NiCAN Limited — Capital/Financing Update 2022

Apr 4, 2022

SUBSCRIPTION RECEIPT AGREEMENT

NICAN LIMITED

- and –

1287390 B.C. LTD.

- and -

TSX TRUST COMPANY

Dated as of March 30, 2022

ARTICLE 1 - INTERPRETATION 3
1.11.21.21.31.41.51.6	Definitions 3Interpretation 8Headings, Etc. 9Day not a Business Day 9Monetary References 9Conflict 9Meaning of "outstanding" for Certain Purposes 9
	ARTICLE 2 - ISSUE OF SUBSCRIPTION RECEIPTS 10
2.12.22.32.42.52.62.72.82.92.102.11	Issue of Subscription Receipts 10Payment Acknowledgement 10Description of HD Subscription Receipts 11Description of FT Subscription Receipts 12Form of Subscription Receipts 12CDS Subscription Receipts 13Signing of Subscription Receipt Certificates 15Authentication by Subscription Receipt Agent 15Subscription Receipts to Rank Pari Passu 16Issue in Substitution for Lost Subscription Receipt Certificates, etc. 16Subscription Receiptholder not a Shareholder 17
	ARTICLE 3 - SATISFACTION OF RELEASE CONDITIONS 17
3.13.23.33.4	Notice of Satisfaction of Escrow Release Conditions 17Issue and Delivery of Underlying Shares 17Payment on Termination 18Cancellation of Subscription Receipts 19
	ARTICLE 4 - REGISTRATION, TRANSFER AND OWNERSHIP OF SUBSCRIPTION RECEIPTS ANDEXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES 19
4.14.24.34.4	Registration and Transfer of Subscription Receipts 19Exchange of Subscription Receipt Certificates 21Charges for Exchange 21Ownership of Subscription Receipts 21
	ARTICLE 5 - CONVERSION OF SUBSCRIPTION RECEIPTS 22
5.15.25.35.4	Conversion of Subscription Receipts by Subscription Receipt Agent 22Effect of Conversion 22Recording 23Securities Restrictions 23
	ARTICLE 6 - COVENANTS 23
6.16.26.36.46.5	General Covenants 23Remuneration and Expenses of Subscription Receipt Agent 24Notice of Issue 24Securities Qualification Requirements 25Performance of Covenants by Subscription Receipt Agent 25
	ARTICLE 7 - DEPOSIT OF PROCEEDS AND CANCELLATION OF SUBSCRIPTION RECEIPTS 25
7.17.27.37.4	Deposit of Escrowed Proceeds in Escrow 25Investment of Escrowed Funds 25Release of Escrowed Funds on Satisfaction of Escrow Release Conditions 26Release of Escrowed Funds on Termination 26

7.5	Additional Payments by the Company 27
7.6	Withholding 27
7.77.8	Escrowed Funds 27Representation Regarding Third Party Interests 28
7.9	Tax Reporting 28
	ARTICLE 8 - ADJUSTMENTS 28
8.1	Adjustments 28
8.2	No Adjustment for Stock Options etc. 32
8.3	Determination by Company's Auditors 32
8.4	Proceedings Prior to Any Action Requiring Adjustment 32
8.5	Action Requiring Adjustment 32
8.6	Certificate of Adjustment 33
8.7	Notice of Special Matters 33
8.8	Protection of Subscription Receipt Agent 33
	ARTICLE 9 - ENFORCEMENT 33
9.1	Suits by Subscription Receiptholders 33
9.2	Limitation of Liability 34
	ARTICLE 10 - MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS 34
10.1	Right to Convene Meetings 34
10.2	Notice 34
10.3	Chairman 34
10.4	Quorum 34
10.5	Power to Adjourn 35
10.6	Show of Hands 35
10.710.8	Poll 35Voting 35
10.9	Regulations 36
10.10	The Company and Subscription Receipt Agent may be Represented 36
10.11	Powers Exercisable by Extraordinary Resolution 36
10.12	Meaning of "Extraordinary Resolution" 37
10.13	Power Cumulative 38
10.14	Minutes 38
10.15	Instruments in Writing 38
10.16	Binding Effect of Resolutions 39
10.17	Evidence of Subscription Receiptholders 39
10.18	Holdings by the Company and Subsidiaries Disregarded 39
	ARTICLE 11 - SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES 39
11.1	Provision for Supplemental Agreements for Certain Purposes 39
11.2	Successor Entities 40
	ARTICLE 12 - CONCERNING SUBSCRIPTION RECEIPT AGENT 40
12.1	Applicable Legislation 40
12.2	Rights and Duties of Subscription Receipt Agent 41
12.3	Evidence, Experts and Advisers 42
12.4	Documents, Money, etc. held by Subscription Receipt Agent 43
12.5	Action by Subscription Receipt Agent to Protect Interest 43
12.6	Subscription Receipt Agent Not Required to Give Security 43
12.7	Protection of Subscription Receipt Agent 43
12.812.9	Replacement of Subscription Receipt Agent 45Conflict of Interest 46
12.10	Acceptance of Duties and Obligations 46

ARTICLE 13 - GENERAL 46
13.1Notice 46
13.2Notice to Subscription Receiptholders 48
13.3Satisfaction and Discharge of Agreement 48
13.4Sole Benefit of Parties and Subscription Receiptholders 48
13.5Discretion of Directors 49
13.6Force Majeure 49
13.7Privacy Consent 49
13.8Electronic Copies 49
13.9Counterparts and Formal Date 49
13.10English Language 50
SCHEDULE "A" 1
SCHEDULE "B" 1
SCHEDULE "C" 1
SCHEDULE "D" 1

THIS SUBSCRIPTION RECEIPT AGREEMENT made as of March 30, 2022,

AMONG:

NICAN LIMITED, a corporation incorporated under the laws of the Province of Ontario,

(the "Company")

-and-

1287390 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia,

(the "390")

-and-

TSX TRUST COMPANY, a trust company existing under the laws of Canada,

(the "Subscription Receipt Agent")

WHEREAS upon closing of the Offering (as defined herein) the Company proposes to create, issue and sell: (i) 8,177,500 HD Subscription Receipts (as defined herein) at a price of $0.40 per HD Subscription Receipt; and (ii) 6,305,946 FT Subscription Receipts (as defined herein) at a price of $0.45 per FT Subscription Receipt, on a private placement basis;

AND WHEREAS the Offering is being completed in connection with the proposed amalgamation (the "Transaction") between the Company and 390 in accordance with the terms and conditions of the Definitive Agreement (as defined herein) to form Amalco (as defined herein);

AND WHEREAS each HD Subscription Receipt represents the right of the holder thereof to acquire one Common Share (as defined herein) of the Company subject to certain adjustments, for no additional consideration and without any further action on the part of the holder thereof, in the manner set forth herein;

AND WHEREAS each FT Subscription Receipt represents the right of the holder thereof to acquire one FT Share (as defined herein) of the Company subject to certain adjustments, for no additional consideration and without any further action on the part of the holder thereof, in the manner set forth herein;

AND WHEREAS the Company has agreed that:

• (a) pending satisfaction or waiver 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 escrow agent hereunder, unless otherwise directed, and invested in the manner set forth herein;

• (b) if the Escrow Release Conditions are satisfied or waived at or before the Escrow Release Deadline (as defined herein):

  • (i) the HD Subscription Receiptholders (as defined herein) will be entitled to receive without payment of additional consideration or the undertaking of any further action on the part of the HD Subscription Receiptholders, one Common Share (subject to adjustment as set out herein) for each HD Subscription Receipt then held;

• (ii) the FT Subscription Receiptholders (as defined herein) will be entitled to receive without payment of additional consideration or the undertaking of any further action on the part of the FT Subscription Receiptholders, one FT Share (subject to adjustment as set out herein) for each FT Subscription Receipt then held; and

• (iii) the Subscription Receipt Agent will release (x) the Escrowed Funds (as defined herein), less 50% of the Finder's Fees (as defined herein) to the Company, and (y) 50% of the Finder's Fees to the Finders (as defined herein), in accordance with the terms of this Agreement and the Escrow Release Notice (as defined herein);

• (c) if a Termination Event (as defined herein) occurs, the Subscription Receipts shall be cancelled and the Subscription Receiptholders shall be entitled to receive the greater of:

  • (i) in the case of the HD Subscription Receiptholders, (x) the aggregate HD Offering Price (as defined herein) for their HD Subscription Receipts; and (y) their pro rata share of the HD Escrowed Funds, less applicable withholding taxes, if any; and
  • (ii) and in the case of the FT Subscription Receiptholders, (x) the aggregate FT Offering Price (as defined herein) for their FT Subscription Receipts; and (y) their pro rata share of the FT Escrowed Funds, less applicable withholding taxes, if any;

AND WHEREAS pursuant to the Definitive Agreement, immediately following the conversion of the HD Subscription Receipts and FT Subscription Receipts, each Common Share and FT Share shall be exchanged for one Amalco Share (as hereinafter defined) and one Amalco Share issued on a "flow-through" basis, respectively;

AND WHEREAS the Subscription Receipt Agent has agreed to act as subscription receipt agent for the Subscription Receipts, and as escrow agent to receive 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 Subscription Receipts (as defined herein), when Authenticated (as defined herein) by the subscription receipt agent and issued as herein provided, legal, valid and binding obligations of the Company with the benefits of and subject to the terms of this Agreement;

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

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

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given, the receipt and sufficiency of which are hereby acknowledged by each of the Company and the Subscription Receipt Agent, the Company 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 Agreement, and the Company and the Subscription Receipt Agent hereby covenant, agree and declare as follows:

ARTICLE 1 - INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals, and in the Subscription Receipt Certificates (as defined herein), unless there is something in the subject matter or context inconsistent therewith:

• (a) "390" means 1287390 B.C. Ltd., a corporation incorporated under the laws of the Province of British Columbia;

• (b) "390 Shares" means the common shares in the capital of 390;

• (c) "Agreement" means this agreement, as amended, supplemented or otherwise modified from time to time;

• (c) "Amalco" means the amalgamated corporation continuing from the Amalgamation;

• (d) "Amalco Shares" means the common shares in the capital of Amalco;

• (e) "Amalgamation" means the amalgamation of the Company and 390 under the provisions of the OBCA on the terms and conditions set forth in the Definitive Agreement;

• (f) "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 Agreement;

• (g) "Applicable Procedures" means (a) with respect to any transfer or exchange of beneficial ownership interests in, or the exercise of Subscription Receipts represented by, an Uncertificated Subscription Receipt, the applicable rules, procedures or practices of the Depository in effect at the applicable time, and (b) with respect to any issuance, deposit or withdrawal of Subscription Receipts to or from an electronic position evidencing a beneficial ownership interest in Subscription Receipts represented by an Uncertificated Subscription Receipt, the rules, procedures or practices of the Depository and the Subscription Receipt Agent in effect at the applicable time with respect to the issuance, deposit or withdrawal of such positions;

• (h) "Approved Bank" has the meaning ascribed thereto in Section 7.2(a) hereof;

• (i) "Authenticated" means (i) with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the Company and authenticated by manual signature of an authorized officer of the Subscription Receipt Agent, (ii) 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 2.8(a) hereof are entered in the register of holders of Subscription Receipts; and "Authenticate" and "Authentication" have the appropriate correlative meanings;

• (j) "Book Entry Participants" means institutions that participate directly or indirectly in the Depository's book entry registration system for the Subscription Receipts;

• (k) "Business Day" means any day of the year which is not Saturday or Sunday or a statutory holiday in the Province of Ontario or any other day on which Canadian chartered banks in Ontario are generally closed;

• (l) "Certificated Subscription Receipt" means any Subscription Receipt which is evidenced by an instrument in writing substantially in the form of Schedule "A" attached hereto;

• (m) "Closing" means the closing of the Offering;

• (n) "Closing Date" means March 30, 2022, or such other date or dates as may be determined by the Company;

• (o) "Common Shares" means the common shares in the capital of the Company;

• (p) "Company" means NiCAN Limited, a corporation incorporated under the laws of the Province of Ontario, and includes any successor corporation to or of the Company;

• (q) "Consolidation" has the meaning ascribed to such term in the Definitive Agreement;

• (r) "Continuance" means the continuance of 390 out of the Province of British Columbia and into the Province of Ontario;

• (s) "Conversion Date" means the date the Company delivers the Escrow Release Notice in accordance with Section 3.1 hereof;

• (t) "Counsel" means a barrister and solicitor or lawyer or a firm of barristers and solicitors or lawyers, who may be counsel to the Company, acceptable to Subscription Receipt Agent;

• (u) "Current Market Price" of a Common Share at any date means the price per share equal to the volume weighted average trading price at which the Common Shares have traded on the TSXV or any stock exchange or, if the Common Shares are not listed on a stock exchange, then on the over- the-counter market, during the twenty (20) consecutive trading days prior to the relevant date, with the volume weighted average price per Common Share being determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or market, as the case may be, during the said twenty (20) consecutive trading days by the aggregate number of Common Shares so sold or, if the Common Shares are not listed or quoted on any stock exchange or over-the-counter market, then the Current Market Price shall be as determined by the Directors of the Company;

• (v) "Definitive Agreement" means the amalgamation agreement dated March 3, 2022 between the Company and 390, as may be amended or supplemented from time to time in accordance with its terms, including all schedules and appendices attached thereto, pursuant to which the Amalgamation will be completed;

• (w) "Depository" means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Company to act as depository in respect of the Subscription Receipts;

• (x) "Director" means a director of the Company, and reference without more to action by the directors means action by the directors of the Company as a board or, to the extent empowered, by a committee of the board, in each case by resolution duly passed;

• (y) "DRS Advice" means a direct registration system advice substantially in the form agreed to by the Company and the Subscription Receipt Agent and attached hereto as Schedule "C";

• (z) "Earned Interest" means the interest or other income earned, if any, on the investment of the applicable portion of the Escrowed Proceeds (or the reinvestment of such interest or

other income) from the date hereof to, but not including, the earlier of (i) the Release Date; and (ii) the Termination Date;

• (aa) "Escrow Release Conditions" means all of the following:

  • (i) The receipt of all required corporate, shareholder and regulatory approvals in connection with the Transaction, including, without limitation, the conditional approval of the TSXV for the listing of the Resulting Issuer Shares and any relevant listing documents having been accepted for filing with the TSXV;
  • (ii) The completion or the satisfaction of all conditions precedent to the Transaction, other than the filing of the articles of amalgamation of Amalco and the satisfaction of conditions precedent for which the release of the Escrowed Funds are required, substantially in accordance with the Definitive Agreement; and
  • (iii) the Company having delivered the Escrow Release Notice to the Subscription Receipt Agent;

• (bb) "Escrow Release Deadline" means 5:00 p.m. (Toronto time) on that date which is 120 days after the Closing Date;

• (cc) "Escrow Release Notice" means a written notice in substantially the form set out in Schedule "B" attached hereto executed by the Company confirming that the Escrow Release Conditions have been satisfied or waived in accordance with this Agreement;

• (dd) "Escrowed Funds" means collectively, the HD Escrowed Proceeds, the FT Escrowed Proceeds, the HD Earned Interest and the FT Earned Interest thereon;

• (ee) "Escrowed Proceeds" means collectively, the HD Escrowed Proceeds and the FT Escrowed Proceeds;

• (ff) "Extraordinary Resolution" has the meaning ascribed thereto in Section 10.12;

• (gg) "Finder" means certain eligible persons that introduced purchasers of Subscription Receipts under the Offering to the Company;

• (hh) "Finder's Fees" means a cash payment equal to 6.0% of the aggregate gross proceeds of of the subscribers participating in the Offering introduced by such Finders;

• (ii) "FT Earned Interest" means the interest or other income earned, if any, on the investment of the applicable portion of the FT Escrowed Proceeds (or the reinvestment of such interest or other income) from the date hereof to, but not including, the earlier of (i) the Release Date; and (ii) the Termination Date;

• (jj) "FT Escrowed Funds" means FT Escrowed Proceeds and the FT Earned Interest thereon;

• (kk) "FT Escrowed Proceeds" means the cash amount of $2,837,675.70, being the aggregate gross proceeds derived from the issue and sale of FT Subscription Receipts pursuant to the Offering, delivered to the Subscription Receipt Agent to be held in escrow on the terms and subject to the conditions of this Agreement;

• (ll) "FT Offering Price" means $0.45 per FT Subscription Receipt;

• (mm) "FT Shares" means a Common Share, issued on a "flow-through" basis and having the income tax attributes applicable to "flow-through shares" as that term is defined under the Tax Act;

• (nn) "FT Subscription Receipt" means the "flow-through" subscription receipts of the Company created and issued pursuant to Section 2.1 and authorized for issue hereunder and that have not at the particular time expired, converted or otherwise become null, void and of no further force or effect;

• (oo) "FT Subscription Receiptholders" means the registered holders from time to time of FT Subscription Receipts;

• (pp) "FT Subscription Receiptholders' Request" means an instrument, signed in one or more counterparts by FT Subscription Receiptholders who hold in the aggregate not less than 25% of the total number of FT Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;

• (qq) "HD Earned Interest" means the interest or other income earned, if any, on the investment of the applicable portion of the HD Escrowed Proceeds (or the reinvestment of such interest or other income) from the date hereof to, but not including, the earlier of (i) the Release Date; and (ii) the Termination Date;

• (rr) "HD Escrowed Funds" means HD Escrowed Proceeds and the HD Earned Interest thereon;

• (ss) "HD Escrowed Proceeds" means the cash amount of $3,089,761.65, being the aggregate gross proceeds of $3,271,000 derived from the issue and sale of HD Subscription Receipts pursuant to the Offering, less 50% of the Finder's Fees payable in connection with the Subscription Receipts sold pursuant to the Offering, delivered to the Subscription Receipt Agent to be held in escrow on the terms and subject to the conditions of this Agreement;

• (tt) "HD Offering Price" means $0.40 per HD Subscription Receipt;

• (uu) "HD Subscription Receipt" means the non-flow-through subscription receipts of the Company created and issued pursuant to Section 2.1 and authorized for issue hereunder and that have not at the particular time expired, converted or otherwise become null, void and of no further force or effect;

• (vv) "HD Subscription Receiptholders" means the registered holders from time to time of HD Subscription Receipts;

• (ww) "HD Subscription Receiptholders' Request" means an instrument, signed in one or more counterparts by HD Subscription Receiptholders who hold in the aggregate not less than 25% of the total number of HD Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;

• (xx) "hereto", "hereunder", "hereof", "herein", "hereby" and similar expressions mean or refer to this Agreement and any amendment or indenture, deed or instrument supplemental or ancillary hereto, and the expressions "Article" and "Section" followed by a number mean the specified article or section of this Agreement;

• (yy) "Indemnified Parties" has the meaning ascribed thereto in Section 12.7(b);

• (zz) "Internal Procedures" means in respect of the making of, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance

or registration of transfer of ownership) 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;

• (aaa) "OBCA" means the Business Corporations Act (Ontario);
• (bbb) "Offering" means the private placement offering in the Selling Jurisdictions of a minimum of 13,000,000 of any combination of HD Subscription Receipts and FT Subscription Receipts to be issued and sold by the Company pursuant to the subscription agreements for Subscription Receipts for minimum aggregate gross proceeds of $5,200,000;
• (ccc) "Person" includes an individual, corporation, partnership, joint venture, trustee, unincorporated organization or any other entity whatsoever, and words importing Persons have a similar extended meaning;
• (ddd) "Regulation S" means Regulation S under the U.S. Securities Act;
• (eee) "Release Date" means the date specified in the Escrow Release Notice for release of the Escrowed Funds in accordance with this Agreement following satisfaction or waiver of the Escrow Release Conditions;
• (fff) "Resulting Issuer" means Amalco upon completion of the Amalgamation and the listing of the Amalco Shares on the TSXV;
• (ggg) "Resulting Issuer Shares" means the common shares of the Resulting Issuer;
• (hhh) "Subscription Receipt Agent" means TSX Trust Company, including its successors and assigns;
• (iii) "Subscription Receipt Certificate" means a certificate representing one or more Subscription Receipts, substantially in the form attached hereto as Schedule "A";
• (jjj) "Subscription Receiptholders" or "holders" means, collectively, the HD Subscription Receiptholders and the FT Subscription Receiptholders;
• (kkk) "Subscription Receiptholders' Request" means, collectively, the HD Subscription Receiptholders' Request and the FT Subscription Receiptholders' Request;
• (lll) "Subscription Receipts" means, collectively, the HD Subscription Receipts and the FT Subscription Receipts;
• (mmm) "Termination Date" means the date on which the Termination Event occurs;
• (nnn) "Termination Event" means any one of:
  • (i) the failure of the Company to satisfy the Escrow Release Conditions prior to the Escrow Release Deadline; or
  • (ii) a public announcement by the Company, or notice from the Company to the Subscription Receipt Agent prior to the Escrow Release Deadline, that (A) it does not intend to satisfy the Escrow Release Conditions or (B) the Escrow Release Conditions are incapable of being satisfied by the Escrow Release Deadline;
• (ooo) "Termination Notice" means a written notice from the Company addressed to the Subscription Receipt Agent indicating that a Termination Event has occurred and directing

the Subscription Receipt Agent to return all Escrowed Funds to the Subscription Receiptholders in accordance with Section 7.4;

• (ppp) "Termination Time" means 5:00 p.m. (Toronto time) on the Termination Date;
• (qqq) "Transaction" means the amalgamation of the Company and 390, pursuant to the Definitive Agreement, as the same may be amended by the parties thereto, whereby (i) 390 will complete the Consolidation and the Continuance; (ii) the Company will amalgamate with 390 and continue as one entity; and (iii) all of the Common Shares, FT Shares and all of the 390 Shares will be cancelled and, in consideration therefor, the holders thereof will receive shares of the Resulting Issuer on the basis of one Resulting Issuer Share for one Common Share or 390 Share, as applicable and one Resulting Issuer Share issued on a "flow-through" basis for one FT Share;
• (rrr) "TSXV" means the TSX Venture Exchange;
• (sss) "Uncertificated Subscription Receipt" means any Subscription Receipt which is not a Certificated Subscription Receipt, including but not limited to any Subscription Receipt held through DRS Advice;
• (ttt) "Underlying Shares" means collectively, the Common Shares issuable upon conversion of the HD Subscription Receipts and the FT Shares issuable upon the conversion of the FT Subscription Receipts;
• (uuu) "United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
• (vvv) "U.S. Person" means a "U.S. person" as that term is defined in Rule 902(k) of Regulation S;
• (www) "U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;
• (xxx) "U.S. Accredited Investor" means an "accredited investor" as set forth in Rule 501(a) of Regulation D under the U.S. Securities Act;
• (yyy) "U.S. Purchasers" means an original purchaser of HD Subscription Receipts who was, at the time of purchase (a) a U.S. Person or a person in the United States, (b) any person that purchased HD Subscription Receipts on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) any person who receives or received an offer to acquire such HD Subscription Receipts while in the United States, and (d) any person who was in the United States at the time such person's buy order was made or the subscription agreement pursuant to which such HD Subscription Receipts were acquired was executed or delivered; and
• (zzz) "Written Request of the Company", "Written Direction of the Company" and "Certificate of the Company" mean a written order, request, consent, direction and certificate, respectively, signed in the name of the Company by any Director or officer of the Company or by any other individual to whom applicable 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

In this Agreement:

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

1.2 Headings, Etc.

The division of this Agreement into Articles, Sections and Subsections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or of a Subscription Receipt Certificate.

1.3 Day not a Business Day

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

1.4 Monetary References

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed and all payments to be made hereunder shall be made in Canadian dollars.

1.5 Conflict

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

1.6 Meaning of "outstanding" for Certain Purposes

Every Subscription Receipt Authenticated or countersigned and delivered by the Subscription Receipt Agent hereunder shall be deemed to be outstanding until the earlier of the Release Date and the Termination Date, provided however that:

• (a) where a Subscription Receipt Certificate has been issued in substitution for a Subscription Receipt Certificate which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the number of Subscription Receipts outstanding; and
• (b) for the purposes of any provision of this Agreement entitling Holders of outstanding Subscription Receipts to vote, sign consents, requests or other instruments or take any other action under this Agreement, Subscription Receipts owned legally or equitably by the Company or any subsidiary of the Company 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 - ISSUE OF SUBSCRIPTION RECEIPTS

2.1 Issue of Subscription Receipts

• (a) An aggregate of: (i) 8,177,500 HD Subscription Receipts are hereby created and authorized for issue at a price of $0.40 per HD Subscription Receipt; and (ii) 6,305,946 FT Subscription Receipts are hereby created and authorized for issue at a price of $0.45 per FT Subscription Receipt, upon the terms and conditions herein set forth. Upon receipt of the written direction of the Company: (i) Uncertificated Subscription Receipts registered in the name of the Depository or a nominee thereof shall be Authenticated by the Subscription Receipt Agent and deposited with the Depository or Uncertificated Subscription Receipts represented by DRS Advices shall be Authenticated by the Subscription Receipt Agent, and (ii) Subscription Receipt Certificates evidencing Subscription Receipts shall be executed by an authorized signatory of the Company and shall be certified by or on behalf of the Subscription Receipt Agent and delivered by the Subscription Receipt Agent in accordance with such written direction of the Company.
• (b) Upon written direction of the Company, one HD Subscription Receipt shall be issued, without any further act or formality, on the Closing Date, for each $0.40 received by the Company as payment therefor and each such HD Subscription Receipt shall be a fully paid and non-assessable security of the Company.
• (c) Upon written direction of the Company, one FT Subscription Receipt shall be issued, without any further act or formality, on the Closing Date, for each $0.45 received by the Company as payment therefor and each such FT Subscription Receipt shall be a fully paid and non-assessable security of the Company.
• (d) The Subscription Receipt Agent is hereby appointed escrow agent in respect of the Escrowed Funds and registrar and transfer agent in respect of the Subscription Receipts.
• (e) For the purposes of closing, the Company hereby directs the Subscription Receipt Agent to deliver certain Subscription Receipt Certificates, per the instructions in the treasury direction provided to the Subscription Receipt Agent, to the Company or its legal counsel, as the case may be, prior to the Subscription Receipt Agent's receipt of the Escrowed Funds therefor, in order to facilitate "delivery against payment" arrangements the Company has with certain purchasers of Subscription Receipts. For each tranche closing the Company will direct the Subscription Receipt Agent as to the aggregate amount representing payment in full for the Subscription Receipts issuable pursuant to "delivery against payment" arrangements to be paid by the parties to the Company, upon receipt of such Subscription Receipt Certificates. The Company will subsequently deposit this portion of the Escrowed Funds with the Subscription Receipt Agent relating to these particular Subscription Receipts. The Subscription Receipt Agent will not be responsible for any portion of the Escrowed Funds relating to the Subscription Receipt Certificates delivered to Company or its legal counsel until it is in receipt of the funds representing the aggregate subscription price for these Subscription Receipts.

2.2 Payment Acknowledgement

(a) The Subscription Receipt Agent will, by way of separate written receipt, acknowledge receipt of funds from the Company in the aggregate amount of $5,927,437.35, in respect of the issuance and sale of: (i) 8,177,500 HD Subscription Receipts under the Offering for an amount equal to $3,089,761.65, being the gross proceeds of $3,271,000, less 50% of the Finder's Fees payable in connection with the Subscription Receipts sold pursuant to the Offering; and (ii) 6,305,946 FT Subscription Receipts under the Offering for gross proceeds of $2,837,675.70, and will confirm that the HD Escrowed Proceeds have been deposited in a segregated account and that the FT Escrowed Proceeds have been deposited in a segregated account, pending the Release Date or a Termination Event, as the case may be, and will be invested in accordance with Section 7.2 and paid in accordance with Article 3.

• (b) the Company hereby:
  • (i) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Subsection 2.2(a), as evidenced by the written receipt referred to in Subsection 2.2(a), represents payment in full by the purchasers of HD Subscription Receipts of the aggregate HD Offering Price and payment in full by the purchasers of FT Subscription Receipts of the aggregate FT Offering Price, less any deductions as may be directed by the Company in writing; and
  • (ii) irrevocably directs the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to, in accordance with written directions of the Company (i) certify and deliver to the purchasers of Subscription Receipts one or more Subscription Receipt Certificates representing the Subscription Receipts issued to and registered in the name of such purchasers, or (ii) issue and deliver to the purchasers of Subscription Receipts one or more DRS Advices representing the Subscription Receipts issued to and registered in the name of such purchasers; or (iii) certify and deliver to CDS one or more Subscription Receipt Certificates representing the Subscription Receipts issued to and registered in the name of CDS (or its nominee), or (iv) issue to CDS an Uncertificated Subscription Receipt;
• (c) On behalf of the purchasers of the Subscription Receipts, the Company hereby irrevocably direct the Subscription Receipt Agent to retain the Escrowed Funds received by the Subscription Receipt Agent pursuant to Subsection 2.2(a) in accordance with the terms of this Agreement pending payment thereof in accordance with the terms of this Agreement.

2.3 Description of HD Subscription Receipts

• (a) Each HD Subscription Receipt issued hereunder shall evidence:
  • (i) the holder's subscription for, and the right to receive pursuant to this Agreement, upon the conversion thereof in accordance with the provision of Article 5, and without the payment of any additional consideration or further action, one Common Share;
  • (ii) the holder's right to receive, without any action on the part of such holder, the greater of (A) the aggregate HD Offering Price for their HD Subscription Receipts, and (B) their pro rata share of the HD Escrowed Funds, less applicable withholding taxes, if any, in accordance with Section 7.4 in the event that a Termination Notice is delivered in accordance with the provisions of this Agreement on or prior to the Escrow Release Deadline; and
  • (iii) the automatic conversion of the HD Subscription Receipts into the Common Shares upon satisfaction of the Escrow Release Conditions on or before the Escrow Release Deadline.

2.4 Description of FT Subscription Receipts

• (a) Each FT Subscription Receipt issued hereunder shall evidence:
  • (i) the holder's subscription for, and the right to receive pursuant to this Agreement, upon the conversion thereof in accordance with the provision of Article 5, and without the payment of any additional consideration or further action, one FT Share;
  • (iv) the holder's right to receive, without any action on the part of such holder, the greater of (A) the aggregate FT Offering Price for their FT Subscription Receipts, and (B) their pro rata share of the FT Escrowed Funds, less applicable withholding taxes, if any, in accordance with Section 7.4 in the event that a Termination Notice is delivered in accordance with the provisions of this Agreement on or prior to the Escrow Release Deadline; and
  • (v) the automatic conversion of the FT Subscription Receipts into the FT Shares upon satisfaction of the Escrow Release Conditions on or before the Escrow Release Deadline.
• (b) No fractional FT Subscription Receipts or FT Shares shall be issued or otherwise provided for hereunder and any fractional FT Subscription Receipts or FT Shares shall be rounded down to the nearest whole FT Subscription Receipt or FT Share, as applicable, without compensation therefor.

2.5 Form of Subscription Receipts

(a) Form: The Subscription Receipts may be issued in both certificated, uncertificated and DRS Advice form. Subscription Receipt Certificates and DRS Advices shall be executed by an authorized signatory of the Company and, in accordance with a Written Direction of the Company, Authenticated by or on behalf of the Subscription Receipt Agent and delivered by the Subscription Receipt Agent in accordance with the Written Direction of the Company. The Subscription Receipt Certificates shall be substantially in the form attached as Schedule "A" hereto, subject to the provisions of this Agreement, with such variations and changes as may from time to time be agreed upon by the Subscription Receipt Agent and the Company, and the Subscription Receipt Certificates shall be dated as of the Closing Date, shall have such distinguishing letters and numbers as the Company 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 form being deposited electronically with the Depository and evidenced by a book position on the register of Subscription Receiptholders to be maintained by the Subscription Receipt Agent in accordance with Section 4.1(a).

Notwithstanding the foregoing, the Subscription Receipts originally issued to, or for the account or benefit of, U.S. Purchasers will be evidenced by Subscription Receipt Certificates.

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

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) MARCH 30, 2022, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."

(c) U.S. Legend: Each Subscription Receipt Certificate representing an HD Subscription Receipt issued to a U.S. Purchaser, as well as all certificates issued in exchange for or in substitution of any such Subscription Receipt Certificate, shall bear the following legend:

"THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON 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 ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D) OR (E), THE COMPANY WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."

2.6 CDS Subscription Receipts

• (a) Re-registration of beneficial interests in and transfers of Subscription Receipts held by the Depository shall be made only through the book entry registration system of the Depository and no Subscription Receipt Certificates shall be issued in respect of such Subscription Receipts except as set out herein or as may be requested by a Depository or the Company, from time to time. Except as provided in this Section 2.6, 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 4.1(a) while they are held as book entry only securities with the Depository.

• (b) Notwithstanding any other provision in this Agreement, no CDS Subscription Receipts may be exchanged in whole or in part for Subscription Receipts registered, and no transfer of CDS Subscription Receipts 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 Company that it is unwilling or unable to continue to act as depository in respect of the CDS Subscription Receipts and the Company is unable to locate a qualified successor;

• (ii) is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Subscription Receipts and the Company 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 Company is unable to locate a qualified successor;

• (iv) the Company determines that the Subscription Receipts shall no longer be held as CDS Subscription Receipts through the Depository;

• (v) such right is required by Applicable Legislation, as determined by the Company and Counsel; or

• (vi) the Company so instructs the Subscription Receipt Agent in writing,

following which Subscription Receipts for those holders requesting such shall be issued to the beneficial owners of such Subscription Receipts or their nominees as directed by the holders. The Company shall provide a Certificate of the Company giving notice to the Subscription Receipt Agent of the occurrence of any event outlined in this Section 2.6(b).

• (c) Subject to the provisions of this Section 2.6, 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 4.2, 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 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 upon registration of transfer of a CDS Subscription Receipt or any portion thereof, or in exchange for or in lieu of a CDS Subscription Receipt or any portion thereof, whether pursuant to this Section 2.6, 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 or a nominee thereof.

• (e) Notwithstanding anything to the contrary in this Agreement, subject to Applicable Legislation, the CDS Subscription Receipts will be issued by way of an Uncertificated Subscription Receipt, unless otherwise requested in writing by the Company.

• (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 Legislation 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) For so long as Subscription Receipts are held through the Depository, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Agent will give such notices and other communications to the Depository.

• (h) Notwithstanding anything herein to the contrary, neither the Company nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for:

• (i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Subscription Receipts or the depository system maintained by the Depository, or payments made on account of any ownership interest 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) 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 the Depository or those contained herein 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.

The Company, upon five Business Days' notice to the Subscription Receipt Agent, may terminate the application of this Section 2.6 in its sole discretion in which case all Subscription Receipts shall be evidenced by Subscription Receipt Certificates registered in the name of a Person other than the Depository or a nominee thereof.

2.7 Signing of Subscription Receipt Certificates

• (a) Signing Officers: The Subscription Receipt Certificates shall be signed by any one officer of the Company or any one Director or by any other individual to whom such signing authority is delegated by the Directors from time to time.
• (b) Signatures: The signature of the individual referred to in Section 2.7(a) may be a manual signature, electronic, lithographed or printed in facsimile and Subscription Receipt Certificates bearing such facsimile or electronic signature will, subject to Section 2.8, be binding on the Company as if they had been manually signed by such officer of the Company or Director.
• (c) No Longer Officer: Notwithstanding that any individual whose manual or facsimile signature appears on a Subscription Receipt Certificate as one of the officers of the Company or Directors referred to in Section 2.7(a) no longer holds the same or any other office with, or is no longer a Director of, the Company, at the date of issue of any Subscription Receipt Certificate or at the date of certification or delivery thereof, such Subscription Receipt Certificate will, subject to Section 2.8, be valid and binding on the Company.

2.8 Authentication by Subscription Receipt Agent

(a) Authentication: No Subscription Receipt shall (i) be considered issued, valid, or obligatory; nor (ii) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by the Subscription Receipt Agent.

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

The Subscription Receipt Agent shall Authenticate Uncertificated Subscription Receipts (whether upon original issuance, exchange, registration of transfer, or otherwise) by completing its Internal Procedures and the Company shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Subscription Receipts under this Agreement. Such Authentication shall be conclusive evidence that such Uncertificated Subscription Receipts have been duly issued hereunder and that the holder or holders thereof are entitled to the benefits of this Agreement. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement 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 Company.

Authentication by the Subscription Receipt Agent shall be conclusive evidence as against the Company that the Subscription Receipts so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Agreement.

• (b) Change in Form of Certificate: Any Subscription Receipt Certificate validly issued in accordance with the terms of this Agreement in effect at the time of issue of such Subscription Receipt Certificate shall, subject to the terms of this Agreement and Applicable Legislation, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Subscription Receipt Certificate may not be in the form then required by this Agreement.
• (c) Authentication No Representation: Authentication by the Subscription Receipt Agent of any Subscription Receipts, including by way of entry on the register, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or of such Subscription Receipt Certificates or Uncertificated Subscription Receipts (except the due Authentication thereof) or as to the performance by the Company of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or of the consideration thereof.

2.9 Subscription Receipts to Rank Pari Passu

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

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

• (a) Substitution: If any Subscription Receipt Certificate becomes mutilated or is lost, destroyed or stolen, the Company, subject to Applicable Legislation and to Section 2.10(b), will issue, and thereupon the Subscription Receipt Agent will Authenticate and deliver, a new Subscription Receipt 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.
• (b) Cost of Substitution: The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.10 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 furnish to the Company and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate to be replaced as is satisfactory to the Company and to the Subscription Receipt Agent in their discretion, acting reasonably, and such applicant shall be required to furnish an indemnity and a surety

bond in amount and form satisfactory to the Company and the Subscription Receipt Agent in their sole discretion acting reasonably, and shall pay the reasonable charges of the Company and the Subscription Receipt Agent in connection therewith while in the case of mutilation, as a condition precedent surrender the mutilated Subscription Receipt Certificate to the Subscription Receipt Agent.

2.11 Subscription Receiptholder not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt, or otherwise, shall be construed as conferring on any Subscription Receiptholder any right or interest whatsoever as a shareholder of the Company, 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 Company or any right to receive any dividend or other distribution in respect of the Common Shares.

ARTICLE 3 - SATISFACTION OF RELEASE CONDITIONS

3.1 Notice of Satisfaction of Escrow Release Conditions

Upon the satisfaction of the Escrow Release Conditions prior to the Escrow Release Deadline, in the following order:

• (a) the Company shall forthwith deliver the Escrow Release Notice to the Subscription Receipt Agent; and
• (b) subject to Section 3.1(a), the Company shall cause the issuance and delivery of the Underlying Shares upon the automatic conversion of the Subscription Receipts in accordance with Section 3.2.

3.2 Issue and Delivery of Underlying Shares

• (a) If the Escrow Release Conditions are satisfied prior to the Escrow Release Deadline:

  • (i) the HD Subscription Receipts shall be automatically converted into Common Shares on the Conversion Date for no additional consideration and without any further action on the part of the HD Subscription Receiptholder and the Common Shares shall be deemed to be issued to the HD Subscription Receiptholders on the Conversion Date in accordance with the rights of such holders as described in Section 2.3(a); and
  • (ii) the FT Subscription Receipts shall be automatically converted into FT Shares on the Conversion Date for no additional consideration and without any further action on the part of the FT Subscription Receiptholder and the FT Shares shall be deemed to be issued to the FT Subscription Receiptholders on the Conversion Date in accordance with the rights of such holders as described in Section 2.3(a).

• (b) Upon the deemed issuance of the Underlying Shares pursuant to the Subscription Receipts, no share certificates representing the Underlying Shares to which holders of Subscription Receipt Certificates are entitled to shall be delivered by the Company following the Conversion Date.

• (c) Effective immediately after the Underlying Shares have been deemed to be issued as contemplated in this Section 3.2, the Subscription Receipts relating thereto shall be void and of no value or effect.

• (d) If, in the opinion of Counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from, any securities administrator, regulatory agency or governmental authority in Canada or any other step is required under any federal, provincial or territorial law of Canada before the Underlying Shares issuable upon the automatic conversion of the Subscription Receipts may be issued or delivered to a Subscription Receiptholder, the Company covenants that it will use its commercially reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate in the circumstances.

• (e) Under no circumstances shall the Company be obliged to issue any fractional Underlying Shares or make any payment of cash or other consideration in lieu thereof. To the extent that the holder of one or more Subscription Receipts would otherwise have been entitled to receive a fraction of an Underlying Share, such fraction shall be rounded down to the nearest whole number.

• (f) The Underlying Shares issuable upon deemed conversion of the Subscription Receipts shall bear, or be deemed to bear, the following legend:

"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) MARCH 30, 2022, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."

(g) The Underlying Shares issuable to a U.S. Purchaser upon deemed conversion of the HD Subscription Receipts shall bear, or be deemed to 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 ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D) OR (E), THE COMPANY WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."

3.3 Payment on Termination

If a Termination Event occurs:

(a) the Company shall forthwith notify the Subscription Receipt Agent in writing and shall issue a press release setting forth the Termination Event;

• (b) each Subscription Receipt shall be automatically terminated and cancelled and each Subscription Receiptholder shall be entitled to receive the greater of: (i) the aggregate HD Offering Price for their HD Subscription Receipts or aggregate FT Offering Price for their FT Subscription Receipts, as applicable, and (ii) their pro rata share of the HD Escrowed Funds or their pro rata share of the FT Escrowed Funds, as applicable, less applicable withholding taxes, if any; and
• (c) the register shall be closed at the Termination Time.

3.4 Cancellation of Subscription Receipts

All Subscription Receipts in respect of which payment in accordance to Section 3.3(b) is made shall be deemed to have been cancelled on the Termination Date and the Subscription Receipt Agent shall record the deemed cancellation of such Subscription Receipts on the register of the Subscription Receipts upon all such payments having been so paid as aforesaid. Upon written request by the Company, the Subscription Receipt Agent shall furnish the Company with a certificate identifying the Subscription Receipts deemed to have been cancelled. All Subscription Receipts which have been deemed to have been cancelled pursuant to this Section 3.4 shall be without further force and effect whatsoever.

ARTICLE 4 - REGISTRATION, TRANSFER AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES

4.1 Registration and Transfer of Subscription Receipts

• (a) Register: The Company will cause to be kept by the Subscription Receipt Agent at its principal office in Toronto, Ontario, a register of holders in which shall be entered in alphabetical order the names and addresses of the holders and particulars of the Subscription Receipts held by them;
• (b) Transfer: The Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at the principal office by a holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent only upon (i) in the case of Subscription Receipt Certificates or DRS Advices, surrendering to the Subscription Receipt Agent at the principal office the Subscription Receipt Certificates or DRS Advices representing the Subscription Receipts to be transferred together with a duly executed form of transfer (in the form attached to the Subscription Receipt Certificate as set out in Schedule "A" attached hereto); (ii) in the case of Uncertificated Subscription Receipts, surrendering to the Subscription Receipt Agent at the principal office instruction from the holder in a form reasonably satisfactory to the Subscription Receipt Agent; (iii) in the case of CDS Subscription Receipts, in accordance with Applicable Procedures prescribed by the Depository under the book entry registration system; and (iv) compliance with:
  • (i) the conditions herein;
  • (ii) the Company's articles of incorporation;
  • (iii) such reasonable requirements as the Subscription Receipt Agent may prescribe; and
  • (iv) all applicable securities laws and requirements of regulatory authorities;

and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Subscription Receipt Certificate or DRS Advice, a Subscription Receipt Certificate or DRS Advice representing the Subscription Receipts transferred, and to the transferee of an Uncertificated Subscription Receipt, an Uncertificated Subscription Receipt (or it shall Authenticate and deliver a Subscription Receipt Certificate instead, upon request) representing the Subscription Receipts transferred, and the transferee of a CDS Subscription Receipt shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.

• (c) Company to Approve Transfers: The Subscription Receipt Agent will promptly advise the Company of any requested transfer of Subscription Receipts. The Company, in its sole discretion, will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Section 4.1, for any reason whatsoever, including without limitation if such transfer would constitute a violation of the restrictions on transfer set forth in Section 2.5 or the securities laws of any jurisdiction or the rules, regulations, instruments or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the constating documents of the Company or this Agreement.
• (d) Certain Transfers by Persons in the United States or U.S. Persons: The Subscription Receipts, the Common Shares issuable upon conversion of the Subscription Receipts have not been or will not be registered under the U.S. Securities Act or under any United States state securities laws. Any U.S. Purchaser may only offer, sell, pledge or otherwise transfer such securities (i) to the Company; (ii) outside the United States in offshore transactions in accordance with Rule 904 of Regulation S and in accordance with local laws and regulations; (iii) pursuant to an exemption from registration under the U.S. Securities Act provided by (A) Rule 144 under the U.S. Securities Act, if available, or (B) Rule 144A under the U.S. Securities Act, if available, and in both cases in compliance with applicable U.S. state securities laws; (iv) in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (v) pursuant to an effective registration statement under the U.S. Securities Act.
• (e) No Notice of Trusts: Subject to Applicable Legislation, neither the Company 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.
• (f) Inspection: The register referred to in Section 4.1(a), and any branch register maintained pursuant to Section 4.1(g), will at all reasonable times be open for inspection by the Company and any Subscription Receiptholder. The Subscription Receipt Agent will from time to time when requested to do so in writing by the Company or any Subscription Receiptholder (upon payment of the reasonable charges of the Subscription Receipt Agent) furnish the Company or such Subscription Receiptholder with a list of the names and addresses of holders of Subscription Receipts entered on such register and showing the number of Subscription Receipts held by each such holder.
• (g) Location of Registers: The Company may at any time and from time to time change the place at which the register referred to in Section 4.1(a) is 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 Company to the Subscription Receipt Agent and to the holders of Subscription Receipts in accordance with Section 13.2.

4.2 Exchange of Subscription Receipt Certificates

• (a) Exchange: One or more Subscription Receipt Certificates may at any time prior to the close of business on the Release Date, on compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for one or more Subscription Receipt Certificates of different denominations representing in the aggregate the same number of Subscription Receipts and registered in the same name as the Subscription Receipt Certificate or Subscription Receipt Certificates being exchanged.
• (b) Place of Exchange: Subscription Receipt Certificates may be exchanged only at the principal office in Toronto, Ontario of the Subscription Receipt Agent or at any other place designated by the Company with the approval of the Subscription Receipt Agent.
• (c) Cancellation: Any Subscription Receipt Certificate tendered for exchange pursuant to this Section or for transfer pursuant to Section 4.1 shall be surrendered to the Subscription Receipt Agent and cancelled.
• (d) Execution: The Company will sign all Subscription Receipt Certificates in accordance with Section 2.7(a) as necessary to carry out exchanges pursuant to this Section 4.2 and such Subscription Receipt Certificates will be Authenticated by the Subscription Receipt Agent.
• (e) Subscription Receipt Certificates: Subscription Receipt Certificates exchanged for Subscription Receipt Certificates that bear the legends set forth in Section 2.5 shall bear the same legends, as applicable.

4.3 Charges for Exchange

Any applicable charge to be levied on a presenter of a Subscription Receipt Certificate pursuant to this Agreement for the exchange of any Subscription Receipt Certificate shall be in accordance with the Subscription Receipt Agent's fee guide earlier provided to the Company.

4.4 Ownership of Subscription Receipts

• (a) Owner: The Company 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 Agreement be and be deemed to be the absolute owner thereof, entitled to the rights and privileges attaching to such Subscription Receipt, and the Company and the Subscription Receipt Agent will not be affected by any notice or knowledge to the contrary except as required by Applicable Legislation 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 Company and the original or any intermediate holder thereof and Underlying Shares issuable pursuant thereto (or the payment of amounts payable in respect thereof pursuant to Section 2.2) will be a good discharge to the Company and the Subscription Receipt Agent therefor and neither the Company nor the Subscription Receipt Agent will be bound to inquire into the title of any such registered holder.

ARTICLE 5 - CONVERSION OF SUBSCRIPTION RECEIPTS

5.1 Conversion of Subscription Receipts by Subscription Receipt Agent

• (a) Delivery of Escrow Release Notice: As soon as practicable following the satisfaction of all of the Escrow Release Conditions (other than the Escrow Release Condition in Section 1.1(aa)(iii)), the Company will:
  • (i) execute the Escrow Release Notice in acknowledgement thereof; and
  • (ii) deliver the Escrow Release Notice to the Subscription Receipt Agent.
• (b) Conversion by Subscription Receipt Agent: Following receipt of the Escrow Release Notice by the Subscription Receipt Agent, all Subscription Receipts will be automatically converted by the Subscription Receipt Agent on the Release Date 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 Subscription Receipt Certificates or deemed surrender of any Uncertificated Subscription Receipts), be deemed to have subscribed for the corresponding number of Underlying Shares issuable upon the conversion of such Subscription Receipts. For greater certainty, the Subscription Receipts may not be converted by the holders thereof and may only be converted pursuant to the foregoing automatic conversion.
• (c) Conversion of Certificated Subscription Receipts: In the case of Certificated Subscription Receipts, the Company will cause the deemed issuance of the Underlying Shares and no certificates representing the applicable Underlying Shares shall be delivered to the holders of Certificated Subscription Receipts.
• (d) Conversion of Uncertificated Subscription Receipts: In the case of Uncertificated Subscription Receipts, the Company will cause the deemed issuance of the Underlying Shares and no DRS Advice representing the applicable Underlying Shares shall be delivered to the holders of Uncertificated Subscription Receipts
• (e) Rights on Conversion: The holder of any Subscription Receipt converted pursuant to Section 5.1(a) shall have no rights hereunder except to be issued Underlying Shares upon the conversion of the Subscription Receipts.
• (f) Direction of Subscription Receipt Agent: Provided that the Escrow Release Notice is received by the Subscription Receipt Agent at or before the Escrow Release Deadline, the parties hereby irrevocably authorize and direct the Subscription Receipt Agent to convert the Subscription Receipts pursuant to Section 5.1(b) upon receipt of the Escrow Release Notice.
• (g) Release of Escrowed Funds: If the Escrow Release Notice is delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, the Subscription Receipt Agent will release the Escrowed Funds in accordance with Section 7.3.

5.2 Effect of Conversion

Upon the conversion of any Subscription Receipts in accordance with Section 5.1(a), the Underlying Shares thereby issuable will be deemed to have been validly issued, and the Person or Persons to whom such securities are to be issued will be deemed to have become the holder or holders of record thereof, on the Release Date unless the transfer registers for the Underlying Shares are closed on the Release Date, in which case such Underlying Shares will be deemed to have been issued and such Person or Persons will be deemed to have become the holder or holders of record thereof on the date on which such transfer registers are reopened, but such Underlying Shares will be issued on the basis of the number of Underlying Shares to which such Person or Persons were entitled on the Release Date.

5.3 Recording

The Company will record (or cause to be recorded) the name and address of each Person to whom Underlying Shares are issued and the number of such securities so issued on the Release Date.

5.4 Securities Restrictions

No Underlying Shares will be issued pursuant to the conversion of any Subscription Receipt if the issue of such Underlying Shares would constitute a violation of the securities laws of any jurisdiction and, without limiting the generality of the foregoing, the certificates representing the Underlying Shares thereby issued will bear or be deemed to bear such legend or legends as may, in the opinion of Counsel, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares (or Resulting Issuer Shares, as applicable) are then listed, provided that if, at any time, in the opinion of Counsel, 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, at the expense thereof, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) 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 may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend or legends.

ARTICLE 6 - COVENANTS

6.1 General Covenants

The Company covenants with the Subscription Receipt Agent and the Subscription Receiptholders, that so long as any Subscription Receipts remain outstanding:

• (a) Maintenance: The Company 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 Common Shares: The Company is duly authorized to create and issue the Subscription Receipts and, when issued and Authenticated in accordance with the terms set forth herein (including, without limitation, deposit of the Escrowed Proceeds in respect thereof), such Subscription Receipts shall be valid and enforceable against the Company in accordance with the terms herein, and it will reserve and conditionally allot for the purpose and keep available sufficient unissued Underlying Shares to enable it to satisfy its obligations on the conversion of the Subscription Receipts.
• (c) Issue of Common Shares: The Company will cause the Underlying Shares to be issued pursuant to the conversion of the Subscription Receipts and the certificates representing such Underlying Shares to be issued and delivered in accordance with the provisions of this Agreement and all Underlying Shares that are issued on the conversion of the Subscription Receipts will be fully paid and non-assessable securities of the Company.
• (d) Notice of Termination: In the event that (i) the Company delivers the Termination Notice, or (ii) if the Escrow Release Notice has not been provided in accordance with the provisions hereof on or prior to the Escrow Release Deadline, the Company shall send or cause to be sent to each holder of Subscription Receipts written notice advising of that fact and each holder of Subscription Receipts shall receive the greater of: (i) the aggregate HD Offering

Price for their HD Subscription Receipts or aggregate FT Offering Price for their FT Subscription Receipts, as applicable, and (ii) their pro rata share of the HD Escrowed Funds or their pro rata share of the FT Escrowed Funds, as applicable, less applicable withholding taxes, if any and such notice shall be sent within three (3) Business Days after the Termination Date.

• (e) Open Registers: The Company will cause the Subscription Receipt Agent to keep open the registers of holders referred to in Section 4.1(a) 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 Subscription Receiptholders from receiving any of the Underlying Shares issued upon conversion of the Subscription Receipts.
• (f) Filings: The Company will make all requisite filings, including filings with appropriate securities commissions and the TSXV, in connection with the conversion of the Subscription Receipts and the issue of the Underlying Shares.
• (g) Record Dates: The Company shall provide at least fourteen (14) Business Days written notice to each holder of Subscription Receipts of any record date to be set or declared by the Company with respect to any meeting or written resolution of holders of Underlying Shares.
• (h) General Performance: The Company will perform and carry out all acts and things to be done by it as provided in this Agreement or in order to consummate the transactions contemplated hereby.
• (i) Notice of Default: The Company will promptly advise the Subscription Receipt Agent and the Subscription Receiptholders in writing of any default under the terms of this Agreement.
• (j) Notices to Subscription Receiptholders: Any notices or deliveries required to be provided to holders of Subscription Receipts hereunder shall be sent by prepaid mail or delivery to each holder of Subscription Receipts at the address of such holder appearing on the register of Subscription Receipts maintained hereunder.

6.2 Remuneration and Expenses of Subscription Receipt Agent

The Company covenants that it will pay to the Subscription Receipt Agent from time to time agreed 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 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, fraud, wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after thirty (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 6.2 shall survive the removal or resignation of the Subscription Receipt Agent and/or the termination of this Agreement. In no event shall any amount payable to the Subscription Receipt Agent hereunder be paid out of the Escrowed Funds unless the Escrowed Funds are, at the time of payment, payable to the Company.

6.3 Notice of Issue

The Company will give written notice of and make all requisite filings respecting the issue of securities pursuant to the conversion of the Subscription Receipts, 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 requiring the giving of any such notice or making of any such filing in order that such issue of securities and the subsequent disposition of the securities so issued will not be subject to the prospectus or registration requirements, if any, of such legislation or regulations.

6.4 Securities Qualification Requirements

If 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 Applicable Legislation before any Common Shares which a Subscription Receiptholder is entitled to acquire pursuant to the conversion of any Subscription Receipt may properly and legally be issued upon due conversion thereof, the Company covenants that it will promptly take such required action.

6.5 Performance of Covenants by Subscription Receipt Agent

If the Company fails to perform any of the obligations thereof under this Agreement, the Subscription Receipt Agent may notify the Subscription Receiptholders of such failure or may itself perform any of such obligations capable of being performed by the Subscription Receipt Agent, and the Subscription Receipt Agent may notify the Subscription Receiptholders that it is so doing but will be under no obligation to do so. All amounts expended or advanced by the Subscription Receipt Agent in so doing will be repayable as provided in Section 6.2. No such performance, expenditure or advance by the Subscription Receipt Agent will relieve the Company of any default or of its continuing obligations hereunder.

ARTICLE 7 - DEPOSIT OF PROCEEDS AND CANCELLATION OF SUBSCRIPTION RECEIPTS

7.1 Deposit of Escrowed Proceeds in Escrow

The Company shall, immediately prior to the issuance of the Subscription Receipts, deposit the Escrowed Proceeds in immediately available funds with the Subscription Receipt Agent by way of electronic wire transfer.. The Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Article 7. The Company acknowledges and agrees that it is a condition of the payment by the holders of HD Subscription Receipts and the holders of the FT Subscription Receipts of the aggregate HD Offering Price or FT Offering Price, as applicable, that the HD Escrowed Proceeds and FT Escrowed Proceeds are held by the Subscription Receipt Agent in accordance with the provisions of this Article 7. The Company 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 (at or before the Escrow Release Deadline). The Subscription Receipt Agent shall retain the Escrowed Funds for the benefit of the holders of the Subscription Receipts and, upon the delivery of the Escrow Release Notice, to the Subscription Receipt Agent (at or before the Escrow Release Deadline), retroactively for the benefit of the Company in accordance with the provisions of this Article 7.

7.2 Investment of Escrowed Funds

• (a) Until released in accordance with this Agreement, 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 in the name of the Subscription Receipt Agent at one or more Schedule I Canadian chartered banks (each such bank, an "Approved Bank"). Interest will be credited by the fifth (5th) Business Day of the following month.
• (b) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Subscription Receiptholders and the delivery of the Escrowed Proceeds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Subscription Receiptholders. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Subscription Receiptholders 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 7.2, 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 deposits liquidated or sold prior to maturity. The Company acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank.

7.3 Release of Escrowed Funds on Satisfaction of Escrow Release Conditions

In the event that the Escrow Release Notice is delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline:

• (a) the Company shall be entitled to receive from the Subscription Receipt Agent an amount equal to the Escrowed Funds, less 50% of the Finder's Fees and any remaining remuneration, expenses and disbursements of the Subscription Receipt Agent payable under Section 6.2;
• (b) the Finders shall be entitled to receive from the Subscription Receipt Agent the remaining 50% of the Finder's Fees; and
• (c) The Subscription Receipt Agent shall deliver the Escrowed Funds referred to in this Section 7.3 to the Company (or as directed by the Company in writing) as soon as practicable on the Release Date.

7.4 Release of Escrowed Funds on Termination

• (a) In the event that a Termination Event occurs, the Company shall forthwith deliver a Termination Notice to the Subscription Receiptholders and the Subscription Receipt Agent stating the Termination Date and that a Termination Event has occurred. Upon delivery of a Termination Notice, each Subscription Receipt shall, subject to Section 7.4(d), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Time, an amount equal to the greater of (i) the aggregate HD Offering Price or FT Offering Price in respect of such holder's HD Subscription Receipts or FT Subscription Receipts, as applicable; and (ii) such holder's pro rata portion of the HD Escrowed Funds or such holder's pro rata portion of the FT Escrowed Funds, as applicable, less applicable withholding taxes, if any.
• (b) The amounts paid to each Subscription Receiptholder under Section 7.4(a) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Subscription Receiptholder the amounts due to them under Section 7.4(a)(i), if applicable, the Company and 390 shall be responsible and liable to the Subscription Receiptholders for any shortfall and shall deposit with the Subscription Receipt Agent such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive an amount equal to the amounts due to them under Section 7.4(a)(i), if applicable. Until the shortfall is deposited, the Subscription Receipt Agent will be under no obligation to make the payments due to the Subscription Receiptholders under Section 7.4(a).
• (c) The obligation to make the payment of the amounts specified in Section 7.4(a) shall be satisfied, in the case of Uncertificated Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or

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

(d) Upon receipt of a wire transfer or the mailing or delivery of any cheque as provided in Section 7.4(c) (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.

7.5 Additional Payments by the Company

The Company shall, no later than one (1) Business Day before the date upon which any amount due hereunder from the Company, if any, is required to be paid pursuant to this Article 7, pay to the Subscription Receipt Agent such amount, if any, in immediately available funds as will be sufficient to allow the Subscription Receipt Agent to pay in full the amounts required to be paid under this Article 7. The Company shall notify in writing the Subscription Receipt Agent of such payments when made.

7.6 Withholding

The Subscription Receipt Agent shall be entitled to deduct and withhold from any amount released pursuant to this Agreement all taxes which may be required to be deducted or withheld under any provision of applicable tax law. All such withheld amounts will be treated as having been delivered to the party entitled to the amount released in respect of which such tax has been deducted or withheld and remitted to the appropriate taxing authority.

7.7 Escrowed Funds

In addition to the other rights granted to holders of Subscription Receipts in this Agreement, until the earlier of the Termination Date and the Release Date, each holder of Subscription Receipts has a claim against the Escrowed Funds held by the Subscription Receipt Agent and against the Company and 390, in the amount equal to $0.40 for each HD Subscription Receipt held by such holder and $0.45 for each FT Subscription Receipt held by such holder, which claim shall subsist until such time as the Underlying Shares issuable upon the conversion of such Subscription Receipts are issued or such amount is paid in full. In the event that, prior to the earlier of the Termination Time and the Release Date, the Company (i) makes a general assignment for the benefit of creditors or any proceeding is instituted by the Company seeking relief on behalf thereof as a debtor, or to adjudicate the Company a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of the Company or the debts of the Company 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 Company or any substantial part of the property or assets of the Company or the Company takes any corporate action to authorize any of the actions set forth above, or (ii) the Company shall be declared bankrupt, or a receiver, receiver and manager, trustee, custodian or similar official is appointed for the Company or any substantial part of the property or assets of the Company or an encumbrancer shall legally take possession of any substantial part of the property or assets of the Company 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 of Subscription Receipts to be issued Underlying Shares upon the conversion of the Subscription Receipts of such holder 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 Company and 390 for any shortfall, in an amount equal to $0.40 for each HD Subscription Receipt held by such holder and $0.45 for each FT Subscription Receipt held by such holder, as the case may be.

7.8 Representation Regarding Third Party Interests

The Company hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent in connection with this Agreement, for or to the credit of the Company, 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 the Company 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 (Canada) and the regulations thereto, or in such other form as may be satisfactory to it, as to the particulars of such third party.

7.9 Tax Reporting

For tax reporting purposes, all interest and other taxable income earned from the investment of the Escrowed Proceeds in any tax year shall: (i) to the extent such interest is distributed by the Subscription Receipt Agent to any person or entity pursuant to the terms of this Agreement during such tax year, be allocated to such person or entity; and (ii) otherwise be allocated to the Company in the taxation year that it was earned notwithstanding that no such amount has been distributed. The Company agrees to provide the Subscription Receipt Agent with its 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.

ARTICLE 8 - ADJUSTMENTS

8.1 Adjustments

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

• (a) Subject to Section 8.2, if and whenever at any time from the Closing and prior to the Release Date, the Company shall:
  • (i) subdivide, re-divide 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 Subscription Receipts 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 issuable upon conversion of a Subscription Receipt 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 8.1(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 8.1(b) and Section 8.1(c).

• (b) Subject to Section 8.2, if and whenever at any time from the Closing and prior to the Release Date, the Company 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 forty-five (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 Underlying Shares issuable upon conversion of the Subscription Receipts 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 a Subscription Receipt 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 Company or any subsidiary 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 a Subscription Receipt shall be readjusted to the number of Underlying Shares issuable upon conversion of a Subscription Receipt 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 a Subscription Receipt 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 8.2, if and whenever at any time from the Closing and prior to the Release Date, the Company 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 Company of any class other than Common Shares or other securities of the Company;
  • (ii) rights, options or warrants to acquire Common Shares (or securities convertible into or exchangeable for Common Shares) or other securities of the Company;

• (iii) evidences of its indebtedness; or

• (iv) any property or other assets;

(excluding, in each case, any distribution referred to in Section 8.1(a) or Section 8.1(b) then, in each such case, the number of Underlying Shares issuable upon conversion of a Subscription Receipt 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 a Subscription Receipt by a fraction:

• (A) 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
• (B) the denominator of which will be:
  • 1. the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less
  • 1. the aggregate fair market value, as determined by the directors of the Company, 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 Company or any subsidiary 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 a Subscription Receipt shall be readjusted to the number of Underlying Shares issuable upon conversion of a Subscription Receipt 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 a Subscription Receipt 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 8.2, if and whenever at any time from the Closing and prior to the Release Date, there is a reclassification of the Common Shares or a capital reorganization of the Company (other than as described in Section 8.1(a), Section 8.1(b) or Section 8.1(c)) or an amalgamation, arrangement or merger of the Company with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Company as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, each holder of a Subscription Receipt shall be entitled to receive and shall accept (subject to satisfaction of the Escrow Release Conditions) upon the automatic conversion of the Subscription Receipts, in lieu of the number of Underlying Shares to which the Subscription Receiptholder was prior thereto entitled, the kind and number of shares or other securities or property of the Company 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 Subscription Receiptholder 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 Subscription Receiptholder had been the registered holder of the number of Underlying Shares to which immediately before the transaction or event such Subscription Receiptholder was entitled upon the automatic conversion of the Subscription Receipts. To give effect to or to evidence the provisions of this Section 8.1(d), the Company, 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 Agreement with respect to the rights and interests thereafter of the Subscription Receiptholder to the effect that the provisions set out in this Agreement 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 Subscription Receiptholder is entitled upon the automatic conversion of the Subscription Receipts thereafter. Any agreement entered into between the Company and the Subscription Receipt Agent pursuant to the provisions of this Section 8.1(d) shall be a supplemental agreement entered into pursuant to the provisions of Article 11. Any agreement entered into between the Company, any successor to the Company 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 8.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances.

• (e) In any case in which this Section 8.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein the Company may defer, until the occurrence of such event, issuing to the holder of any Subscription Receipt in respect of which the Subscription Receipts are automatically exercised after such event, the additional Underlying Shares or other securities or property issuable upon the automatic conversion of the Subscription Receipts, by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Company shall deliver to such Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such Subscription Receiptholder's right to receive such additional Underlying 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 Common Shares or other securities or property declared in favour of holders of record of Common Shares or securities or property on and after the relevant date of the automatic conversion of the Subscription Receipts, or such later date as such Subscription Receiptholder would, but for the provisions of this Section 8.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to this Section 8.1, provided that if the other securities are not securities of the Company, the Company will not be liable to any holder should the issuer thereof not pay any distribution declared thereon.

• (f) No adjustment in the number of Common Shares to be issued shall be made in respect of any events described in Section 8.1 if the Subscription Receiptholders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Subscription Receipts had been automatically converted immediately prior to the effective date or record date of the events.

• (g) The adjustments provided for in this Section 8.1 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 8.1, provided that, notwithstanding any other provision of this Section 8.1 no adjustment of the number of Underlying Shares issuable upon conversion of the Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Underlying Shares issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this Section 8.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

• (h) If the Company 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 issuable upon conversion of the Subscription Receipts.

• (i) After any adjustment pursuant to this Section 8.1, the term "Common Shares" where used in this Agreement 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 8.1, the Subscription Receiptholder is entitled to receive upon conversion of the Subscription Receipts, and the number of Underlying Shares to be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Underlying Shares or other property or securities a Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 8.1, upon the full conversion of the Subscription Receipts, as the case may be.

8.2 No Adjustment for Stock Options etc.

Notwithstanding anything to the contrary in this Article 8, no adjustment shall be made pursuant to this Agreement in respect of the issue of Common Shares pursuant to any stock option or other equity incentive or stock purchase plan in force from time to time for officers, Directors or employees of the Company or pursuant to any stock option or other equity incentives granted or pursuant to the satisfaction of existing instruments issued prior to the date of this Agreement.

8.3 Determination by Company's Auditors

In the event of any question arising with respect to the adjustments provided for in this Article 8, such question shall, absent manifest error, be conclusively determined by the Company's auditors, who shall have access to all necessary records of the Company, and such determination shall, absent manifest error, be binding upon the Company, the Subscription Receipt Agent, all Subscription Receiptholders and all other Persons interested therein.

8.4 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 Subscription Receipts, the Company shall take any corporate action which may, in the opinion of Counsel (acting reasonably), be necessary to ensure that the Company has sufficient authorized capital and that the Company may validly and legally issue, as fully paid and non-assessable securities, all of the securities which the holders of such Subscription Receipts are entitled to receive on the conversion of the Subscription Receipts, in accordance with the provisions of this Agreement.

8.5 Action Requiring Adjustment

In case the Company, after the date hereof, shall take any action affecting the Underlying Shares, other than the actions described in this Article 8, which, in the opinion of the Directors would materially adversely affect the rights of the Subscription Receiptholders, then the number of Underlying Shares which are to be received upon the conversion of the Subscription Receipts 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 Subscription Receiptholders in such circumstances.

8.6 Certificate of Adjustment

The Company shall, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this Article 8, deliver a Certificate of the Company 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, if required by the Subscription Receipt Agent, shall be supported by a certificate of the Company's auditors verifying such calculation.

8.7 Notice of Special Matters

The Company covenants with the Subscription Receipt Agent that, so long as any Subscription Receipt remains outstanding, it will give notice to the Subscription Receipt Agent and to the Subscription Receiptholders of its intention to fix the record date for any event referred to in Section 8.1 which may give rise to an adjustment in the number of Underlying Shares issuable upon conversion of the Subscription Receipts. Such notice shall specify the particulars of such event and the record date for such event, provided that the Company 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 shall be given in each case not less than fourteen (14) days prior to such applicable record date.

8.8 Protection of Subscription Receipt Agent

The Subscription Receipt Agent:

• (a) shall not at any time be under any duty or responsibility to any Subscription Receiptholder to determine whether any facts exist which may require any adjustment contemplated by Section 8.1, or with respect to the nature or extent of any such adjustment when made or 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 Underlying Shares or other shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Subscription Receipt;
• (c) shall not be responsible for any failure of the Company to issue, transfer or deliver Underlying Shares or certificates representing Underlying Shares or to comply with any of the covenants contained in this Article 8;
• (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 Company of any of the representations, warranties or covenants herein contained or for any acts of the agents of the Company; and
• (e) shall be entitled to act and rely upon the certificates of the Company or of the auditor of the Company and any other documents filed by the Company pursuant to Section 8.6.

ARTICLE 9 - ENFORCEMENT

9.1 Suits by Subscription Receiptholders

All or any of the rights conferred on the holder of any Subscription Receipt by the terms of the Subscription Receipt Certificate representing such Subscription Receipt or of this Agreement 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 of Subscription Receipts to enforce each and every provision herein contained for the benefit of the Subscription Receiptholders. 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 Subscription Receiptholders.

9.2 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 Company, but only the property of the Company shall be bound in respect hereof.

ARTICLE 10 - MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS

10.1 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 Subscription Receiptholders, and will do so on receipt of a Written Request of the Company or a Subscription Receiptholders' Request and on being funded and indemnified to its reasonable satisfaction by the Company or by one or more of the Subscription Receiptholders signing such Subscription Receiptholders' 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 (5) Business Days after receipt of such Written Request of the Company or Subscription Receiptholders' Request, funding and indemnification to its satisfaction, to give notice convening a meeting, the Company or any of such Subscription Receiptholders signing such Subscription Receiptholders' Request, as the case may be, may convene such meeting.
• (c) Place of Meeting: Every such meeting will be held in Toronto, Ontario, or by way of video conference or electronic meeting software, or such other place as is approved or determined by the Subscription Receipt Agent and the Company.

10.2 Notice

• (a) Notice: At least ten (10) Business Days' notice of any meeting must be given to the Subscription Receiptholders, to the Subscription Receipt Agent (unless the meeting has been called by it) and to the Company (unless the meeting has been called by it).
• (b) Contents: The notice of the meeting must state the 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, 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 10.

10.3 Chairman

Some individual (who need not be a Subscription Receiptholder) designated in writing by the Subscription Receipt Agent will be chairman of the meeting or, if no individual is so designated or the individual so designated is not present within fifteen (15) minutes after the time fixed for the holding of the meeting, the Subscription Receiptholders present in person or by proxy may choose some individual present to be chairman.

10.4 Quorum

(a) Quorum: Subject to the provisions of Section 10.12, at any meeting of Subscription Receiptholders, a quorum will consist of Subscription Receiptholders present in person or by proxy at the commencement of the meeting holding in the aggregate not less than 25% of the total number of Subscription Receipts then outstanding.

• (b) No Quorum: If a quorum of Subscription Receiptholders is not present within thirty (30) minutes after the time fixed for holding a meeting, the meeting, if summoned by Subscription Receiptholders or on a Subscription Receiptholders' Request, will be dissolved, but, subject to Section 10.12, in any other case will be adjourned to the third (3rd) following Business Day at the same time and place and no notice of the adjournment need be given.
• (c) Quorum at Adjourned Meeting: At the adjourned meeting the Subscription Receiptholders 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.

10.5 Power to Adjourn

The chairman of a meeting at which a quorum of the Subscription Receiptholders 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.

10.6 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 chairman 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.

10.7 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 chairman or requested by one or more Subscription Receiptholders 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 chairman 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.

10.8 Voting

On a show of hands, every person who is present and entitled to vote, whether as a Subscription Receiptholder or as proxy for one or more absent Subscription Receiptholders, or both, shall have one vote. On a poll, each Subscription Receiptholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Subscription Receipt then held or represented by him. A proxy need not be a Subscription Receiptholder. In the case of joint Subscription Receiptholders, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them shall be present in person or by proxy, they shall vote together in respect of Subscription Receipts of which they are joint registered Subscription Receiptholders. The chairperson of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Subscription Receipts, if any, held or represented by him.

10.9 Regulations

• (a) Ability to Make: The Subscription Receipt Agent, or the Company 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 Subscription Receiptholder;
  • (ii) governing the places at which and the times by which instruments appointing proxies must be deposited;
  • (iii) generally for the calling of meetings of Subscription Receiptholders 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 Company 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 10.10, 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.

10.10 The Company and Subscription Receipt Agent may be Represented

The Company and the Subscription Receipt Agent, by their respective employees, officers or directors, and Counsel and the Subscription Receipt Agent, may attend any meeting of Subscription Receiptholders, but will have no vote, absent (i) being appointed as a proxy; and/or (ii) being a Subscription Receiptholder.

10.11 Powers Exercisable by Extraordinary Resolution

In addition to all other powers conferred on them by the other provisions of this Agreement or by law, the Subscription Receiptholders 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 Subscription Receiptholders 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 Subscription Receiptholders against the Company, whether such right arises under this Agreement or otherwise, which shall be agreed to by the Company, and to authorize the Subscription Receipt Agent to concur in and execute any amendment or 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 Company under this Agreement or to enforce any right of the Subscription Receiptholders 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 10.11(c);

• (e) to waive and direct the Subscription Receipt Agent to waive any default by the Company in complying with any provision of this Agreement, either unconditionally or on any condition specified in the Extraordinary Resolution

• (f) to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Subscription Receiptholders, such of the powers of the Subscription Receiptholders as are exercisable by Extraordinary Resolution;

• (g) to restrain any Subscription Receiptholder from taking or instituting any suit, action or proceeding against the Company for the enforcement of any obligation of the Company under this Agreement or to enforce any right of the Subscription Receiptholders;

• (h) to direct any Subscription Receiptholder 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 it in connection therewith;

• (i) to assent to any change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any amendment or ancillary or supplemental instrument which may be agreed to by the Company 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 amendment or 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 Company; or

• (k) from time to time and at any time with the consent of the Company, to remove the Subscription Receipt Agent and appoint a successor Subscription Receipt Agent.

10.12 Meaning of "Extraordinary Resolution"

• (a) Meaning: The expression "Extraordinary Resolution" when used in this Agreement means, subject to the provisions of this Section 10.12 and of Section 10.15 and Section 10.16, a motion proposed at a meeting of Subscription Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article 10 at which there are present in person or by proxy at the commencement of the meeting Subscription Receiptholders holding in the aggregate not less than 25% of the total number of Subscription Receipts then outstanding and passed by the affirmative votes of Subscription Receiptholders 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) No Quorum: If, at a meeting called for the purpose of passing an Extraordinary Resolution, the quorum required by Section 10.12(a) is not present within thirty (30) minutes after the time fixed for the meeting, the meeting, if convened by Subscription Receiptholders or on a Subscription Receiptholders' Request, will be dissolved, but in any other case will be

adjourned to such day, being not less than five (5) Business Days or more than ten (10) Business Days later, and to such place and time, as is appointed by the chairman. Not less than three (3) Business Days' notice must be given to the Subscription Receiptholders of the time and place of such adjourned meeting.

• (c) Form of Notice: The notice must state that at the adjourned meeting the Subscription Receiptholders 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
• (d) Quorum at Adjourned Meeting: At the adjourned meeting, the Subscription Receiptholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed thereat by the favourable vote of the Subscription Receiptholders present in person or by proxy holding not less than 66⅔% of the Subscription Receipts represented at the meeting and voted on a poll shall be an extraordinary resolution within the meaning of this Agreement, notwithstanding that there may be less than two Subscription Receiptholders present in person or by proxy or Holders of 25% or more of the Subscription Receipts then outstanding are not present in person or by proxy at such adjourned meeting.
• (e) 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.

10.13 Power Cumulative

Any one or more of the powers, and any combination of the powers, in this Agreement stated to be exercisable by the Subscription Receiptholders 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 Subscription Receiptholders from exercising such power or powers or combination of powers thereafter from time to time.

10.14 Minutes

Minutes of all resolutions passed and proceedings taken at every meeting of the Subscription Receiptholders 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 Company, and any such minutes, if signed by the chairman 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.

10.15 Instruments in Writing

All actions that may be taken and any power that may be exercised by Subscription Receiptholders at a meeting held as provided in this Article 10 may also be taken and exercised by Subscription Receiptholders 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, Subscription Receiptholders who hold in the aggregate not less than 66⅔% 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 Agreement includes a resolution embodied in an instrument so signed.

10.16 Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 10 at a meeting of Subscription Receiptholders will be binding on all Subscription Receiptholders, 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 Subscription Receiptholders in accordance with Section 10.15 will be binding on all Subscription Receiptholders, whether signatories thereto or not, and every Subscription Receiptholder 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.

10.17 Evidence of Subscription Receiptholders

Any request, direction, notice, consent or other instrument which this Agreement may require or permit to be signed or executed by the Subscription Receiptholders, including a Subscription Receiptholders' Request, may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Subscription Receiptholders in person or by attorney duly appointed in writing. Proof of the execution of any such request, direction, notice, consent or other instrument or of a writing appointing any such attorney or (subject to the provisions of this Article 10 with regard to voting at meetings of Subscription Receiptholders) of the holding by any Person of Subscription Receipts shall be sufficient for any purpose of this Agreement if the fact and date of execution by any Person of such request, direction, notice, consent 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, direction, notice, consent 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. 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.

10.18 Holdings by the Company and Subsidiaries Disregarded

In determining whether Subscription Receiptholders 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, Subscription Receiptholders' Request or other action under this Agreement, a Subscription Receipt held by the Company or by a subsidiary of the Company will be deemed to be not outstanding. The Company shall provide the Subscription Receipt Agent with a Certificate of the Company providing details of any Subscription Receipts held by the Company or by a subsidiary of the Company upon the written request of the Subscription Receipt Agent.

ARTICLE 11 - SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES

11.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the Company and the Subscription Receipt Agent may, without the consent of the Subscription Receiptholders and subject to the provisions of this Agreement, execute and deliver amendments or 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 Subscription Receiptholders based on the opinion of Counsel;

• (b) evidencing the succession, or successive successions, of any other Person to the Company and the assumption by such successor of the covenants of, and obligations of, the Company under this Agreement;

• (c) 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 Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Subscription Receiptholders as a group;

• (d) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 10;

• (e) setting forth any adjustments resulting from the application of Article 8;

• (f) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Subscription Receiptholders as a group;

• (g) adding to or amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;

• (h) modifying any of the provisions of this Agreement or relieving the Company 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, such modification or relief impairs any of the rights of the Subscription Receiptholders 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 amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and

• (i) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that, in the opinion of the Subscription Receipt Agent, relying on theopinion of Counsel, the rights of the Subscription Receipt Agent and the Subscription Receiptholders as a group are not prejudiced thereby.

11.2 Successor Entities

In the case of the reclassification of the securities of the Company, a capital reorganization of the Company or an amalgamation, arrangement, consolidation, merger or transfer of the undertaking or assets of the Company as an entirety, or substantially as an entirety, to another person (a "successor entity"), the successor entity resulting from the reclassification, capital reorganization, amalgamation, arrangement, consolidation, merger or transfer (if not the Company) 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 Agreement to be performed by the Company 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 12 - CONCERNING SUBSCRIPTION RECEIPT AGENT

12.1 Applicable Legislation

If and to the extent that any provision of this Agreement limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, the mandatory requirement will prevail. The Company and the Subscription Receipt Agent each will at all times in relation to this Agreement and any action to be taken hereunder observe and comply with and be entitled to the benefits of Applicable Legislation.

12.2 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 Agreement, the Subscription Receipt Agent will act honestly and in good faith with a view to the best interests of Subscription Receiptholders and will exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. 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 Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained 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.
• (b) No Relief from Liability: No provision of this Agreement 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 Subscription Receiptholders hereunder is on the condition that the Subscription Receipt Agent shall have received a Subscription Receiptholders' Request specifying the act, action or proceeding which the Subscription Receipt Agent is requested to take and, when required by notice to the Subscription Receiptholders by the Subscription Receipt Agent, the Subscription Receipt Agent is furnished by one or more Subscription Receiptholders 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 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 Agreement will require the Subscription Receipt Agent to expend or risk its own funds or otherwise incur financial 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 Subscription Receiptholders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipt Certificates held by them, for which certificates the Subscription Receipt Agent will issue receipts.
• (f) Restriction: Every provision of this Agreement 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) Right Not to Act/ Right to Resign: 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, acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation,

regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, acting reasonably, determine at any time that its acting under this Agreement has resulted in its being in non- compliance with any applicable anti- money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days' written notice to the Company provided (i) that the Subscription Receipt Agent's written notice shall describe the circumstances of such noncompliance; and (ii) that if such circumstances are rectified to the Subscription Receipt Agent's satisfaction, acting reasonably, within such ten-day period, then such resignation shall not be effective.

(h) Transfers: No duty shall rest with the Subscription Receipt Agent to determine compliance of the transferor or transferee with applicable securities laws. The Subscription Receipt Agent shall be entitled to assume that all transfers are legal and proper.

12.3 Evidence, Experts and Advisers

• (a) Evidence: In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Company 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 Company.
• (b) 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, as to the truth of any statement or the accuracy of any opinion expressed therein, on any statutory declaration, opinion, report, certificate or other evidence furnished to the Subscription Receipt Agent pursuant to a provision hereof or of Applicable Legislation or pursuant to a request of the Subscription Receipt Agent, if the Subscription Receipt Agent examines such evidence and determines that it complies with the applicable requirements of this Agreement.
• (c) Statutory Declaration: Whenever Applicable Legislation requires that evidence referred to in Section 12.3(a) be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a Certificate of the Company 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 Company or by any other officer(s) or director(s) of the Company to whom such authority is delegated by the Directors from time to time. In addition, the Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, direction, instruction, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.
• (d) Proof of Execution: Proof of the execution of any document or instrument in writing, including a Subscription Receiptholders' Request, by a Subscription Receiptholder may be made by the certificate of a notary public, solicitor or commissioner for oaths, or other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution, or in any other manner that the Subscription Receipt Agent considers adequate and in respect of a corporate Subscription Receiptholder, shall include a certificate of incumbency of such Subscription Receiptholder together with a certified resolution authorizing the Person who signs such instrument to sign such instrument.
• (e) Experts: The Subscription Receipt Agent may 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, and will not be responsible for any misconduct or negligence on the part of any of them. The Company 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, appraiser or other expert or advisor, whether retained or employed by the Company or by the Subscription Receipt Agent, in relation to any matter arising in the administration of the duties and obligations hereof.

12.4 Documents, Money, etc. held by Subscription Receipt Agent

Any security, document of title or other instrument that may at any time be held by the Subscription Receipt Agent subject to the provisions of this Agreement may be placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian chartered bank or deposited for safekeeping with any such bank.

12.5 Action by Subscription Receipt Agent to Protect Interest

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 Subscription Receiptholders.

12.6 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 of the duties and obligations and powers of this Agreement.

12.7 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 will not be liable for or by reason of, or required to substantiate, any statement of fact, representation or recital in this Agreement or in the Subscription Receipt Certificates or DRS Advices (except in the certification of the Subscription Receipt Agent on the Subscription Receipt Certificates and the representation in Section 12.9 hereof), but all such statements or recitals are and will be deemed to be made by the Company;
  • (ii) 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 Agreement or any amendment or instrument ancillary or supplemental hereto;
  • (iii) the Subscription Receipt Agent will not be bound to give notice to any Person of the execution hereof;
  • (iv) the Subscription Receipt Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, wilful misconduct, fraud or bad faith;
  • (v) the Subscription Receipt Agent will not incur any liability or responsibility or be in any way responsible for the consequence of any breach by the Company of any

obligation or warranty herein contained or of any act of any director, officer, employee or agent of the Company;

• (vi) subject to Section 12.9, the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Company, including the Subscription Receipts, and generally may contract and enter into financial transactions with the Company or any related entity of the Company without being liable to account for any profit made thereby;
• (vii) 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;
• (viii) 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;
• (ix) 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 accrued thereon) with the Subscription Receipt Agent at the time of disbursement; and
• (x) notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Subscription Receipt Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits, or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.
• (b) Indemnity: In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Company shall at all times indemnify the Subscription Receipt Agent and its affiliates, their successors and assigns, and each of their directors, officers, employees and agents (the "Indemnified Parties") and save them harmless from and against all claims, demands, losses, actions, causes of action, suits, proceedings, liabilities, damages, costs, charges, assessments, judgments and expenses (including expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Agreement including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Subscription Receipt Agent's duties, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent's gross negligence, fraud, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Company. Notwithstanding any other provision hereof, the Company agrees that its liability

hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. Notwithstanding any other provision hereof, this indemnity shall survive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement.

12.8 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 12.8, by giving to the Company not less than sixty (60) days' notice in writing or, if a new subscription receipt agent has been appointed, such shorter notice as the Company 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 Subscription Receiptholders by Extraordinary Resolution in accordance with Section 10.11(k) 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 Company shall forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Subscription Receiptholders.

• (d) Failure to Appoint: Failing such appointment by the Company, the retiring Subscription Receipt Agent or any Subscription Receiptholder may apply at the expense of the Company 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 12.8 must be a corporation authorized to carry on the business of a transfer agent or trust company in the Province of 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 Company, all such conveyances or other instruments as, in the opinion of Counsel, are necessary or advisable for the purpose of assuring the transfer of such powers, rights, duties and responsibilities to the new subscription receipt agent including, without limitation, an appropriate instrument executed by the new subscription receipt agent accepting such appointment and, at the request of the Company, 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 Company, the Subscription Receiptholders or by the Court will be subject to removal as aforesaid by the Subscription Receiptholders and by the Company.

• (f) Notice of New Subscription Receipt Agent: On the appointment of a new subscription receipt agent, the Company will promptly give notice thereof to the Subscription Receiptholders in accordance with Section 12.2(a).

• (g) Successor Subscription Receipt Agent: A corporation into or with which the Subscription Receipt Agent is merged or consolidated or amalgamated, or to which all or substantially all of its corporate trust business is sold or otherwise transferred, or any corporation resulting therefrom to which the Subscription Receipt Agent will be a party, or any 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 12.8(e).

• (h) Certificates: A Subscription Receipt 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 new or successor subscription receipt agent. In case at any time any of the Subscription Receipt Certificates have not been countersigned, a Subscription Receipt Certificate may be countersigned either in the name of the predecessor Subscription Receipt Agent or new or successor subscription receipt agent, and in all such cases such Subscription Receipt Certificates will have the full force provided in the Subscription Receipt Certificates and in this Agreement. In case at any time the name of the Subscription Receipt Agent is changed and at such time any of the Subscription Receipt Certificates have been countersigned but not delivered, the Subscription Receipt Agent may adopt the countersignature under its prior name and deliver Subscription Receipt Certificates so countersigned; and in case at that time any of the Subscription Receipt Certificates have not been countersigned, the Subscription Receipt Agent may countersign such Subscription Receipt Certificates either in its prior name or in its changed name; and in all such cases such Subscription Receipt Certificates will have the full force provided in the Subscription Receipt Certificates and in this Agreement.

12.9 Conflict of Interest

The Subscription Receipt Agent represents to the Company that at the time of execution and delivery hereof no material conflict of interest exists between its role as a subscription receipt agent hereunder and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within ninety (90) days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its appointment as subscription receipt agent hereunder to a successor subscription receipt agent approved by the Company and meeting the requirements set forth in Section 12.8(e). Notwithstanding the foregoing provisions of this Section 12.9, if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Agreement and any Subscription Receipt Certificates shall not be affected in any manner whatsoever by reason thereof.

12.10 Acceptance of Duties and Obligations

The Subscription Receipt Agent hereby accepts the duties and obligations in this Agreement 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 Agreement 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.

ARTICLE 13 - GENERAL

13.1 Notice

(a) Unless herein otherwise expressly provided, a notice to be given hereunder to the Company or the Subscription Receipt Agent will be validly given if delivered personally, if sent by registered letter, postage prepaid, or if sent by facsimile or email transmission:

(i) if to the Company:

NiCAN Limited 390 Bay Street, Suite 700A Toronto, ON M5H 2Y2 Attention: Brad Humphrey Email: bhumphrey@nicanltd.com

With copies (which shall not constitute notice) to:

Borden Ladner Gervais LLP Bay Adelaide Centre, East Tower 22 Adelaide Street West Toronto, ON M5H 4E3 Attention: Erik Goldsilver Email: egoldsilver@blg.com

(ii) if to 390:

1287390 B.C. Ltd. 145 Adelaide Street West, Suite 401 Toronto, ON M5H 4E5 Attention: Riley Keast Email: ssandusky@medalistcapital.ca

With copies (which shall not constitute notice) to:

McLeod Law LLP 500, 707-5th Street SW Calgary, AB T2P 0Y3 Attention: Eugene Chen Email: echen@mcleod-law.com

(iii) if to the Subscription Receipt Agent:

TSX Trust Company 301-100 Adelaide Street W. Toronto, ON M5H 4H1 Facsimile: (416) 361-0470 Attention: Vice President, Corporate Trust Email: tmxestaff-corporatetrust@tmx.com

and any such notice delivered or transmitted in accordance with the foregoing on a Business Day will be deemed to have been received on the date of delivery or facsimile or email transmission or, if such day is not a Business Day, on the first (1st) Business Day following such delivery or transmission, and any such notice sent by registered letter in accordance with the foregoing will be deemed to have been received on the second (2nd) Business Day following the day of the mailing of the notice.

• (b) Any party hereto may be, may from time to time notify each of the other parties hereto in the manner provided in Section 13.1(a) 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 Company or the Subscription Receipt Agent, as the case may be, for all purposes of this Agreement.
• (c) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving Canadian postal employees, a notice to be given to the Company or the Subscription

Receipt Agent 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.

13.2 Notice to Subscription Receiptholders

• (a) Notice: Unless herein otherwise expressly provided, a notice to be given hereunder to Subscription Receiptholders will be deemed to be validly given if the notice is sent by ordinary surface or air mail, postage prepaid, addressed to the Subscription Receiptholders or delivered (or so mailed to certain Subscription Receiptholders and so delivered to the other Subscription Receiptholders) at their respective addresses appearing on any of the registers of holders described in Section 4.1, 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) Date of Notice: A notice so given by mail or so delivered will be deemed to have been given on the third (3rd) 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 Subscription Receiptholder will not invalidate any action or proceeding founded thereon.

13.3 Satisfaction and Discharge of Agreement

Upon the earlier of (i) the issuance of the Underlying Shares required to be issued in compliance with the provisions hereof, and delivery by the Subscription Receipt Agent of the Escrowed Funds as provided for in Section 7.3, upon satisfaction of the Escrow Release Conditions (at or before the Escrow Release Deadline); and (ii) the payment of all applicable payments to the Subscription Receiptholders as provided for in Section 7.4 upon the Subscription Receiptholders becoming entitled to the amounts set forth in Section 7.4(a) pursuant to Section 7.4(a), this Agreement shall cease to be of further effect and, on demand of and at the cost and expense of the Company and on delivery to the Subscription Receipt Agent of a Certificate of the Company stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and on payment to the Subscription Receipt Agent of any remaining remuneration, expenses and disbursements of the Subscription Receipt Agent payable under Section 6.2, the Subscription Receipt Agent shall execute proper instruments acknowledging the satisfaction of and discharging of this Agreement.

13.4 Sole Benefit of Parties and Subscription Receiptholders

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

13.5 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.

13.6 Force Majeure

No party hereto shall be liable to the others, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures) and any additional restrictions or regulations imposed as a result of any of the above events. Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 13.6.

13.7 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 Agreement 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 Agreement for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions thereto.

Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

13.8 Electronic Copies

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

13.9 Counterparts and Formal Date

This Agreement may be executed in several counterparts, 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 Agreement.

13.10 English Language

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

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

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

NICAN LIMITED

Per: "Brad Humphrey (Signed) Name: Brad Humphrey Title: President & CEO

1287390 B.C. LTD.

Per: "James Ward" (Signed) Name: James Ward Title: CEO

TSX TRUST COMPANY

• Per: "Sumit Khanna" (Signed) Name: Sumit Khanna Title: Corporate Trust Officer
• Per: "Donald Crawford" (Signed) Name: Donald Crawford Title: Senior Trust Officer

SCHEDULE "A"

FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) MARCH 30, 2022, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."

[For Subscription Receipts required to bear the U.S. legend in Section 2.5(c), include:

"THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON 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 ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D) OR (E), THE COMPANY WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."]

Certificate No.[●] [●] Subscription Receipts

NICAN LIMITED

(a corporation existing under the laws of the Province of Ontario)

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 NiCAN Limited (the "Company") and is thereby entitled, without payment of any additional consideration, to be issued, on the Release Date (as defined in the Subscription Receipt Agreement hereinafter referred to) one Common Share of the Company in respect of each Subscription Receipt held.

This Subscription Receipt Certificate represents Subscription Receipts of the Company issued under the provisions of a subscription receipt agreement (which agreement, together with all amendments and instruments supplemental or ancillary thereto, is herein referred to as the "Subscription Receipt Agreement") dated as of March 30, 2022, among the Company, 1287390 B.C. Ltd. and TSX Trust Company (the "Subscription Receipt Agent"). Reference is hereby made for particulars of the rights of the holders of the Subscription Receipts, the Company and the Subscription Receipt Agent 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 Agreement 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 Subscription Receipt Certificate and the Subscription Receipt Agreement, the terms of the Subscription Receipt Agreement shall govern. All capitalized terms used but not defined in this Subscription Receipt Certificate shall have the meaning ascribed thereto in the Subscription Receipt Agreement. The Company will furnish to the holder, on request, a copy of the Subscription Receipt Agreement.

Upon satisfaction of the Escrow Release Conditions, the Subscription Receipts represented by this Subscription Receipt Certificate will be automatically converted by the Subscription Receipt Agent into Common Shares for and on behalf of the holder on the Release Date and the holder will be a holder of the Common Shares issuable on the conversion of such Subscription Receipts without the taking of any further action by the holder, including the surrender of this Subscription Receipt Certificate and the payment of additional consideration. 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.

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

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

In the event that a Termination Event occurs, the Subscription Receipts represented by this Subscription Receipt Certificate shall, without any action on the part of the holders thereof (including the surrender of this Subscription Receipt Certificate), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and holders of Subscription Receipts shall thereafter have no rights hereunder except to receive the greater of (i) the aggregate HD Offering Price or FT Offering Price for their HD Subscription Receipts or FT Subscription Receipts, respectively, and (ii) their pro rata share of the HD Escrowed Funds or their pro rata share of the FT Escrowed Funds, respectively, less applicable withholding taxes, if any, in accordance with the Subscription Receipt Agreement.

THE HOLDER OF THIS SUBSCRIPTION RECEIPT CERTIFICATE 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.

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 Common Shares issued to such holder.

The Subscription Receipts evidenced by this Subscription Receipt Certificate and the Common Shares issuable upon conversion of the Subscription Receipts 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. All or any portion of this Subscription Receipt Certificate may not be offered, sold or pledged or otherwise transferred in the United States or by a person in the United States or a U.S. person (as defined in Regulation S under the U.S. Securities Act) except in limited circumstances contemplated in the Subscription Receipt Agreement.

No Common 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 Agreement 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 transferrable in accordance with the terms of the Subscription Receipt Agreement.

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

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 Agreement.

Time is of the essence hereof.

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

IN WITNESS WHEREOF the Company 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 _________________, 2022.

NICAN LIMITED

Per: _________________________________

Authorized Signatory

This Subscription Receipt Certificate is one of the Subscription Receipt Certificates referred to in the Subscription Receipt Agreement.

Countersigned this _____day of_____________________, 2022.

TSX TRUST COMPANY

Per: _________________________________

Authorized Signatory

FORM OF TRANSFER

TO: TSX Trust Company Attn: Corporate Trust

AND TO: NiCAN Limited (the "Company")

FOR VALUE RECEIVED, the undersigned transferor hereby sells, assigns and transfers unto

		(Transferee)
		(Address)
(Social Insurance Number / Social Security Number)
		_____________ of the Subscription Receipts registered in the name of the undersigned transferorrepresented by the Subscription Receipt Certificate and hereby irrevocably constitutes and appoints________________________________as its attorney with full power of substitution to transfer the saidsecurities on the appropriate register of the Subscription Receipts.
		In the case of a Subscription Receipt Certificate that contains a U.S. restrictive legend, theundersigned hereby represents, warrants and certifies that (only one of the following must be checked):
	(A)	the transfer is being made only to the Company; or
	(B)	the transfer is being made outside the United States in an "offshore transaction"(as such term is defined in Regulation S under the United States Securities Act of1933, as amended (the "U.S. Securities Act")) in accordance with Rule 904 ofRegulation S under the U.S. Securities Act and in compliance with any applicablelocal laws and regulations and the undersigned has provided an executeddeclaration to the Subscription Receipt Agent and to the Company, in substantiallythe form set forth as Schedule "D" to the Subscription Receipt Agreement (or insuch other form as the Company may prescribe from time to time) and, if requestedby the Company , an opinion of counsel of recognized standing or other evidencein form and substance reasonably satisfactory to the Company to the effect thatsuch sale is being made in compliance with Rule 904 of Regulation S under theU.S. Securities Act;
	(C)	the transfer is being made in compliance with the exemption from the registrationrequirements of the U.S. Securities Act provided by (i) Rule 144 thereunder, ifavailable, or (ii) Rule 144A thereunder, if available, and, in each case, incompliance with any applicable U.S. state securities laws, provided that a legalopinion of counsel of recognized standing or other evidence reasonablysatisfactory to the Company that such transfer is exempt from registration underthe U.S. Securities Act and applicable U.S. state securities laws has beendelivered to the Company and the Subscription Receipt Agent;
	(D)	the transfer is being made in compliance with another exemption from registrationunder the U.S. Securities Act or any applicable U.S. state securities laws, providedthat a legal opinion of counsel of recognized standing or other evidence reasonablysatisfactory to the Company that such transfer is exempt from registration underthe U.S. Securities Act and applicable U.S. state securities laws has beendelivered to the Company and the Subscription Receipt Agent; or
	(E)	the transfer is being made pursuant to a registration statement that has been

declared effective under the U.S. Securities Act and is available for the resale of the Subscription Receipts represented by this form of transfer.

DATED this ____day of ______________, 20___.

Signature of Subscription Receipt Holder Signature Guarantee (Transferor)

_________________________________

Print name

Address

NOTES:

1. The signature to this transfer must correspond with the name as recorded on the Subscription Receipts in every particular without alteration or enlargement or any change whatsoever. The signature of the person executing this transfer must be guaranteed by a Schedule I Canadian chartered bank, or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program.

_________________________________ ______________________________

1. Subscription Receipts shall only be transferable in accordance with the Subscription Receipt Agreement among NiCAN Limited, 1287390 B.C. Ltd. and TSX Trust Company dated as of March 30, 2022, Applicable Legislation and the rules and policies of any applicable stock exchange.

SCHEDULE "B"

ESCROW RELEASE NOTICE

TO: TSX TRUST COMPANY

Reference is made to the subscription receipt agreement dated as of March 30, 2022 (the "Subscription Receipt Agreement") among NiCAN Limited (the "Company"), 1287390 B.C. Ltd. and TSX Trust Company (the "Subscription Receipt Agent"). Unless otherwise defined herein, words and terms with the letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement.

The Subscription Receipt Agent is hereby notified that the Escrow Release Conditions have been satisfied in full in accordance with the Subscription Receipt Agreement, and, accordingly, the Subscription Receipt Agent is hereby irrevocably directed and authorized to, in accordance with Section 7.3 of the Subscription Receipt Agreement release on the Release Date to:

• (i) the Finders, $[●], representing the remaining 50% of the Finder's Fees, by means of wire transfer(s) of immediately available funds in the amounts, and to the bank account(s) as attached hereto;
• (ii) the Company, $[●], representing the balance of the Escrowed Funds less $[●], being the remaining remuneration, expenses and disbursements of the Subscription Receipt Agent payable pursuant to the Subscription Receipt Agreement, by means of wire transfer(s) of immediately available funds in the amounts and to the bank account(s) as attached hereto; and
• (iii) retain $[●], representing the balance of the remuneration, expenses and disbursements of the Subscription Receipt Agent payable pursuant to the Subscription Receipt Agreement

This Escrow Release Notice may be delivered by facsimile, is irrevocable and shall constitute your good and sufficient authority for taking the actions described herein.

DATED this ___ day of _____________, 20_______.

NICAN LIMITED

Per: _________________________________

Name: Title:

Per: _________________________________

Name: Title:

SCHEDULE "C"

FORM OF DRS ADVICE

[Attached as pages following]

SCHEDULE "D"

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: NICAN LIMITED (the "Company")

AND TO: The registrar and transfer agent for the securities of the Company

The undersigned (A) acknowledges that the sale of the securities of Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (B) certifies that (1) the undersigned is not an "affiliate" of the Company as that term is defined in Rule 405 under the U.S. Securities Act, a "distributor" or an affiliate of "distributor", (2) the offer of such securities was not made to a person in the United States and either (a) 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 believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of a "designated offshore securities market" (as defined in Rule 902 of Regulation S under the U.S. Securities Act) 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, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any "directed selling efforts" in the United States in connection with the offer and sale of such securities, (4) 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 described in Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to replace such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S under the U.S. Securities Act. The undersigned in making this Declaration acknowledges that the Company is relying on the contents hereof and hereby agrees to indemnify and hold harmless the Company for any and all liability, losses, claims and demands in any way related to the subject matter of this Declaration.

DATED this ____day of _____, 20_____.

Affirmation by Seller's Broker-Dealer (required for sales under (B)(2)(b) above)

We have read the foregoing representations of our customer, _____________________ (the "Seller") dated __________________, with regard to our sale, for such Seller's account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange or other designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other 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 Regulation S under the U.S. Securities Act.

DATED this ____day of _____, 20__.

(Name of Firm)
By:
Name: 
Title: