Spartan Delta Corp.

and -

NATIONAL BANK FINANCIAL INC.

- and -

CIBC WORLD MARKETS INC.

- and -

ODYSSEY TRUST COMPANY

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issue of Subscription Receipts

Dated August 18, 2021

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ARTICLE 1 INTERPRETATION

	ARTICLE 1 INTERPRETATION
1.1	Definitions ..................................................................................................................... 2
1.2	Headings ....................................................................................................................... 5
1.3	References .................................................................................................................... 5
1.4	Certain Rules of Interpretation ...................................................................................... 6
1.5	Day Not a Business Day ............................................................................................... 6
1.6	Applicable Law .............................................................................................................. 6
1.7	Conflict .......................................................................................................................... 6
1.8	Currency ........................................................................................................................ 6
1.9	Severability .................................................................................................................... 6

ARTICLE 2

ISSUE OF SUBSCRIPTION RECEIPTS

	ARTICLE 2 ISSUE OF SUBSCRIPTION RECEIPTS
2.1	Payment Receipt ........................................................................................................... 6
2.2	Terms and Issue of Subscription Receipts ................................................................... 7
2.3	Fractional Subscription Receipts .................................................................................. 8
2.4	Register for Subscription Receipts ............................................................................... 8
2.5	Registers Open for Inspection ...................................................................................... 8
2.6	Receiptholder not a Shareholder .................................................................................. 8
2.7	Subscription Receipts to Rank Pari Passu ................................................................... 8
2.8	Electronic Deposit of Subscription Receipts ................................................................. 8
2.9	Signing of Subscription Receipt Certificates ............................................................... 10
2.10	Certification by the Subscription Receipt Agent ......................................................... 10
2.11	Issue in Substitution for Subscription Receipt Certificates Lost, etc. ......................... 10
2.12	Exchange of Subscription Receipt Certificates........................................................... 11
2.13	Charges for Exchange ................................................................................................ 11
2.14	Transfer and Ownership of Subscription Receipts ..................................................... 11
2.15	U.S. Restrictions on Resale for Subscription Receipts and Underlying Shares; U.S.
	Legends for Subscription Receipt Certificates Sold Under Regulation D .................. 12
2.16	Certain Transfers ........................................................................................................ 14
2.17	Listing of Subscription Receipts .................................................................................. 14
2.18	Right of Rescission ..................................................................................................... 14
2.19	Reliance by Subscription Receipt Agent .................................................................... 15

ARTICLE 3

SATISFACTION OF ISSUANCE RIGHT OR TERMINATION PAYMENT RIGHT

3.1 Release Notice ............................................................................................................ 15 3.2 Release of Escrowed Funds Upon Receipt of the Release Notice ............................ 15 3.3 Issue and Delivery of Underlying Shares and Payments Thereon............................. 16 3.4 Fractions...................................................................................................................... 17 3.5 Payment on Termination ............................................................................................. 17 3.6 Cancellation of Surrendered Subscription Receipt Certificates ................................. 18 3.7 Share Adjustments ...................................................................................................... 18

ARTICLE 4

INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST

	ARTICLE 4 INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST
4.1	Placement of Escrow Amount ..................................................................................... 19
4.2	Segregation of Escrowed Proceeds ........................................................................... 19

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ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

	ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS
5.1	Optional Purchases by the Corporation ...................................................................... 19
5.2	General Covenants ..................................................................................................... 19
5.3	Subscription Receipt Agent's Remuneration, Expenses and Indemnification ........... 21
5.4	Performance of Covenants by Subscription Receipt Agent ....................................... 21
5.5	Accounting .................................................................................................................. 22
5.6	Payments by Subscription Receipt Agent .................................................................. 22
5.7	Regulatory Matters ...................................................................................................... 22
5.8	SEC Filer ..................................................................................................................... 22
5.9	Privacy Consent .......................................................................................................... 22

ARTICLE 6

ENFORCEMENT

	ARTICLE 6 ENFORCEMENT
6.1	Suits by Receiptholder ................................................................................................ 23
6.2	Immunity of Shareholders, etc. ................................................................................... 23
6.3	Limitation of Liability .................................................................................................... 23

ARTICLE 7

MEETINGS OF RECEIPTHOLDERS

	ARTICLE 7 MEETINGS OF RECEIPTHOLDERS
7.1	Right to Convene Meetings......................................................................................... 24
7.2	Notice .......................................................................................................................... 24
7.3	Chairman ..................................................................................................................... 24
7.4	Quorum ....................................................................................................................... 24
7.5	Power to Adjourn ......................................................................................................... 25
7.6	Show of Hands ............................................................................................................ 25
7.7	Poll and Voting ............................................................................................................ 25
7.8	Regulations ................................................................................................................. 25
7.9	Corporation and Subscription Receipt Agent may be Represented........................... 26
7.10	Powers Exercisable by Extraordinary Resolution ....................................................... 26
7.11	Meaning of Extraordinary Resolution .......................................................................... 27
7.12	Powers Cumulative ..................................................................................................... 28
7.13	Minutes ........................................................................................................................ 28
7.14	Instruments in Writing ................................................................................................. 28
7.15	Binding Effect of Resolutions ...................................................................................... 29
7.16	Holdings by Corporation Disregarded......................................................................... 29

ARTICLE 8

SUPPLEMENTAL AGREEMENTS

8.1 Provision for Supplemental Agreements for Certain Purposes .................................. 29

ARTICLE 9

CONCERNING THE SUBSCRIPTION RECEIPT AGENT

	ARTICLE 9 CONCERNING THE SUBSCRIPTION RECEIPT AGENT
9.1	Rights and Duties of Subscription Receipt Agent ....................................................... 30
9.2	Evidence, Experts and Advisers ................................................................................. 31
9.3	Documents, Monies, etc. Held by Subscription Receipt Agent .................................. 32
9.4	Actions by Subscription Receipt Agent to Protect Interest ......................................... 32
9.5	Subscription Receipt Agent not Required to Give Security ........................................ 32
9.6	Protection of Subscription Receipt Agent ................................................................... 32
9.7	Replacement of Subscription Receipt Agent; Successor by Merger.......................... 33

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9.8	Conflict of Interest ....................................................................................................... 34
9.9	Acceptance of Appointment ........................................................................................ 34
9.10	Subscription Receipt Agent Not to be Appointed Receiver ........................................ 35

ARTICLE 10 GENERAL

	ARTICLE 10 GENERAL
10.1	Notice to the Corporation, the Subscription Receipt Agent and the Co-Lead
	Underwriters ................................................................................................................ 35
10.2	Notice to Receiptholders ............................................................................................. 36
10.3	Force Majeure ............................................................................................................. 37
10.4	Ownership and Transfer of Subscription Receipts ..................................................... 37
10.5	Evidence of Ownership of Subscription Receipts ....................................................... 37
10.6	Anti-Money Laundering and Anti-Terrorist Legislation ............................................... 38
10.7	Satisfaction and Discharge of Agreement .................................................................. 38
10.8	Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties
	and Receiptholders ..................................................................................................... 39
10.9	Subscription Receipts Owned by the Corporation or its Subsidiaries - Certificate to be
	Provided ...................................................................................................................... 39
10.10	Effect of Execution ...................................................................................................... 39
10.11	Time of Essence ......................................................................................................... 39
10.12	Counterparts ............................................................................................................... 39

ADDENDA

SCHEDULE A FORM OF SUBSCRIPTION RECEIPT CERTIFICATE ........................................... A-1 SCHEDULE B RELEASE NOTICE .................................................................................................. B-1 SCHEDULE C IRREVOCABLE DIRECTION................................................................................... C-1 SCHEDULE D FORM OF DECLARATION FOR REMOVAL OF LEGEND .................................... D-1

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THIS SUBSCRIPTION RECEIPT AGREEMENT made as of the 18[th] day of August, 2021.

AMONG:

SPARTAN DELTA CORP. (hereinafter referred to as the " Corporation "), a corporation amalgamated under the laws of the Province of Alberta;

AND:

NATIONAL BANK FINANCIAL INC. (hereinafter referred to as " NBF ") and CIBC WORLD MARKETS INC. (hereinafter referred to as " CIBC ", and collectively with NBC, the " Co-Lead Underwriters "), on behalf of the Underwriters who are party to the Underwriting Agreement providing for the issue and sale to investors of the Subscription Receipts (as each is defined herein);

AND:

ODYSSEY TRUST COMPANY (hereinafter referred to as the " Subscription Receipt Agent "), a trust company incorporated under the laws of the Province of Alberta having an office in the City of Calgary, in the Province of Alberta or its successors, from time to time, under this Agreement;

WHEREAS the Corporation is proposing to issue and sell Subscription Receipts (as defined herein) representing the right to receive Underlying Shares (as defined herein) in certain circumstances, as set out herein;

AND WHEREAS the Corporation and the Co-Lead Underwriters, on behalf of themselves and the other Underwriters have agreed that:

(a) the Escrowed Proceeds (as defined herein) are to be delivered to and held by the Subscription Receipt Agent and invested on behalf of the Receiptholders (as defined herein) in the manner set forth herein;
(b) upon satisfaction of the Escrow Conditions (as defined herein) on or before the Deadline (as defined herein), the Escrowed Funds (as defined herein), less an amount equal to the remaining portion of Underwriting Fee (as defined herein) payable to the Underwriters in accordance with the Underwriting Agreement (as defined herein) plus all Earned Interest (as defined herein) thereon, will be released by the Subscription Receipt Agent to the Corporation, or as otherwise directed by the Corporation, to be used by the Corporation to complete the Acquisition (as defined herein) upon receipt of the Release Notice;
(c) if the Release Time (as defined herein) occurs on or before the Deadline, then (i) the Receiptholders shall be entitled to receive, without payment of additional consideration or further action on the part of such holders, one Underlying Share for each Subscription Receipt held by such holders; and (ii) the remaining Underwriting Fee plus all Earned Interest thereon will be released to NBF, on behalf of the Underwriters; and

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(d) if the Termination Time (as defined herein) occurs, the right to receive Underlying Shares represented by the Subscription Receipts shall be automatically terminated and cancelled and the Receiptholders shall be entitled to receive the Subscription Receipt Price (as defined herein) in respect of such holders' Subscription Receipts, together with such holders' pro rata share of the Earned Interest thereon from the date hereof up to and including the Termination Time, less applicable withholding taxes (to be satisfied in the first instance by the release of the Escrowed Funds and the Earned Interest to Receiptholders).

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

AND WHEREAS the foregoing recitals are by the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, as the context provides, and not by the Subscription Receipt Agent;

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed and declared as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement and the preamble and the recitals hereto, unless there is something in the subject matter or context inconsistent therewith or unless otherwise expressly provided, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

(a) " 1933 Act " means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;
(b) " 1934 Act " means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
(c) " Acquisition " means the proposed acquisition by the Corporation of all of the issued and outstanding shares of Velvet from the holders thereof, pursuant to the terms of the Acquisition Agreement;
(d) " Acquisition Agreement " means the pre-acquisition agreement dated July 28, 2021 between the Corporation and Velvet relating to the Acquisition, as amended, supplemented or otherwise modified from time to time in accordance with the provisions thereof;
(e) " Agreement " means this agreement, as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof;
(f) " Book-Based System " means the book-based securities transfer system administered by CDS in accordance with its operating rules and procedures in force from time to time;

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(g) " Business Day " means a day which is not Saturday or Sunday or a holiday in Calgary, Alberta or Toronto, Ontario;
(h) " Canadian financial institution " means an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;
(i) " CDS " means CDS Clearing and Depository Services Inc. and its successors in interest;
(j) " CDS Participant " means institutions that participate directly or indirectly in CDS' Book-Based System for the Subscription Receipts;
(k) " Common Shares " means the common shares in the capital of the Corporation;
(l) " Counsel " means a barrister or solicitor or a firm of barristers or solicitors, who may be counsel for the Corporation or the Subscription Receipt Agent, as applicable;
(m) " Court " has the meaning set forth in Section 9.7(a);
(n) " Deadline " means 5:00 p.m. (Calgary time) on November 15, 2021;
(o) " Designated Offices " means the principal offices of the Subscription Receipt Agent from time to time in the City of Calgary;
(p) " Earned Interest " means the interest or other income, if any, actually earned on the investment of the Escrowed Funds between the date hereof and the earlier to occur of the Release Time and the Termination Time;
(q) " Escrow Conditions " means delivery by the Corporation to the Co-Lead Underwriters of a certificate to the effect that the Acquisition has been completed in accordance with the Acquisition Agreement, without material waiver of the terms and conditions thereof, in whole or in part, by any of the parties thereto (unless the consent of the Co-Lead Underwriters, on behalf of the Underwriters, is given to such waiver or amendment, such consent not to be unreasonably withheld or delayed);
(r) " Escrowed Funds " means the Escrowed Proceeds plus the Earned Interest;
(s) " Escrowed Proceeds " has the meaning set forth in Section 2.1(a);
(t) " Extraordinary Resolution " has the meaning set forth in Section 7.11(a);
(u) " Indemnified Parties " has the meaning set forth in Section 9.6(f);
(v) " Irrevocable Direction " means the written irrevocable direction of the Corporation to Odyssey Trust Company, in its capacity as Transfer Agent and Subscription Receipt Agent, instructing the Transfer Agent to issue and deliver the Underlying Shares issuable pursuant to the Subscription Receipts, including those issuable pursuant to

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the Option Receipts, if applicable, substantially in the form set forth in Schedule C hereto;

(w) " Issue Date " means the date upon which the Release Notice and Irrevocable Direction have been delivered and issued, respectively, pursuant to Section 3.1 hereof;
(x) " Offering " means the offering of Subscription Receipts pursuant to the Underwriting Agreement and the Prospectus;
(y) " Option Receipts " mean the Subscription Receipts issuable to the Underwriters pursuant to the Over-Allotment Option;
(z) " Over-Allotment Option " means the over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement to purchase up to 4,455,450 Option Receipts at a price of $5.05 per Option Receipt, exercisable in whole or in part by the Underwriters at any time until the 30[th] day following the Closing Date (as such term is defined in the Underwriting Agreement);
(aa) " Person " includes an individual, corporation, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof;
(bb) " Prospectus " means the final short form prospectus of the Corporation dated August 10, 2021 relating to the distribution of the Subscription Receipts and, unless the context otherwise requires, includes all documents incorporated or deemed to be incorporated therein by reference and any amendments thereto;
(cc) " Receiptholders " or " holders " means the Person or Persons who are the registered owner or owners from time to time of the Subscription Receipts (including purchasers of Subscription Receipts whose purchase has not yet been settled and excluding registered owners of Subscription Receipts who have sold their Subscription Receipts) and also includes, while the Subscription Receipts are registered in the Book-Based System, the beneficial owner or owners of the Subscription Receipts;
(dd) " Receiptholders' Request " means an instrument signed in one or more counterparts by Receiptholders holding not less than 25% of the aggregate number of Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;
(ee)
" Release Amount " has the meaning set forth in Section 3.2;
(ff) " Release Notice " means the notice provided by the Corporation to the Subscription Receipt Agent, substantially in the form set forth in Schedule B hereto, executed by the Corporation and acknowledged by the Co-Lead Underwriters, confirming that the Escrow Conditions have been satisfied;
(gg) " Release Time " means the time at which the Escrow Conditions are satisfied and the Release Notice is delivered to and received by the Subscription Receipt Agent;
(hh)
" Shareholders " means the registered holders from time to time of Common Shares;
(ii) " Subscription Receipt Certificate " means a certificate evidencing Subscription Receipts in substantially the form attached as Schedule A hereto;

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(jj) " Subscription Receipt Price " means the sum of $5.05 per Subscription Receipt;
(kk) " Subscription Receipts " means the subscription receipts of the Corporation issued at the Subscription Receipt Price and certified hereunder and from time to time outstanding, each Subscription Receipt evidencing the rights set out in Section 2.2(a) hereof;
(ll) " Termination Time " means the earliest time of occurrence of any of the following events: (i) the Corporation fails to satisfy the Escrow Condition and deliver the Release Notice to the Subscription Receipt Agent on or before the Deadline; (ii) the Acquisition Agreement is terminated in accordance with its terms; or (iii) the Corporation advises the Subscription Receipt Agent and the Underwriters or formally announces to the public by way of press release or otherwise that it does not intend to proceed with the Acquisition;
(mm) " Transfer Agent " means Odyssey Trust Company, as registrar and transfer agent for the Common Shares;
(nn) " TSXV " means the TSX Venture Exchange;
(oo) " Underlying Shares " means the fully paid and non-assessable Common Shares issuable pursuant to the Subscription Receipts;
(pp) " Underwriters " means, collectively, NBF, CIBC, ATB Capital Markets Inc., BMO Nesbitt Burns Inc., TD Securities Inc. and Eight Capital;
(qq) " Underwriting Agreement " means the underwriting agreement dated effective July 28, 2021 between the Corporation and the Underwriters in respect of the Offering;
(rr) " Underwriting Fee " has the same meaning ascribed to it in the Underwriting Agreement;
(ss) " U.S. Purchasers " has the meaning set forth in Section 2.1(a);
(tt) " U.S. Subscription Receipt Certificates " means Subscription Receipt Certificates issued to purchasers in the United States purchasing pursuant to Rule 506(b) of Regulation D;
(uu) " Velvet " means Velvet Energy Ltd.; and
(vv) " written request of the Corporation " and " certificate of the Corporation " mean, respectively, a written request and certificate signed by an officer of the Corporation and may consist of one or more instruments so executed.

1.2 Headings

The headings, the table of contents and the division of this Agreement into Articles and Sections are for convenience of reference only and shall not affect the interpretation of this Agreement.

1.3 References

Unless otherwise specified in this Agreement references to:

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(a) Articles, Sections, and Schedules are to Articles, Sections, and Schedules in this Agreement; and
(b) " hereto ", " herein ", " hereby ", " hereunder ", " hereof " and similar expressions, without reference to a particular provision, refer to this Agreement.

1.4 Certain Rules of Interpretation

Unless otherwise specified in this Agreement, the singular includes the plural and vice versa; and references to any gender shall include references to all genders.

1.5 Day Not a Business Day

In the event that any day on or before which any action is 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.

1.6 Applicable Law

This Agreement and the Subscription Receipts shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

1.7 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.

1.8 Currency

All dollar amounts expressed in this Agreement and in the Subscription Receipts are in lawful money of Canada and all payments required to be made hereunder and thereunder shall be made in Canadian dollars.

1.9 Severability

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

ARTICLE 2 ISSUE OF SUBSCRIPTION RECEIPTS

2.1 Payment Receipt

(a) The Subscription Receipt Agent hereby agrees to receive from: (i) NBF, on behalf of the Underwriters, a wire transfer of funds in the amount of $149,413,011.75 in respect of the Offering; and (ii) the Corporation, on behalf of certain investors purchasing Subscription Receipts pursuant to Rule 506(b) of Regulation D (the " U.S. Purchasers "), wire transfers of funds in the aggregate amount of $587,138.25 in respect of the Offering (collectively, the " Escrowed Proceeds ") and shall retain such amounts in accordance with the terms of this Agreement pending payment of such amounts in accordance with the terms of this Agreement. The Corporation

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acknowledges and confirms that it has and will have no interest in the Escrowed Funds until the Release Time. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the Receiptholders and shall invest, disburse and deal with the Escrowed Funds as provided herein.

(b)
The Corporation hereby:
(i) acknowledges that the Escrowed Proceeds represent $150,000,150.00, being the gross proceeds of the Offering in respect of the Subscription Receipts;
(ii) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Section 2.1(a) represent payment in full for the Subscription Receipts; and
(iii) irrevocably directs the Subscription Receipt Agent to retain such amounts in accordance with the terms of this Agreement pending payment of such amounts in accordance with the terms of this Agreement.

2.2 Terms and Issue of Subscription Receipts

(a) Each Subscription Receipt shall evidence the right of each Receiptholder:
(i) if the Release Time occurs on or before the Deadline, to receive, for no additional consideration or further action on the part of the holder, subject to adjustment pursuant to Section 3.7, one Underlying Share, as set forth in Section 3.3; or
(ii) if the Termination Time occurs, to receive an amount equal to the Subscription Receipt Price in respect of each Subscription Receipt held by such holder, together with such holder's pro rata share of the Earned Interest thereon from the date hereof up to and including the Termination Time, less any applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement.
(b) 29,703,000 Subscription Receipts and a maximum of 4,455,450 Option Receipts are hereby created and authorized to be issued.
(c) Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as Schedule A, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent and, when applicable, CDS, prescribe, and shall be issuable in any whole number denominations.
(d) The Subscription Receipt Agent is hereby directed: (i) immediately following the execution and delivery of this Agreement, to execute, issue and deliver to the U.S. Purchasers, one or more U.S. Subscription Receipt Certificates, as directed by the U.S. Purchasers, representing an aggregate of 116,265 Subscription Receipts; and (ii) at the Closing Time (as defined in the Underwriting Agreement) to execute, issue and deliver to the Co-Lead Underwriters, on behalf of the Underwriters, one or more definitive Subscription Receipt Certificates, or deliver such Subscription Receipts by electronic delivery pursuant to the Book-Based System through the facilities of CDS, as directed by the Co-Lead Underwriters, representing an aggregate of 29,586,735 Subscription Receipts.

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

2.3 Fractional Subscription Receipts

No fractional Subscription Receipts shall be issued or otherwise provided for hereunder.

2.4 Register for Subscription Receipts

The Corporation hereby appoints the Subscription Receipt Agent as registrar of the Subscription Receipts, and the Subscription Receipt Agent shall keep at the Designated Offices, a securities register in which shall be entered the names and addresses of holders of Subscription Receipts and the number of Subscription Receipts held by each holder and any other particulars, prescribed by law, of the Subscription Receipts held by them. The Subscription Receipt Agent shall also keep at the Designated Offices, the register of transfers, and may also keep branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts, registered in that branch register of transfers.

2.5 Registers Open for Inspection

The registers hereinbefore referred to shall be open at all reasonable times during regular business hours of the Subscription Receipt Agent on a Business Day for inspection by the Corporation, the Subscription Receipt Agent or any Receiptholder. The Subscription Receipt Agent shall, from time to time when requested to do so by the Corporation, furnish the Corporation with a list of the names and addresses of Receiptholders entered in the registers kept by the Subscription Receipt Agent and showing the number of Underlying Shares which might then be acquired upon the exercise of the Subscription Receipts held by each such holder.

2.6 Receiptholder not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt evidenced by a Subscription Receipt Certificate or otherwise, shall confer or be construed as conferring upon a Receiptholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend meetings of Shareholders, or the right to receive dividends or any continuous disclosure materials of the Corporation. Each Receiptholder is only entitled to exercise the rights expressly provided for in the Subscription Receipt Certificates and this Agreement on the terms and conditions set forth herein.

2.7 Subscription Receipts to Rank Pari Passu

All Subscription Receipts shall rank pari passu , whatever may be the actual date of issue of same.

2.8 Electronic Deposit of Subscription Receipts

(a) Except as otherwise provided herein, Subscription Receipts will be issued on a noncertificated basis and registered in the name of, and deposited electronically with, CDS or its nominee pursuant to the Book-Based System.

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(b) Subject to Section 2.8(e), owners of the beneficial interests in the Subscription Receipts through CDS shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates or, unless otherwise requested, certificates for the Underlying Shares, in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement.
(c) Beneficial interests in the Subscription Receipts will be represented solely through a non-certificated position which will be evidenced by Book-Based System customer confirmations from the CDS Participant through which the Subscription Receipts are to be held in accordance with the practices and procedures of that CDS Participant. In addition, registration of interests in, and transfers of, the Subscription Receipts will be made only through the facilities of CDS. None of the Corporation, the Underwriters or the Subscription Receipt Agent shall have any responsibility or liability for: (i) any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts; (ii) maintaining, supervising or reviewing any records relating to the Subscription Receipts; or (iii) any advice or representation made by or with respect to CDS and contained in the Prospectus or relating to the rules governing CDS or any action to be taken by CDS or at the direction of a CDS Participant. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies or voting instruction forms.
(d) All references herein to actions by, notices given or payments made to the Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS Participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS Participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS Participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS Participants upon instructions from the CDS Participants. Each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments or giving of notices) as the authorized representative of the respective Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder.
(e) If: (i) the Book-Based System is terminated, required to be terminated by applicable law or ceases to exist, including where CDS resigns or is removed from its responsibility; (ii) the Corporation, with the written consent of the Co-Lead Underwriters, on behalf of the Underwriters, decides to terminate its participation in the Book-Based System; or (iii) otherwise required by applicable law, CDS shall surrender the Subscription Receipts to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Corporation shall issue and the Subscription Receipt Agent shall certify and deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

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(f) For the avoidance of doubt, notwithstanding the foregoing, U.S. Subscription Receipt Certificates sold pursuant to Rule 506(b) of Regulation D shall be issued in definitive certificated form, registered to the purchasers thereof. This Section 2.8 shall not apply to the U.S. Subscription Receipt Certificates sold pursuant to Rule 506(b) of Regulation D.

2.9 Signing of Subscription Receipt Certificates

The Subscription Receipt Certificates, if issued, shall be signed by an officer of the Corporation on behalf of the Corporation. The signature of such officer may be mechanically reproduced in facsimile or by other electronic means and Subscription Receipt Certificates bearing such facsimile signature shall, subject to Section 2.10, be binding upon the Corporation as if they had been manually signed by such officer. Notwithstanding that the Person whose manual or facsimile signature appears on any Subscription Receipt Certificate as such officer may no longer hold such position at the date of such Subscription Receipt Certificate or at the date of certification or delivery thereof, any Subscription Receipt Certificate signed as aforesaid shall, subject to Section 2.10, be valid and binding upon the Corporation and the holder thereof shall be entitled to the benefits of this Agreement.

2.10 Certification by the Subscription Receipt Agent

(a) No Subscription Receipt Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until the Subscription Receipt Certificate is certified by manual signature by or on behalf of the Subscription Receipt Agent, and such certification by the Subscription Receipt Agent upon any Subscription Receipt Certificate shall be conclusive evidence as against the Corporation that the Subscription Receipt Certificate so certified has been duly issued hereunder and that the holder is entitled to the benefits hereof.
(b) The certification of the Subscription Receipt Agent on Subscription Receipt Certificates issued hereunder shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates (except the due certification thereof) and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificates or any of them or of the consideration therefor except as otherwise specified herein. The certificate by or on behalf of the Subscription Receipt Agent on Subscription Receipt Certificates shall constitute a representation and warranty by the Subscription Receipt Agent that the said Subscription Receipt Certificates have been duly certified by or on behalf of the Subscription Receipt Agent pursuant to the provisions of this Agreement.

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

(a) In case any of the Subscription Receipt Certificates shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to applicable law and compliance with Section 2.11(b) below, shall issue and thereupon the Subscription Receipt Agent shall certify and deliver, a new Subscription Receipt Certificate of like tenor including the legend referred to in Section 2.15 as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Subscription Receipt Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Subscription Receipt Certificate, and the substituted Subscription Receipt Certificate shall be in a form approved by the Subscription Receipt Agent and shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipt Certificates issued or to be issued hereunder.

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(b) The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.11 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Subscription Receipt Agent in their sole discretion, and such applicant may also be required to furnish a surety bond and indemnity in an amount and form satisfactory to the Corporation and the Subscription Receipt Agent in their sole discretion and shall pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

2.12 Exchange of Subscription Receipt Certificates

(a) Subscription Receipt Certificates may, upon compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for another Subscription Receipt Certificate or Subscription Receipt Certificates entitling the holder thereof to, in the aggregate, the same number of Subscription Receipts as represented by the Subscription Receipt Certificates so exchanged.
(b) Subscription Receipt Certificates may be surrendered for exchange only at the Designated Offices of the Subscription Receipt Agent during regular business hours of the Subscription Receipt Agent.

2.13 Charges for Exchange

Except as otherwise herein provided, the Subscription Receipt Agent may charge to the holder requesting an exchange a reasonable sum for each new Subscription Receipt Certificate issued in exchange for Subscription Receipt Certificate(s). Payment of such charges and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid shall be made by such holder as a condition precedent to such exchange.

2.14 Transfer and Ownership of Subscription Receipts

(a) Subject to applicable securities laws, there are no restrictions on the transfer of the Subscription Receipts . However, the Subscription Receipts may only be transferred on the register kept at one of the Designated Offices of the Subscription Receipt Agent by the holder or its legal representatives or its attorney duly appointed by an instrument in writing. Upon surrender for registration of transfer of Subscription Receipts at one of the Designated Offices of the Subscription Receipt Agent and upon compliance with this Section 2.14(a) and Section 2.16, the Corporation shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor, including the legend referred to in Section 2.15, in the name of the designated transferee and register such transfer in accordance with Section 2.4. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred:
(i) upon payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation for any

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and all stamp taxes or governmental or other charges required to be paid in respect of such transfer;

(ii) in accordance with applicable securities laws, rules, regulations or policies; and
(iii) in accordance with such reasonable requirements as the Subscription Receipt Agent or the Corporation may prescribe,

and all such transfers shall be duly noted in such register by the Subscription Receipt Agent.

(b) The Corporation and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary.
(c) The transfer register in respect of Subscription Receipts shall be closed at 4:30 p.m. (local time) at the Designated Offices, on the earlier to occur of the Issue Date and the Termination Time (subject to settlement).
(d) The Subscription Receipt Agent shall promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation shall 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 Section 2.4, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction.
(e) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either the issue and delivery of Underlying Shares as provided in Section 3.3, or the payment of the Subscription Receipt Price and the holder's pro rata share of the Earned Interest thereon from the date hereof up to and including the Termination Time, less any applicable withholding taxes, as provided in Section 3.5, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate, if issued.
2.15 U.S. Restrictions on Resale for Subscription Receipts and Underlying Shares; U.S. Legends for Subscription Receipt Certificates Sold Under Regulation D
(a) The Subscription Receipt Agent acknowledges that the Subscription Receipts and Underlying Shares have not been registered under the 1933 Act or under applicable state securities laws. The Offering is being made in the United States pursuant to exemptions from the registration requirement of the 1933 Act to: (i) "qualified institutional investors" as defined in Rule 144A thereunder; and (ii) "accredited investors" pursuant to Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D thereunder. Subscription Receipts and Underlying Shares issued pursuant to Rule 144A and Rule 506(b) of Regulation D will be "restricted securities" within the meaning of Rule 144(a)(3) under the 1933 Act. Therefore, the Subscription Receipts

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and Underlying Shares may not be offered or sold in the United States, directly or indirectly, without registration or an exemption from registration under United States federal and state securities laws. The Subscription Receipts and Underlying Shares sold under Rule 144A will be issued in electronic form under an unrestricted CUSIP, and for Subscription Receipts and Underlying Shares sold under Rule 144A, no resales within the United States shall be permitted. For Subscription Receipts and Underlying Shares sold under Regulation D, resales within the United States are permitted if such resales are made pursuant to an exemption in compliance with Section 2.15(b) below.

(b) Each U.S. Subscription Receipt Certificate issued to U.S. Purchasers under Section 4(a)(2) of the 1933 Act and Rule 506(b) thereunder, and all certificates representing Underlying Shares issued in exchange therefor (and each Subscription Receipt Certificate or certificates representing Underlying Shares issued in exchange therefor or in substitution or transfer thereof), shall be overprinted with the legend in respect of such restrictions, which is set out in the following paragraph, and any securities issued in transactions in accordance with Rule 506(b) of Regulation D that are issued in electronic form will be issued and held under a restricted CUSIP/ISIN number, in each case until, as applicable, the legend is no longer required or the securities are no longer required to be represented by a restricted CUISP/ISIN number, under applicable requirements of the U.S. Securities Act or applicable state securities laws:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE " U.S. SECURITIES ACT ") OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF SPARTAN DELTA CORP. (THE " CORPORATION ") THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT, (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AFTER, IN THE CASE OF TRANSFERS UNDER CLAUSE (C)(2) OR (D), THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION TO THAT EFFECT.

DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

provided , that if the Subscription Receipts or Underlying Shares are being sold in compliance with Rule 904 of Regulation S, the legend may be removed by providing a duly completed and signed declaration to the transfer agent for the Subscription Receipts or Underlying Shares, as applicable, in the form of Exhibit D attached hereto; and

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provided further , if any of the Subscription Receipts or Underlying Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, the legend may be removed by delivering to the Corporation and the transfer agent for the Subscription Receipts or Underlying Shares an opinion of counsel having knowledge of applicable securities laws and of recognized standing, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws.

The Corporation shall in either case use its reasonable commercial efforts to cause the Transfer Agent to remove the foregoing legend within three (3) Business Days (excluding weekends and holidays) of receipt of the foregoing.

2.16 Certain Transfers

If the Subscription Receipt Certificate tendered for transfer bears the legend set forth in Section 2.15 hereof:

(a) the transfer restrictions set forth in such legend shall be complied with; and
(b) either:
(i) the Subscription Receipt Agent shall not issue or register a Subscription Receipt Certificate for the Subscription Receipts represented thereby in the name of or for the benefit of any resident in Canada until the Subscription Receipt Agent receives the declaration referred to in Section 2.15; or
(ii) in the event that the transferee is in the United States, the Subscription Receipt Certificate issued to such transferee shall be overprinted with the legend set forth in Section 2.15, and the requirement of Section 2.15 relating to legending Underlying Shares upon exercise of the Subscription Receipts shall also apply.

2.17 Listing of Subscription Receipts

The Corporation confirms that the Subscription Receipts issued pursuant to the Offering will be listed and posted for trading on the TSXV, subject to the Corporation satisfying all of the listing requirements of the TSXV.

2.18 Right of Rescission

(a) If the Prospectus, together with any amendment thereto, contains a misrepresentation (as such term is defined in the Securities Act (Alberta)), any purchaser of Subscription Receipts who was the original purchaser of the Subscription Receipts (the " Original Purchaser ") shall have a contractual right of rescission against the Corporation both prior to and following the issuance of the Underlying Shares to such Original Purchaser pursuant to the Subscription Receipts to receive the Subscription Receipt Price exercisable on notice given to the Corporation not more than 180 days subsequent to the date hereof. The right of action for rescission is only available to an Original Purchaser either while such Original Purchaser is a holder of the Subscription Receipts purchased or a holder of the Underlying Shares issuable upon surrender of such Subscription Receipts.
(b) If the Prospectus is not delivered to an Original Purchaser, such Original Purchaser shall have a contractual right of rescission against the Corporation both prior to and

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following the issuance of the Underlying Shares to such Original Purchaser pursuant to the Subscription Receipts to receive the Subscription Receipt Price exercisable on notice given to the Corporation not more than 180 days subsequent to the date hereof. The right of action for rescission is only available to an Original Purchaser either while such Original Purchaser is a holder of the Subscription Receipts purchased or a holder of the Underlying Shares issuable upon surrender of such Subscription Receipts.

(c) In no event shall the Corporation be liable under Section 2.18(a) if the Original Purchaser purchased the Subscription Receipts with knowledge of the misrepresentation.

2.19 Reliance by Subscription Receipt Agent

The Subscription Receipt Agent shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, conversion or transfer of any Subscription Receipts or any Underlying Shares issuable upon the conversion thereof provided such issue, conversion or transfer, as the case may be, is effected in accordance with the terms of this Agreement. The Subscription Receipt Agent may assume for the purposes of this Agreement that any address on the register is the holder's actual address and is also determinative as to residency and that the address of any transferee to whom any Subscription Receipts or Underlying Shares, as applicable, are to be registered, as shown on the transfer document, is the transferee's residency. The Subscription Receipt Agent shall have no obligation to ensure that the legends appearing on the Subscription Receipts Certificates or Underlying Shares, as applicable, comply with regulatory requirements or securities laws of any applicable jurisdiction.

ARTICLE 3

SATISFACTION OF ISSUANCE RIGHT OR TERMINATION PAYMENT RIGHT

3.1 Release Notice

If the Escrow Conditions are satisfied on or before the Deadline, the Corporation shall:

(a) as soon as practicable, cause the Release Notice executed by the Corporation and acknowledged by the Co-Lead Underwriters to be delivered to the Subscription Receipt Agent substantially in the form set out in Schedule B hereto;
(b) deliver the Irrevocable Direction to the Subscription Receipt Agent and Transfer Agent, substantially in the form set out in Schedule C hereto; and
(c) issue a press release setting out the Release Time and stating that the Underlying Shares have been issued or have been deemed to be issued effective as at the Issue Date.

3.2 Release of Escrowed Funds Upon Receipt of the Release Notice

(a) Upon delivery of the Release Notice and the Irrevocable Direction to the Subscription Receipt Agent, the Corporation and the Underwriters shall be entitled to receive from the Subscription Receipt Agent, the Escrowed Funds. The Subscription Receipt Agent shall deliver the Escrowed Funds as follows:
(i) an amount equal to the remaining Underwriting Fee payable to the Underwriters in accordance with the Underwriting Agreement plus Earned

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Interest thereon shall be paid to NBF or as otherwise directed, on behalf of the Underwriters, as applicable, in the Release Notice; and

(ii) the balance of the Escrowed Funds shall be paid to the Corporation, or to such other party as the Corporation directs in writing, as soon as reasonably practicable after the delivery of the Release Notice referred to in Section 3.1 (such amount payable to, or to the order of, the Corporation, being the " Release Amount ").

3.3 Issue and Delivery of Underlying Shares and Payments Thereon

(a) If the Escrow Conditions are satisfied on or before the Deadline, upon receipt by the Subscription Receipt Agent of the Release Notice and upon receipt by the Subscription Receipt Agent and Transfer Agent of the Irrevocable Direction, the Underlying Shares shall be and shall be deemed to be issued to the Receiptholders in accordance with the right of such holders as described in Section 2.2(a)(i) hereof (which right shall be and shall be deemed to be exercised upon the occurrence of the Release Time) and such Underlying Shares shall be and shall be deemed to be issued pursuant to the Corporation's constating documents on the Issue Date to the Receiptholders, and the Receiptholders shall be deemed to have become the holders of such Underlying Shares on the Issue Date, provided and notwithstanding that the issuance of such shares shall be documented by the Corporation updating or causing to be updated the register maintained for the Common Shares only and notwithstanding that a BookBased System customer confirmation therefor may not yet have been issued, and the Persons to whom such Underlying Shares are to be issued in accordance with the provisions of this Agreement shall be deemed to have become the holders of record of such Underlying Shares at the Issue Date.
(b) Upon the issuance or deemed issuance of the Underlying Shares pursuant to the Subscription Receipts, the Corporation shall (i) direct the Transfer Agent to direct CDS to cause to be entered and issued, as the case may be, to the Person or Persons in whose name or names such Underlying Shares have been issued, a Book-Based System customer confirmation, or (ii) to the extent required hereby, direct the Transfer Agent to issue and certify physical, definitive certificates representing such Underlying Shares to be issued and delivered to the Person or Persons in whose names such Underlying Shares have been issued.
(c) For the avoidance of doubt, (i) for Underlying Shares issued to purchasers of Subscription Receipts under Rule 144A, such confirmation shall state that the Underlying Shares were issued in reliance on Section 4(a)(2) of the 1933 Act and Rule 506(b) thereunder and are subject to restrictions on resale, and (ii) upon the issuance or deemed issuance of the Underlying Shares represented by a U.S. Subscription Receipt Certificate sold pursuant to Rule 506(b) of Regulation D and issued in registered form to the purchasers thereof, the holder of such U.S. Subscription Receipt Certificate (or a transferee thereof if all applicable transfer requirements, other than registration, have been satisfied) shall be entitled from and after the Issue Date, but shall receive (subject to Section 3.1) no earlier than on the third Business Day following the Issue Date, a certificate representing the applicable number of Underlying Shares issuable pursuant to such holder's U.S. Subscription Receipt Certificate and such certificates shall include the legend required under Section 2.15.
(d) If any of the Underlying Shares are to be issued to a Person or Persons other than the Receiptholder, the Receiptholder shall comply with such reasonable requirements as

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the Corporation may prescribe and pay to the Corporation or the Transfer Agent, as the case may be, on behalf of the Corporation, all applicable transfer or similar taxes or fees and the Corporation shall not be required to issue or deliver certificates evidencing the Underlying Shares unless such Receiptholder shall have paid the amount of such tax or fee or shall have established to the satisfaction of the Corporation that such fee or tax has been paid or that no fee or tax is due.

(e) Effective immediately after the Underlying Shares have been deemed to be issued as contemplated in Sections 3.3(a) and 3.3(b) the Subscription Receipts relating thereto shall be void and of no value or effect other than representing the right to receive from the Subscription Receipt Agent the certificates representing the Underlying Shares or from CDS, a Book-Based System customer confirmation, all as contemplated in this Section 3.3.

3.4 Fractions

Notwithstanding anything herein contained, the Corporation shall not be required, upon the exercise or deemed exercise of the Subscription Receipts to issue fractions of Common Shares.

3.5 Payment on Termination

(a) If the Termination Time occurs, the Corporation shall forthwith notify the Subscription Receipt Agent and the Co-Lead Underwriters and shall issue a press release setting forth the Termination Time.
(b) If the Termination Time occurs, the subscription evidenced by each Subscription Receipt shall be automatically terminated and cancelled and each Receiptholder (or a transferee thereof if all applicable transfer requirements, other than registration, have been satisfied) shall be entitled from and after the Termination Time, but shall receive no later than on the fifth Business Day following the Termination Time, by cheque or wire transfer of immediately available funds, the aggregate amount of (i) the Subscription Receipt Price multiplied by the number of such holder's Subscription Receipts; and (ii) such holder's pro rata share of the Earned Interest thereon from the date hereof up to and including the Termination Time, less any applicable withholding taxes. Subject in each case to Section 3.5(c), the amount paid to the Receiptholder under (i) shall be satisfied by the Escrowed Proceeds and the amount in (ii), if any, shall be satisfied by the Earned Interest.
(c) If the Escrowed Funds are not sufficient to meet the payment required by Section 3.5(b), the Subscription Receipt Agent shall promptly give notice of the amount of the deficiency to the Corporation. The Corporation shall, no later than one Business Day after receiving such notice from the Subscription Receipt Agent, pay such amount as will allow the Subscription Receipt Agent to pay the Subscription Receipt Price in respect of such holder's Subscription Receipt plus any Earned Interest due (less any applicable withholding taxes). The Subscription Receipt Agent shall only be obliged to make payments under this Section 3.5 to the extent that the Escrowed Funds and the monies which have been deposited with it pursuant to this Section 3.5(c) are sufficient.
(d) If the Release Time does not occur on or before the Deadline, registers shall be closed at the close of business on the Termination Time.
(e) The obligation to make the payment of the amount specified in Section 3.5(b) shall be satisfied by mailing or delivering payment by cheque payable at par in Calgary, Alberta,

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or by wire transfer of immediately available funds to and in the names of the registered holders of Subscription Receipts at their last address of record.

(f) Upon the mailing or delivery of any cheque or wire transfer as provided in Section 3.5(b) (and provided such cheque, if applicable, has been honoured for payment, if presented for payment within 12 months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. For greater certainty, any Escrowed Funds or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque or cheques for the amount specified in Section 3.5(d) have been mailed or wire transfers sent, shall be delivered to the Corporation as soon as reasonably practicable thereafter, except to the extent such Escrowed Funds or other monies relate to un-cleared cheques mailed as provided in Section 3.5(e), if applicable.

3.6 Cancellation of Surrendered Subscription Receipt Certificates

All Subscription Receipt Certificates surrendered to the Subscription Receipt Agent pursuant to Sections 2.11, 2.12 or 5.1 shall be returned to or received by the Subscription Receipt Agent for cancellation and, if required by the Corporation, the Subscription Receipt Agent shall furnish the Corporation with a cancellation certificate identifying the Subscription Receipt Certificates so cancelled and the number of Subscription Receipts evidenced thereby.

3.7 Share Adjustments

(a) If and whenever at any time after the date hereof and prior to the issue of Underlying Shares pursuant to Section 3.3(a), the Corporation shall subdivide, redivide or change its outstanding Common Shares into a greater number of common shares; or reduce, combine or consolidate its outstanding Common Shares into a smaller number of common shares, the number of Underlying Shares obtainable under each Subscription Receipt shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, by multiplying the number of Underlying Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately after such date and the denominator 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 3.7 shall occur.
(b) Subject to Section 5.2(b)(v), in the event there is a reclassification or reclassifications of the Common Shares or any change of the Common Shares into other shares or into other securities or any other capital reorganization, or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other corporation or other entity, or a sale, lease or transfer of the assets of the Corporation to another corporation or other entity in which the holders of any class of shares of the Corporation are entitled to receive shares, other securities or other property (including any such transaction completed by way of statutory arrangement) at any time prior to the issue of Underlying Shares pursuant to Section 3.3(a), the Receiptholder shall be entitled to receive the number of shares of the appropriate class or classes resulting from such event or the shares, other securities or other property, as the case may be, as the holder would have been entitled to receive in respect of the number of Underlying Shares underlying the Subscription Receipt had the issuance of the Underlying Shares pursuant to Section 3.3(a) occurred before such event.

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(c) The Subscription Receipt Agent shall be entitled to act and rely on any adjustment calculation of the Corporation and acknowledged by the Co-Lead Underwriters.

ARTICLE 4 INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST

4.1 Placement of Escrow Amount

(a) The Subscription Receipt Agent will hold cash balances constituting part or all of the Escrowed Proceeds in an non-interest bearing account, and may, but need not, invest same in the deposit department of a Canadian financial institution, as approved by the Co-Lead Underwriters, but the Subscription Receipt Agent, its affiliates or a Canadian financial institution shall not be liable to account for any profit to any parties to this Agreement or to any other person or entity other than at a rate, if any, established from time to time by the Subscription Receipt Agent, its affiliates or a Canadian chartered bank and its affiliates.
(b) Notwithstanding Section 4.1(a) hereof, if the Release Notice and Irrevocable Direction have not been executed and delivered in accordance with the terms of this Agreement prior to September 30, 2021, the Subscription Receipt Agent shall deposit the Escrowed Proceeds in an interest bearing account with a Canadian financial institutions, as approved by the Co-Lead Underwriters, immediately thereafter or in any event, the following Business Day. The Subscription Receipt Agent and its affiliates or the Canadian financial institution shall not be liable to account for any profit to any parties to the Agreement or to any person or entity other than at a rate, if any, established from time to time by the Subscription Receipt Agent and its affiliates or the Canadian financial institution.

4.2 Segregation of Escrowed Proceeds

The Escrowed Proceeds received by the Subscription Receipt Agent and any securities or other instruments received by the Subscription Receipt Agent upon the investment or reinvestment of such Escrowed Proceeds, shall be received as agent for, and shall be segregated and kept apart by the Subscription Receipt Agent as agent and bailee on behalf of the Receiptholders and for certainty shall not form part of the property, estate, assets, undertaking or effects of the Subscription Receipt Agent. The delivery of the Escrowed Proceeds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or similar relationship between the Subscription Receipt Agent and the Receiptholders.

ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS

5.1 Optional Purchases by the Corporation

Subject to applicable law, the Corporation may from time to time purchase by private contract or otherwise any of the Subscription Receipts.

5.2 General Covenants

(a) The Corporation covenants with the Subscription Receipt Agent and the Co-Lead Underwriters, on behalf of the Underwriters, that so long as any Subscription Receipts remain outstanding:
(i) it will use its reasonable best efforts to maintain its existence;

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(ii) it will take all reasonable commercial steps to ensure the Acquisition occurs and the Escrow Conditions are met, including using the Escrowed Funds to satisfy the purchase price for the Acquisition upon their release to the Corporation in accordance with this Agreement;
(iii) it will promptly advise the Subscription Receipt Agent and the Co-Lead Underwriters, on behalf of the Underwriters, by notice in writing if the Termination Time occurs;
(iv) it will announce by press release the occurrence of the Release Time or the Termination Time, as the case may be in accordance with Sections 3.1(c) or 3.5(a), as the case may be;
(v) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement;
(vi) it will cause the Underlying Shares issuable pursuant to the Subscription Receipts and the certificates representing the Underlying Shares, as applicable, to be duly issued and delivered as fully paid and non-assessable in accordance with the Subscription Receipts, the terms hereof and applicable laws;
(vii) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Underlying Shares pursuant to the terms of the Subscription Receipts and this Agreement;
(viii) it will use its reasonable commercial efforts to ensure that (until the earlier of the Issue Date and the Termination Time) the Common Shares continue to be listed and posted for trading on the TSXV;
(ix) it will promptly advise the Subscription Receipt Agent, the Underwriters and the holders of Subscription Receipts in writing of any default under the terms of this Agreement;
(x) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the Provinces of Canada in which it is presently a reporting issuer; and
(xi) it is duly authorized to create and issue the Subscription Receipts and to perform all other obligations of the Corporation under this Agreement, and the Subscription Receipts, when issued and countersigned as herein provided, will be valid and enforceable obligations of the Corporation.
(b) In addition, the Corporation covenants with the Subscription Receipt Agent and the Co-Lead Underwriters, on behalf of the Underwriters, that, from the date hereof to the earlier of the Termination Time and the Issue Date, it will not do any of the following, without the prior written consent of the Co-Lead Underwriters:
(i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares;
(ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares;

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(iii) issue Common Shares to holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution;
(iv) fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (A) shares of any class other than Common Shares, or (B) rights, options or warrants; or
(v) reclassify the Common Shares or undertake a reorganization of the Corporation or a consolidation, amalgamation, arrangement or merger of the Corporation with any other Person or other entity; or a sale or conveyance of the property and assets of the Corporation as an entity or substantially as an entirety to any other Person or entity or a liquidation, dissolution or winding-up of the Corporation.

5.3 Subscription Receipt Agent's Remuneration, Expenses and Indemnification

(a) The Corporation covenants that it will pay to the Subscription Receipt Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request by way of an invoice for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of this Agreement (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the Subscription Receipt Agent's gross negligence, wilful misconduct or fraud. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable on demand.
(b) The Corporation hereby indemnifies and saves harmless the Subscription Receipt Agent and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, actions or demands whatsoever which may be brought against the Subscription Receipt Agent or which it may suffer or incur as a result or arising out of the performance of its duties and obligations under this Agreement, except in the event of the gross negligence, wilful misconduct, bad faith or fraud of the Subscription Receipt Agent. It is understood and agreed that this indemnification shall survive the termination or the discharge of this Agreement or the resignation or replacement of the Subscription Receipt Agent.

5.4 Performance of Covenants by Subscription Receipt Agent

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

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5.5 Accounting

The Subscription Receipt Agent shall maintain accurate books, records and accounts of the transactions effected or controlled by the Subscription Receipt Agent hereunder and the receipt, investment, reinvestment and disbursement of the Escrowed Funds. The Corporation and the CoLead Underwriters shall have the right to audit any such books, records, accounts and statements.

5.6 Payments by Subscription Receipt Agent

In the event that any funds to be disbursed by the Subscription Receipt Agent in accordance herewith are received by the Subscription Receipt Agent in the form of an uncertified cheque or cheques, the Subscription Receipt Agent shall be entitled to delay the time for disbursement of such funds hereunder until such uncertified cheque or cheques have cleared in the ordinary course of the financial institution upon which the same are drawn. The Subscription Receipt Agent will disburse monies according to this Agreement only to the extent that monies have been deposited with it.

5.7 Regulatory Matters

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

5.8 SEC Filer

The Corporation confirms that as at the date of the execution of this Agreement it does not have a class of securities registered pursuant to Section 12 of the 1934 Act or have a reporting obligation pursuant to Section 15(d) of the 1934 Act. The Corporation covenants that in the event that: (i) any class of its securities shall become registered pursuant to Section 12 of the 1934 Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the 1934 Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the 1934 Act, the Corporation shall promptly deliver to the Subscription Receipt Agent a certificate of a senior officer of the Corporation (in a form provided by the Subscription Receipt Agent) notifying the Subscription Receipt Agent of such registration or termination and such other information as the Subscription Receipt Agent may reasonably require at the applicable time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation and covenants in order to meet certain obligations applicable to it under the rules of the United States Securities and Exchange Commission (the " SEC ") with respect to clients of the Subscription Receipt Agent that are required to file reports with the SEC under the 1934 Act.

5.9 Privacy Consent

(a) Each of the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, 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: (i) to provide the services required under this Agreement and other services that may be requested from time to time; (ii) to help the Subscription Receipt Agent

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manage its servicing relationships with such individuals; (iii) to meet the Subscription Receipt Agent's legal and regulatory requirements ; and (iv) 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.

(b) Each of the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, acknowledge and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this agreement for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions thereto. Some of this personal information may be transferred to servicers in the United States of America for data processing and/or storage. Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this agreement unless that party has used reasonable commercial efforts to assure itself that such individual has consented to the aforementioned terms, uses and disclosures.

ARTICLE 6 ENFORCEMENT

6.1 Suits by Receiptholder

All or any of the rights conferred upon any Receiptholder by any of the terms of the Subscription Receipt Certificates or of this Agreement , or of both, may be enforced by the Receiptholders by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Subscription Receipt Agent to proceed in its own name to enforce each and all of the provisions contained herein for the benefit of the Receiptholders .

6.2 Immunity of Shareholders, etc.

The Subscription Receipt Agent and, by the acceptance of the Subscription Receipt Certificates and as part of the consideration for the issue of the Subscription Receipts, the Receiptholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any settlor or any past, present or future shareholder, director, officer, employee or agent of the Corporation or any successor entity for the issue of the Underlying Shares pursuant to any Subscription Receipt or on any covenant, agreement, representation or warranty by the Corporation contained herein or in the Subscription Receipt Certificate(s ).

6.3 Limitation of Liability

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

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ARTICLE 7 MEETINGS OF RECEIPTHOLDERS

7.1 Right to Convene Meetings

The Subscription Receipt Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Receiptholders' Request and upon being indemnified to its reasonable satisfaction by the Corporation or by the Receiptholders signing such Receiptholders' Request against the cost which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Receiptholders. In the event of the Subscription Receipt Agent failing to so convene a meeting within ten (10) days after receipt of such written request of the Corporation or such Receiptholders' Request and such indemnity given as aforesaid, the Corporation or such Receiptholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Calgary or at such other place as may be determined by the Subscription Receipt Agent and approved by the Corporation.

7.2 Notice

At least ten (10) days prior notice of any meeting of Receiptholders shall be given to the Receiptholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Subscription Receipt Agent (unless the meeting has been called by the Subscription Receipt Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the date (which must be a Business Day) and time when, and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Receiptholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 7.

7.3 Chairman

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

7.4 Quorum

Subject to the provisions of Section 7.11, at any meeting of the Receiptholders a quorum shall consist of not less than two (2) Receiptholders present in person or represented by proxy and holding at least 25% of the then outstanding Subscription Receipts. If a quorum of the Receiptholders shall not be present within thirty (30) minutes from the time fixed for holding any meeting, the meeting, if summoned by the Receiptholders or on a Receiptholders' Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum is present at the commencement of business. At the adjourned meeting the Receiptholders present in person or represented by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not hold at least 25% of the then outstanding Subscription Receipts.

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7.5 Power to Adjourn

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

7.6 Show of Hands

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

7.7 Poll and Voting

On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Receiptholders acting in person or represented by proxy and holding at least 5% of the Subscription Receipts then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

On a show of hands, every Person who is present and entitled to vote, whether as a Receiptholder or as proxy for one or more absent Receiptholders, or both, shall have one vote. On a poll, each 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(s) then held or represented by him. A proxy need not be a Receiptholder. In the case of joint holders, any of them present in person or represented 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 represented by proxy, they shall vote together in respect of Subscription Receipts of which they are joint registered holders. The chairman 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.

7.8 Regulations

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

(a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting;
(b) the issue of voting certificates by any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the Subscription Receipt Certificates specified therein;

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

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Receiptholders or their counsel, or duly appointed proxies of Receiptholders.

7.9 Corporation and Subscription Receipt Agent may be Represented

The Corporation, the Co-Lead Underwriters, on behalf of the Underwriters, and the Subscription Receipt Agent, by their respective authorized agents and counsel may attend any meeting of the Receiptholders, but shall have no vote as such unless in their capacity as Receiptholder or a proxy holder.

7.10 Powers Exercisable by Extraordinary Resolution

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

(a) to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Receiptholders or the Subscription Receipt Agent (in this case, with the approval of the Subscription Receipt Agent) against the Corporation or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement or the Subscription Receipt Certificates or otherwise;
(b) to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Receiptholders;
(c) to direct or to authorize the Subscription Receipt Agent to enforce any of the covenants on the part of the Corporation contained in this Agreement or the Subscription Receipt Certificates or to enforce any of the rights of the Receiptholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

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(d) to waive, and to direct the Subscription Receipt Agent to waive, any default on the part of the Corporation in complying with any provisions of this Agreement or the Subscription Receipt Certificates either unconditionally or upon any conditions specified in such Extraordinary Resolution;
(e) to restrain any Receiptholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Agreement or the Subscription Receipt Certificates or to enforce any of the rights of the Receiptholders;
(f) to direct any Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Receiptholder in connection therewith;
(g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission, provided that such modification, change or omission will not prejudice the rights of the Receiptholders or the Subscription Receipt Agent ;
(h) with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt Agent so removed;
(i) to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any Common Shares or other securities of the Corporation; and
(j) to assent to any modification of the Corporation's constating documents in circumstances where, had the Underlying Shares then been outstanding, an Extraordinary Resolution of the holders of Common Shares would have been required.

7.11 Meaning of Extraordinary Resolution

(a) The expression " Extraordinary Resolution " when used in this Agreement means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or represented by proxy at least two (2) Receiptholders holding more than 25% of the then outstanding Subscription Receipts and passed by the affirmative votes of Receiptholders holding not less than 66 ⅔ % of the then outstanding Subscription Receipts represented at the meeting and voted on the poll upon such resolution.
(b) If, at any meeting called for the purpose of passing an Extraordinary Resolution, at least two (2) Receiptholders holding more than 25% of the then outstanding Subscription Receipts are not present in person or represented by proxy within thirty (30) minutes after the time appointed for the meeting, then the meeting, if convened by Receiptholders or on a Receiptholders' Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than fourteen (14) or more

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than thirty (30) days later, and to such place and time as may be appointed by the chairman. Not less than seven (7) days prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Receiptholders present in person or represented by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting:

(i) if the Extraordinary Resolution purports to exercise any of the powers conferred pursuant to Sections 7.10(a), 7.10(d), 7.10(g), 7.10(i) or 7.10(j) or purports to change the provisions of this Section 7.11 or of Section 7.14 or purports to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Receiptholders in exercise of the powers referred to in this paragraph, a quorum for the transaction of business shall consist of Receiptholders holding more than 25% of the then outstanding Subscription Receipts present in person or represented by proxy; and
(ii) in any other case, a quorum for the transaction of business shall consist of such Receiptholders as are present in person or represented by proxy notwithstanding that Receiptholders holding more than 25% of the then outstanding Subscription Receipts are not present in person or represented by proxy at such adjourned meeting and at any such adjourned meeting, any resolution passed by the requisite votes as provided in Section 7.11(a)) shall be an Extraordinary Resolution within the meaning of this Agreement.
(c) Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

7.12 Powers Cumulative

Any one or more of the powers or any combination of the powers in this Agreement stated to be exercisable by the 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 powers from time to time shall not be deemed to exhaust the right of the Receiptholders to exercise such power or powers or combination of powers then or thereafter from time to time.

7.13 Minutes

Minutes of all resolutions and proceedings at every meeting of Receiptholders shall be made and duly entered in books to be provided from time to time for that purpose by the Subscription Receipt Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had or by the chairman or secretary of the next succeeding meeting held shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

7.14 Instruments in Writing

All actions which may be taken and all powers that may be exercised by the Receiptholders at a meeting held as provided in this Article 7 may also be taken and exercised by an instrument in writing signed in one or more counterparts by such Receiptholders in person or by attorney duly appointed in writing, by Receiptholders holding at least: (i) a majority of the outstanding Subscription Receipts with

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respect to a resolution other than an Extraordinary Resolution; and (ii) 66 ⅔ % of then outstanding Subscription Receipts with respect to an Extraordinary Resolution, and the expression "Extraordinary Resolution" when used in this Agreement shall include an instrument so signed by Receiptholders holding at least 66 ⅔ % of the then outstanding Subscription Receipts.

7.15 Binding Effect of Resolutions

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

7.16 Holdings by Corporation Disregarded

In determining whether Receiptholders holding the required number of Subscription Receipts are present at a meeting of Receiptholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Receiptholders' Request or other action under this Agreement, Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation shall be disregarded in accordance with the provisions of Section 10.8.

ARTICLE 8 SUPPLEMENTAL AGREEMENTS

8.1 Provision for Supplemental Agreements for Certain Purposes

From time to time, and subject to any applicable regulatory approval, including the approval of the TSXV, the Corporation, the Co-Lead Underwriters, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof, and they shall, when so directed in accordance with the provisions hereof and subject to any required regulatory approvals, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the advice of counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the advice of counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;

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(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the advice of counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion, relying on the advice of counsel, may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent, relying on the advice of counsel, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.

The Subscription Receipt Agent may rely on any advice or opinions of Counsel it determines necessary in order to make any determination as to its opinion required by this Section 8.1.

ARTICLE 9 CONCERNING THE SUBSCRIPTION RECEIPT AGENT

9.1 Rights and Duties of Subscription Receipt Agent

(a) In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent shall exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Subscription Receipt Agent from liability for its own gross negligence, wilful misconduct, bad faith or fraud.
(b) The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Subscription Receipt Agent or the Receiptholders hereunder shall be conditional upon the Receiptholders furnishing, when required by notice by the Subscription Receipt Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and to hold harmless the Subscription Receipt Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Subscription Receipt Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.
(c) The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Receiptholder at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipts held by it, for which Subscription Receipts the Subscription Receipt Agent shall issue receipts.

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(d) Every provision of this Agreement that by its terms relieves the Subscription Receipt Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Sections 9.1 and 9.2.
(e) The Subscription Receipt Agent shall have no duties except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other parties hereto and, if its duties herein are affected, unless it shall have given its prior written consent thereto.
(f) The Subscription Receipt Agent shall not be responsible for ensuring that the Escrowed Funds are used in the manner contemplated by the offering of Subscription Receipts, except for its obligations under Sections 3.2 and 3.5.
(g) The Subscription Receipt Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation does not require the exercise of any discretion or independent judgment.
(h) The Subscription Receipt Agent shall incur no liability whatsoever with respect to the delivery or non-delivery of any certificates whether delivery by hand, mail or any other means.
(i) The Subscription Receipt Agent shall not be responsible or liable in any manner whatsoever for the deficiency, correctness, genuineness or validity of any securities deposited with it.

9.2 Evidence, Experts and Advisers

(a) In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation shall furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as the Subscription Receipt Agent may reasonably require by written notice to the Corporation.
(b) In the exercise of its rights and duties hereunder, the Subscription Receipt Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Subscription Receipt Agent.
(c) Whenever it is provided in this Agreement that the Corporation shall deposit with the Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Subscription Receipt Agent take the action to be based thereon.
(d) Proof of the execution of an instrument in writing, including a Receiptholders' Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to the

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officer the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate.

(e) The Subscription Receipt Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Subscription Receipt Agent. The 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 or other expert or advisor, whether retained or employed by the Corporation or by the Subscription Receipt Agent, in relation to any matter arising in the administration of the duties and obligations hereof.

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

Any securities, documents of title or other instruments that may at any time be held by the Subscription Receipt Agent pursuant to this Agreement may be deposited for safekeeping with any Canadian financial institution, as approved by the Co-Lead Underwriters.

9.4 Actions by Subscription Receipt Agent to Protect Interest

The Subscription Receipt Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Receiptholders.

9.5 Subscription Receipt Agent not Required to Give Security

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

9.6 Protection of Subscription Receipt Agent

By way of supplement to the provisions of this Agreement or any law for the time being relating to trustees it is expressly declared and agreed as follows:

(a) the Subscription Receipt Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 9.8 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;
(b) nothing herein contained shall impose any obligation on the Subscription Receipt Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto;
(c) the Subscription Receipt Agent shall not be bound to give notice to any Person or Persons of the execution hereof;
(d) the Subscription Receipt Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the

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Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

(e) the Subscription Receipt Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration or other paper or document furnished to it hereunder, not only as to its due execution and the validity and the effectiveness of its provisions but also as to the truth and acceptability of any information therein contained which it in good faith believes to be genuine and what it purports to be;
(f) without limiting any protection or indemnity of the Subscription Receipt Agent under any other provisions hereof, or otherwise at law, the Corporation agrees to indemnify and save harmless the Subscription Receipt Agent and each of its directors, officers, employees, shareholders and agents (the " Indemnified Parties ") from and against any and all liabilities, losses, costs, claims, actions, or demands whatsoever which may be brought against the Indemnified Parties or which they may suffer or incur as result of or arising out of the performance of the Subscription Receipt Agent's duties and obligations under this Agreement, except that no individual Indemnified Party shall be entitled to indemnification in the event such Indemnified Party is found to have acted in bad faith, engaged in wilful misconduct or fraud or has been grossly negligent. It is understood and agreed that this indemnification shall survive the termination or discharge of this Agreement or the resignation of the Subscription Receipt Agent, as the case may be; and
(g) the Subscription Receipt Agent shall have no liability with respect to any loss in the value of investments as permitted to be made hereunder. In making any payment, the Subscription Receipt Agent shall not be liable for any loss sustained from the early termination of any investment if such early termination is required to enable the Subscription Receipt Agent to make a payment.

9.7 Replacement of Subscription Receipt Agent; Successor by Merger

(a) The Subscription Receipt Agent may resign its appointment and be discharged from all other duties and liabilities hereunder, subject to this Section 9.7, by giving to the Corporation not less than thirty (30) days prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Receiptholders by Extraordinary Resolution shall have power at any time to remove the existing Subscription Receipt Agent and to appoint a new subscription receipt agent. In the event of the Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Co-Lead Underwriters, on behalf of the Underwriters, shall forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Receiptholders; failing such appointment the Co-Lead Underwriters, on behalf of the Underwriters, the retiring Subscription Receipt Agent or any Receiptholder may, at the expense of the Corporation, apply to a justice of the Alberta Court of Queen's Bench (the " Court ") on such notice as such justice may direct, for the appointment of a new subscription receipt agent; but any new subscription receipt agent so appointed by the Co-Lead Underwriters, on behalf of the Underwriters, or by the Court, shall be subject to removal as aforesaid by the Receiptholders. Any new subscription receipt agent appointed under any provision of this Section 9.7 shall be a corporation authorized to carry on the business of a trust company in the provinces of Alberta and, if required by the applicable legislation for any other provinces, in such other provinces, and shall be an

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Acceptable Institution under the guidelines of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. On any such appointment the new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as subscription receipt agent hereunder. At the request of the Corporation or the new subscription receipt agent, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new subscription receipt agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith.

(b) Upon the appointment of a successor subscription receipt agent, the Corporation shall promptly notify the Co-Lead Underwriters, on behalf of the Underwriters, and the Receiptholders thereof in the manner provided for in Article 10 hereof.
(c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a successor subscription receipt agent under Section 9.7(a).
(d) Any Subscription Receipt Certificates certified but not delivered by a predecessor subscription receipt agent may be delivered by the successor subscription receipt agent in the name of the predecessor or successor subscription receipt agent.

9.8 Conflict of Interest

(a) The Subscription Receipt Agent represents to the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, 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 thirty (30) 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 Corporation and meeting the requirements set forth in Section 9.7(a). Notwithstanding the foregoing provisions of this Section 9.8(a), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Agreement and the Subscription Receipt Certificates shall not be affected in any manner whatsoever by reason thereof.
(b) Subject to Section 9.8(a), the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation or any affiliated entity of the Corporation without being liable to account for any profit made thereby.

9.9 Acceptance of Appointment

The Subscription Receipt Agent hereby accepts the appointment as subscription receipt agent in this Agreement and agrees to perform its duties hereunder upon the terms and conditions herein set forth.

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9.10 Subscription Receipt Agent Not to be Appointed Receiver

The Subscription Receipt Agent and any Person related to the Subscription Receipt Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

ARTICLE 10 GENERAL

10.1 Notice to the Corporation, the Subscription Receipt Agent and the Co-Lead Underwriters

(a) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation, NBF, CIBC or the Subscription Receipt Agent shall be deemed to be validly given if delivered by hand courier or if transmitted by e-mail or telecopier:
(i) if to the Corporation:

Spartan Delta Corp. Suite 500, 207 – 9[th] Avenue SW Calgary, Alberta T2P 1K3

Attention: Fotis Kalantzis, President and Chief Executive Officer Email: [email protected]

With a copy to:

Stikeman Elliott LLP 4300 Bankers Hall West 888 – 3[rd] Street SW Calgary, Alberta T2P 5C5

Attention: Sony Gill Email: [email protected]

(ii) if to the Co-Lead Underwriters:

National Bank Financial Inc. Suite 1800, 311 – 6[th] Avenue SW Calgary, Alberta T2P 3H2

Attention: Arun Chandrasekaran Email: [email protected] With a copy to:

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CIBC World Market Inc. 607 – 8[th] Avenue SW Calgary, Alberta T2P 0A7

Attention: John Peltier Email: [email protected]

With another copy to:

Burnet, Duckworth & Palmer LLP 2400, 525 – 8[th] Avenue S.W. Calgary, Alberta T2P 1G1

Attention: P.L. (Lonny) Tetley Email: [email protected]

(iii) if to the Subscription Receipt Agent:

Odyssey Trust Company Stock Exchange Tower 1230 – 500 5[th] Avenue S.W. Calgary, Alberta T2P 3C4

Attention: VP, Corporate Trust Email: [email protected]

and any such notice delivered in accordance with the foregoing shall be deemed to have been received:

(A) on the date of delivery or, if such day is not a Business Day, on the first Business Day following the day of delivery;
(B) if sent by facsimile (with facsimile machine confirmation of transmission) on the date of transmission if it is a Business Day and transmission was made prior to 4:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day; or
(C) if sent by email, when the sender receives an email from the recipient acknowledging receipt, provided that an automatic “read receipt” does not constitute acknowledgment of an email for purposes of this Section 10.1(a).
(b) The Corporation, the Co-Lead Underwriters, on behalf of the Underwriters, or the Subscription Receipt Agent, as the case may be, may from time to time notify the other parties in the manner provided in Section 10.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation, the Co-Lead Underwriters or the Subscription Receipt Agent, as the case may be, for all purposes of this Agreement.

10.2 Notice to Receiptholders

(a) Any notice to the Receiptholders under the provisions of this Agreement shall be valid and effective if delivered or sent by letter or circular through the ordinary post

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addressed to the holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively given on the date of delivery or, if mailed, five (5) Business Days following actual posting of the notice.

(b) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Receiptholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Receiptholders or if delivered to the address for such Receiptholders contained in the register of Subscription Receipts maintained by the Subscription Receipt Agent.

10.3 Force Majeure

Except for the payment obligations of the Corporation contained herein, none of the parties hereto shall be liable to any of 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, economic sanctions, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this section.

10.4 Ownership and Transfer of Subscription Receipts

The Corporation and the Subscription Receipt Agent may deem and treat the registered owner of any Subscription Receipt Certificate or, in the case of a transferee who has surrendered a Subscription Receipt Certificate in accordance with and as contemplated in Sections 2.14 or 2.16, such transferee as the absolute owner of the Subscription Receipt represented thereby for all purposes, and the Corporation and the Subscription Receipt Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Receiptholder shall be entitled to the rights evidenced by such Subscription Receipt Certificate free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate holder thereof and all Persons may act accordingly and the receipt of any such Receiptholder for the Underlying Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Subscription Receipt Agent for the same and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction.

10.5 Evidence of Ownership of Subscription Receipts

(a) Upon receipt of a certificate of any bank, trust company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipts specified therein have been deposited by a named Person with such bank, trust company or other depositary and will remain so deposited until the expiry of the period specified therein, the Corporation and the Subscription Receipt Agent may treat the person so named as the owner, and such certificate as sufficient evidence of the ownership by such Person of such Subscription Receipts during such period, for the purpose of any requisition, direction, consent, instrument or other document to be made, signed or given by the holder of the Subscription Receipt so deposited.

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(b) The Corporation and the Subscription Receipt Agent may accept as sufficient evidence of the fact and date of the signing of any requisition, direction, consent, instrument or other document by any person (i) the signature of any officer of any bank, trust company, or other depositary satisfactory to the Subscription Receipt Agent as witness of such execution; (ii) the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded at the place where such certificate is made that the person signing acknowledged to him the execution thereof; or (iii) a statutory declaration of a witness of such execution.

10.6 Anti-Money Laundering and Anti-Terrorist Legislation

(a) Each party to this Agreement hereby, severally and not jointly, represents to the Subscription Receipt Agent that any account to be opened by, or interest to held by the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Subscription Receipt Agent's prescribed form as to the particulars of such third party.
(b) The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, antiterrorist or economic sanctions legislation , regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, 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 other parties to this Agreement, provided (i) that the Subscription Receipt Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Subscription Receipt Agent's satisfaction within such ten (10) day period, then such resignation shall not be effective.

10.7 Satisfaction and Discharge of Agreement

Upon the earliest of:

(a) the issue of certificates or Book-Based System customer confirmations representing Underlying Shares and the payment of all monies required as provided in Sections 3.2 and 3.3; or
(b) the payment of all monies required where the Termination Time does not occur by the Deadline as provided in Section 3.5,

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

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10.8 Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and Receiptholders

Nothing in this Agreement or in the Subscription Receipt Certificates, expressed or implied, shall give or be construed to give to any Person other than the parties hereto, and the Receiptholders and the transferees of Subscription Receipts, any legal or equitable right, remedy or claim under this Agreement, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto, the Receiptholders and such transferees.

10.9 Subscription Receipts Owned by the Corporation or its Subsidiaries - Certificate to be Provided

For the purpose of disregarding any Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation in Section 7.16, the Corporation shall provide to the Subscription Receipt Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate the number of Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation, and the Subscription Receipt Agent, in making the computations in Section 7.16, shall be entitled to rely on such certificate without requiring further evidence thereof.

10.10 Effect of Execution

Notwithstanding any provision of this Agreement, should any Subscription Receipt Certificates be issued and certified in accordance with the terms hereof prior to the actual time of execution of this Agreement by the Corporation, the Co-Lead Underwriters and the Subscription Receipt Agent, any such Subscription Receipt Certificates shall be void and of no value and effect until such actual execution.

10.11 Time of Essence

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

10.12 Counterparts

This Agreement may be executed and delivered in counterparts, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

[This space left intentionally blank. Signature page to follow.]

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IN WITNESS WHEREOF the parties hereto have executed this Subscription Receipt Agreement under their respective corporate seals and the hands of their proper officers in that behalf.

SPARTAN DELTA CORP.

Per: (signed) “Fotis Kalantzis” Fotis Kalantzis President and Chief Executive Officer

NATIONAL BANK FINANCIAL INC.

Per: (signed) “Arun Chandrasekaran” Arun Chandrasekaran Head of Energy Investment Banking

CIBC WORLD MARKETS INC.

Per: (signed) “John Peltier” John Peltier Executive Director

ODYSSEY TRUST COMPANY

Per: (signed) “Dan Sander” Dan Sander VP, Corporate Trust Per: (signed) “Amy Douglas” Amy Douglas Director, Corporate Trust

Signature Page to Subscription Receipt Agreement

SCHEDULE A FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

SPARTAN DELTA CORP.

(a corporation amalgamated under the laws of Alberta)

CUSIP/ISIN: 84678A128/CA84678A1286

Subscription Receipt Certificate No. [●]

Certificate for [●] Subscription Receipts, each entitling the holder to acquire one Common Share of Spartan Delta Corp. (subject to adjustment as set forth in the Subscription Receipt Agreement)

THIS IS TO CERTIFY THAT , for value received, [●] (herein called the " holder ") is entitled to receive in the manner herein provided and without further payment therefor or further action, subject as hereinafter provided and as more specifically set forth in the Subscription Receipt Agreement (defined below), one fully paid and non-assessable common share (a " Common Share ") of Spartan Delta Corp. (the " Corporation ") for each Subscription Receipt (subject to adjustment as set forth in the Subscription Receipt Agreement). Capitalized terms used in this Subscription Receipt Certificate and not otherwise defined shall have the meanings ascribed to them in the Subscription Receipt Agreement.

The Subscription Receipts represented by this Subscription Receipt Certificate are issued under and pursuant to a subscription receipt agreement (the " Subscription Receipt Agreement ") made as of August 18, 2021 among the Corporation, National Bank Financial Inc. (" NBF ") and CIBC World Markets Inc. (together with NBF, the " Co-Lead Underwriters ") and Odyssey Trust Company, in its capacity as Subscription Receipt Agent, to which Subscription Receipt Agreement (and any instruments supplemental thereto) reference is hereby made for a full description of the rights of the holders of the Subscription Receipts and the terms and conditions upon which Subscription Receipts are, or are to be, issued, held, exchanged and surrendered, all to the same effect as if the provisions of the Subscription Receipt Agreement (and all instruments supplemental thereto) were herein set forth, and to all of which provisions the holder of this Subscription Receipt Certificate by acceptance hereof assents.

In the event of any inconsistency between the terms set forth in this Subscription Receipt Certificate and the terms of the Subscription Receipt Agreement, the terms of the Subscription Receipt Agreement shall govern.

As provided in the Subscription Receipt Agreement, if the Escrow Conditions are satisfied on or before the Deadline, the Corporation shall:

(a) as soon as practicable, cause the Release Notice executed by the Corporation and acknowledged by the Co-Lead Underwriters to be delivered to the Subscription Receipt Agent, substantially in the form set out in Schedule B of the Subscription Receipt Agreement;
(b) deliver the Irrevocable Direction to the Subscription Receipt Agent and Transfer Agent, substantially in the form set out in Schedule C to the Subscription Receipt Agreement; and

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(c) issue a press release setting out the Release Time and stating that the Underlying Shares have been issued or have been deemed to be issued effective as at the Issue Date.

If the Termination Time occurs, the Corporation shall forthwith notify the Subscription Receipt Agent and the Co-Lead Underwriters thereof and shall issue a press release setting forth the Termination Time.

If the Termination Time occurs, the subscription evidenced by each Subscription Receipt shall be automatically terminated and cancelled and each Receiptholder (or a transferee thereof if all applicable transfer requirements, other than registration, have been satisfied) shall be entitled from and after the Termination Time, to receive no later than on the fifth Business Day following the Termination Time, by cheque or wire transfer of immediately available funds, the aggregate amount of (i) the Subscription Receipt Price multiplied by the number of such holder's Subscription Receipts; and (ii) such holder's pro rata share of the Earned Interest thereon from the date hereof up to and including the Termination Time, less applicable withholding taxes. Subject in each case to Section 3.5(c) of the Subscription Receipt Agreement, the amount paid to each Receiptholder under (i) shall be satisfied by the Escrowed Proceeds and the amount in (ii), if any, shall be satisfied by the Earned Interest.

The obligation to make the payment of the amount specified above shall be satisfied by mailing payment by cheque payable at par in Calgary, Alberta, or by wire transfer to and in the names of the registered and/or beneficial holders of Subscription Receipts, as applicable, at their last address of record.

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

This Subscription Receipt Certificate shall not be valid for any purpose whatsoever unless and until it has been manually countersigned by or on behalf of the Subscription Receipt Agent. The certification of the Subscription Receipt Agent on the Subscription Receipt Certificate issued hereunder shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Subscription Receipt Certificate (except the due certification thereof) 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 therefor, except as otherwise specified herein.

[Rest of page intentionally left blank]

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Time shall be of the essence hereof.

IN WITNESS WHEREOF the Corporation has caused this Subscription Receipt Certificate to be signed by its duly authorized officer as of the 18[th] day of August, 2021.

SPARTAN DELTA CORP.

Per:

Countersigned by:

ODYSSEY TRUST COMPANY

Per:

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SCHEDULE B RELEASE NOTICE

TO: ODYSSEY TRUST COMPANY

This notice is being provided pursuant to Section 3.1(a) of the Subscription Receipt Agreement (the " Subscription Receipt Agreement ") dated August 18, 2021 among Spartan Delta Corp. (the " Corporation "), National Bank Financial Inc., CIBC World Markets Inc. and Odyssey Trust Company (the " Subscription Receipt Agent ").

Capitalized terms which are not otherwise defined herein shall have the respective meanings ascribed to such terms in the Subscription Receipt Agreement.

The Subscription Receipt Agent is hereby notified by the Corporation that the Escrow Condition has been satisfied.

DATED at Calgary, Alberta, this _ day of ___, 202.

SPARTAN DELTA CORP.

Per:

ACKNOWLEDGED this _ day of ___, 202.

NATIONAL BANK FINANCIAL INC.

Per:

CIBC WORLD MARKETS INC.

Per:

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SCHEDULE C IRREVOCABLE DIRECTION

TO: ODYSSEY TRUST COMPANY

This Irrevocable Direction is being provided pursuant to Section 3.1(b) of the Subscription Receipt Agreement (" Subscription Receipt Agreement ") dated August 18, 2021 among Spartan Delta Corp. (the " Corporation "), National Bank Financial Inc., CIBC World Markets Inc. and Odyssey Trust Company (the " Subscription Receipt Agent ").

Capitalized terms which are not otherwise defined herein shall have the respective meanings ascribed to such terms in the Subscription Receipt Agreement.

The Transfer Agent is further authorized and directed to:

(a) register, issue and deliver certificates in definitive form for an aggregate of [●] Common Shares in the name:

[●]

and the share certificates for such Common Shares shall bear the following legend:

DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

(b) register, issue and electronically deposit into the CDS Clearing and Depositary Services Inc. as non-certified inventory bearing CUSIP/ISIN number 84678A128/CA84678A1286 an aggregate of [●] Common Shares in the name:

CDS & Co. 100 Adelaide Street West Toronto, Ontario M5H 1S3

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The deposit for such Common Shares is to be dated the Issue Date, and electronically delivered in accordance with or at the direction of the Corporation, all in accordance with the provisions of the Subscription Receipt Agreement.

DATED at Calgary, Alberta, this _ day of ___, 202.

SPARTAN DELTA CORP.

Per:

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SCHEDULE D FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: Odyssey Trust Company

as registrar and transfer agent

for subscription receipts or the common shares underlying the subscription receipts of Spartan Delta Corp.

The undersigned (a) acknowledges that the sale of the securities of Spartan Delta Corp. (the " Corporation ") to which this declaration relates is being made in reliance on Rule 904 of Regulation S (" Regulation S ") under the United States Securities Act of 1933, as amended (the " 1933 Act ") and (b) certifies that (1) the seller is not an "affiliate" (as defined in Rule 405 under the 1933 Act) of the Corporation, (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 believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange, TSX Venture Exchange or other "designated offshore securities market" 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 any of its or 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 such term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the 1933 Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions that, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S.

Dated:

By: Name: Title:

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AI assistant

Spartan Delta Corp. — Capital/Financing Update 2021

45838_rns_2021-08-26_673f20ce-36ff-4a07-860a-07bbf699a9d9.pdf

SPARTAN DELTA CORP.

NATIONAL BANK FINANCIAL INC.

CIBC WORLD MARKETS INC.

ODYSSEY TRUST COMPANY

SUBSCRIPTION RECEIPT AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2

ISSUE OF SUBSCRIPTION RECEIPTS

ARTICLE 3

SATISFACTION OF ISSUANCE RIGHT OR TERMINATION PAYMENT RIGHT

ARTICLE 4

INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST

ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

ARTICLE 6

ENFORCEMENT

ARTICLE 7

MEETINGS OF RECEIPTHOLDERS

ARTICLE 8

SUPPLEMENTAL AGREEMENTS

ARTICLE 9

CONCERNING THE SUBSCRIPTION RECEIPT AGENT

ARTICLE 10 GENERAL

ADDENDA

AMONG:

AND:

AND:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Headings

1.3 References

1.4 Certain Rules of Interpretation

1.5 Day Not a Business Day

1.6 Applicable Law

1.7 Conflict

1.8 Currency

1.9 Severability

ARTICLE 2 ISSUE OF SUBSCRIPTION RECEIPTS

2.1 Payment Receipt

2.2 Terms and Issue of Subscription Receipts

2.3 Fractional Subscription Receipts

2.4 Register for Subscription Receipts

2.5 Registers Open for Inspection

2.6 Receiptholder not a Shareholder

2.7 Subscription Receipts to Rank Pari Passu

2.8 Electronic Deposit of Subscription Receipts

2.9 Signing of Subscription Receipt Certificates

2.10 Certification by the Subscription Receipt Agent

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

2.12 Exchange of Subscription Receipt Certificates

2.13 Charges for Exchange

2.14 Transfer and Ownership of Subscription Receipts

2.16 Certain Transfers

2.17 Listing of Subscription Receipts

2.18 Right of Rescission

2.19 Reliance by Subscription Receipt Agent

ARTICLE 3

SATISFACTION OF ISSUANCE RIGHT OR TERMINATION PAYMENT RIGHT

3.1 Release Notice

3.2 Release of Escrowed Funds Upon Receipt of the Release Notice

3.3 Issue and Delivery of Underlying Shares and Payments Thereon

3.4 Fractions

3.5 Payment on Termination

3.6 Cancellation of Surrendered Subscription Receipt Certificates

3.7 Share Adjustments

ARTICLE 4 INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST

4.1 Placement of Escrow Amount

4.2 Segregation of Escrowed Proceeds

ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS

5.1 Optional Purchases by the Corporation

5.2 General Covenants

5.3 Subscription Receipt Agent's Remuneration, Expenses and Indemnification

5.4 Performance of Covenants by Subscription Receipt Agent

5.5 Accounting

5.6 Payments by Subscription Receipt Agent

5.7 Regulatory Matters

Spartan Delta Corp. Capital/Financing Update 2021