid in lieu thereof.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture dated as of December 9, 2021 (which indenture together with the supplemental indenture dated January 14, 2021 and all other instruments supplemental or ancillary thereto is herein referred to as the "Warrant Indenture") between the Corporation and the Warrant Agent, as warrant agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

On presentation at the principal offices of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates reflecting in the aggregate the same number of Warrants as the Warrant Certificate(s) so exchanged.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants holding a specific majority of the all then outstanding Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Calgary, Alberta, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

[Signature page follows]

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of the ___ day of _______________, 202_.

MCFARLANE LAKE MINING LIMITED

By:

Authorized Signatory

Countersigned and Registered by:

ODYSSEY TRUST COMPANY

By:

Authorized Signatory

Date:

FORM OF TRANSFER

ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.

TO: MCFARLANE LAKE MINING LIMITED

c/o ODYSSEY TRUST COMPANY

300 5th Avenue SW, Suite 1230

Calgary, Alberta T2P 3C4

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to _____________________________________________________________________________________

_______________________________________________________________________(print name and address) the Warrants of McFarlane Lake Mining Limited (the "Corporation") represented by this Warrant Certificate and hereby irrevocable constitutes and appoints ____________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

DATED this ____ day of_________________, 202_.
	)
SPACE FOR GUARANTEES OF	)
SIGNATURES (BELOW)	)
	)	Signature of Transferor
	)
	)
Guarantor's Signature/Stamp	)	Name of Transferor
	)
	)

Warrants shall only be transferable in accordance with the Warrant Indenture and all applicable laws. Without limiting the foregoing, if the Warrant Certificate bears a legend restricting the transfer of the Warrants except pursuant to registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), this Form of Transfer must be accompanied by the documentation called for in subsection 2.9(1) of the Warrant Indenture.

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed in accordance with the transfer agent's then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

• Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The guarantor must affix a stamp bearing the actual words "Medallion Guaranteed", with the correct prefix covering the face value of the certificate.

• Canada: A Signature Guarantee obtained from the guarantor must affix a stamp bearing the actual words "Signature Guaranteed". Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a "Signature & Authority to Sign Guarantee" stamp affixed to the transfer (as opposed to a "Signature Guarantee" Stamp) obtained from an authorized officer of a major Canadian Schedule 1 chartered bank.
• USA: The undersigned confirms that this Warrant is being transferred (please check one):
  • □ to the Corporation;
  • □ outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and the undersigned has furnished to the Trustee such documentation as the Trustee or the Corporation has reasonably requested, including, if requested, an opinion of Counsel;
  • □ in accordance with Rule 144A ("Rule 144A") under the U.S. Securities Act to a person who the undersigned reasonably believes is a Qualified Institutional Buyer, as such term is defined in Rule 144A, that is purchasing for its own account or for the account of one or more Qualified Institutional Buyers and to whom notice is given that the offer, sale, pledge or transfer is being made in reliance on Rule 144A;
  • □ in accordance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, and the undersigned has provided a legal opinion of Counsel of recognized standing, satisfactory to the Corporation, acting reasonably, to the effect that the sale of such securities is not required to be registered under the U.S. Securities Act;
  • □ pursuant to an effective registration statement under the U.S. Securities Act;
  • □ in another transaction that does not require registration under the U.S. Securities Act, and the undersigned has provided a legal opinion of Counsel of recognized standing, satisfactory to the Corporation, acting reasonably, to the effect that the sale of such securities is not required to be registered under the U.S. Securities Act;

and in each case such transfer is in accordance with any applicable Securities Laws of any state of the United States.

• Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

WARRANT EXERCISE FORM

ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.

TO: McFarlane Lake Mining Limited (the "Corporation")

AND TO: Odyssey Trust Company (the "Warrant Agent")

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire _____________ (A) common shares of the Corporation ("Common Shares").

Exercise Price Payable: ________________________________________________

((A) multiplied by $0.60, subject to adjustment)

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby represents, warrants and certifies as follows:

(only one of the following must be checked)

• A. The undersigned holder at the time of exercise of the Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or a person in the United States; and (c) represents and warrants that the exercise of the Warrants and the acquisition of the Warrant Shares occurred in an "offshore transaction" (as defined under Regulation S under the United States Securities Act of 1933, as amended) (the "U.S. Securities Act"); OR
• B. The undersigned holder is the original U.S. purchaser of subscription receipts under which the Warrants were issued, and the representations and warranties contained in the Subscription Agreement under which the Units were purchased remain true and correct on the date of this exercise; OR
• C. The undersigned holder has delivered to the Warrant Agent an opinion of Counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the exercise of the Warrants and the issuance of the Common Shares does not require registration under the U.S. Securities Act or any applicable state Securities Laws.

The undersigned holder understands that unless box A above is checked, the certificate representing the Common Shares will be issued in definitive physical certificated form and bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state Securities Laws unless an exemption from registration is available (as described in the Warrant Indenture and the subscription documents). "U.S. Person" and "United States" are as defined under Regulation S under the U.S. Securities Act.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby further acknowledges that the Corporation will rely upon our confirmations, acknowledgements and agreements set forth herein, and agrees to notify the Corporation promptly in writing if any of the representations or warranties herein ceases to be accurate or complete.

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Name(s) in Full	Address(es)	Number of CommonShares

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all exigible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to McFarlane Lake Mining Limited c/o Odyssey Trust Company 1230, 300 5th Ave SW, Calgary Alberta T2P 3C4 (original copy).

DATED this ____day of _____, 202_.

	))
Witness	)))))	(Signature of Warrantholder, to be the sameas it appears on the face of this WarrantCertificate. If an entity, the signatoryrepresents that he or she has authority to bindsuch entity and duly execute this form.)
	)	Name of Warrantholder

Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

SCHEDULE "B" FORM OF DECLARATION FOR REMOVAL OF LEGEND

Terms Used Herein Have the Meanings Given to Them by Rule 902 of SEC Regulation S (See Below).

To: MCFARLANE LAKE MINING LIMITED (the "Corporation") and ODYSSEY TRUST COMPANY, as the Warrant Agent for the Warrants of the Corporation.

The undersigned Seller (as defined below) in connection with the sale of Warrants hereby represents that:

• (a) it acknowledges that the sale of the securities of the Corporation to which this certificate relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act");
• (b) it is not an "affiliate" (as defined in Rule 405 under the U.S. Securities Act) of the Corporation, a "distributor" as defined in Regulation S or an "affiliate" of a "distributor";
• (c) the offer of the Warrants was not made to a person in the United States and either (1) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (2) the transaction was executed on or through the facilities of a "designated offshore securities market" (as such term is defined in Regulation S) such as the Canadian Securities Exchange or the Toronto Stock Exchange, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States or a U.S. Person;
• (d) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any "directed selling efforts" (as such term is defined in Regulation S) in the United States in connection with the offer and sale of the Warrants;
• (e) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act);
• (f) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities; and
• (g) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act.

The undersigned understands that the Corporation, its warrant agent and others are relying upon the representations contained in this declaration. The undersigned agrees to and does hereby indemnify and hold the Corporation, its warrant agent, the undersigned's broker-dealer (if any), and their directors, officers, employees, agents and legal Counsel (each an "Indemnified Party") harmless from and against any claim against any Indemnified Party and against any other loss, cost, damage or expense to any Indemnified Party as a result of the material inaccuracy of any representation made by the undersigned in this Declaration, including, without limitation, all expenses, reasonable attorney's fees and court costs.

Name of Seller (Please Print)

By: ________________________________________________

____________________________________________________

Signature of Seller

Date: ______________________________________________

AFFIRMATION BY SELLER'S BROKER-DEALER [if any]

We have read the foregoing representations of our customer designated in this Declaration (the "Seller") with regard to our sale, for such Seller's account, of the securities described therein, and we hereby affirm that, following due inquiry, we are of the belief that (1) the buyer is not a "U.S. Person," and (2) that, to the best of our knowledge and belief, all other statements made therein are full, true and correct, (1) no offer to sell the Warrants was made to a person in the United States; (2) the sale of the Warrants will be executed in, on or through the facilities of the Neo Exchange/Canadian Securities Exchange/Toronto Stock Exchange/TSX Venture Exchange within ten (10) Trading Days of receiving a certificate representing the Warrants, and we will not knowingly sell the Warrants to any buyer in the United States; (3) no "directed selling efforts" will be made in the United States by the undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned; and (4) we will do no more than execute the order or orders to sell the Warrants as agent for the Seller and will receive no more than the usual and customary broker's commission that would be received by a person executing such transaction as agent.

Terms used herein have the meanings given to them

by Rule 902 of Regulation S (see below).

Name of Firm

By: ________________________________________________

____________________________________________________

____________________________________________________

Signature of Authorized Officer

Name of Authorized Officer (Please Print)

Date: ______________________________________________

Certain Terms Defined in Regulation S

Rule 902(c). Directed selling efforts. "Directed selling efforts" means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered in reliance on SEC Regulation S (Rule 901 through Rule 905, and Preliminary Notes). Such activity includes placing an advertisement in a publication with a general circulation in the United States that refers to the offering of securities being made in reliance upon this Regulation S.

Rule 902(k). U.S. Person. "U.S. Person" means:

• (i) Any natural person resident in the United States;
• (ii) Any partnership or corporation organized or incorporated under the laws of the United States;
• (iii) Any estate of which any executor or administrator is a U.S. Person;
• (iv) Any trust of which any trustee is a U.S. Person;
• (v) Any agency or branch of a foreign entity located in the United States;
• (vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
• (vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
• (viii) Any partnership or corporation if:
  • A. Organized or incorporated under the laws of any foreign jurisdiction; and
  • B. Formed by a U.S. Person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

The following are not "U.S. Persons":

• (i) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

• (ii) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if:

  • A. An executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and
  • B. The estate is governed by foreign law;

• (iii) Any trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person;

• (iv) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

• (v) Any agency or branch of a U.S. Person located outside the United States if:

  • A. The agency or branch operates for valid business reasons; and
  • B. The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

• (vi) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

Rule 902(l). United States.

"United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.