Mitsui & Co. (MITSF) SC 13DNouveau Monde Graphite / MITSUI & CO ownership change

The Principal amount shall bear interest from and after the date hereof (or with respect to capitalized interest from the applicable Quarter Date) at the Interest Rate. The interest accruing on the Principal hereunder shall be payable quarterly in arrears on each Quarter Date, provided that if interest is being paid in cash and the Quarter Date is not a Business Day, the interest shall be paid on the following Business Day. Payment of any interest shall be made, at the discretion of the Corporation but subject to Section 1.2(b), (i) in cash or, (ii) subject to TSXV and NYSE approvals, as required, by capitalizing interest and adding it to the Principal, provided that any portion of the Principal which represents capitalized interest shall be convertible into Common Shares only (and not Units), and further provided that the Conversion Price applicable to capitalized interest shall be the U.S. dollar equivalent of the “Market Price” as defined in TSXV rules determined at the quarter end on which such interest became payable. All accrued and unpaid or uncapitalized interest shall be treated as Principal and payable in cash at the Maturity Date, as per the terms of this Note.

In the event the Corporation elects to pay interest payable under the other convertible notes issued on the date hereof to the holder thereof in cash, then the Holder shall be entitled, at its discretion, to require the Corporation to pay the interest for the applicable Quarter Date in cash.

If the Corporation wishes to pay any interest by capitalizing such amount and adding it to the Principal, then the Corporation shall deliver a notice to the Holder not less than five (5) Business Days prior to the applicable Quarter Date. Any portion of the Principal which represents capitalized interest shall be convertible into Common Shares only (and not Units). Conversion of any portion of the Principal which represents capitalized interest shall be subject to TSXV and NYSE approvals, as required, at the future time of Conversion, and the Conversion Price applicable to capitalized interest shall be the U.S. dollar equivalent of the “Market Price” as defined in TSXV rules determined at the quarter end on which such interest became payable.

The first interest payment shall be on the first Quarter Date following the date hereof, provided, that if interest is being paid in cash and the Quarter Date is not a Business Day, the interest shall be paid on the following Business Day. The first interest payment will include interest accrued from and including the date hereof to and including the first Quarter Date following the date hereof.

With respect to the first interest payment, Term SOFR shall be the Term SOFR for a 3-month tenor as published by the Term SOFR Administrator on the date hereof, provided however, that if as of 5:00 p.m. (Montreal time) on the date hereof such rate for the 3-month tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the 3-month Term SOFR as published by the Term SOFR Administrator on the first preceding Business Day for which such rate was published by the Term SOFR Administrator. For greater certainty, the Term SOFR for the first interest payment will be determined on the date hereof and shall remain in effect during the current quarter.

all indebtedness listed in the condensed consolidated interim unaudited financial statements of the Corporation for the three- and six- month periods ended June 30, 2022;

the Mason Engagement;

[REDACTED – COMMERCIALLY SENSITIVE INFORMATION];

[REDACTED – COMMERCIALLY SENSITIVE INFORMATION]; and

the 3.0% net smelter royalty granted by the Corporation to Pallinghurst Graphite Limited pursuant to the royalty agreement dated August 28, 2020 as assigned to Pallinghurst Graphite International Limited pursuant to an Assignment and Assumption Agreement dated December 17, 2020.

the royalty and payments granted by the Corporation to the Municipality of Saint-Michel-des-Saints pursuant to the Entente de collaboration de partage des bénéfices relative au projet minier Matawinie (collaboration and benefit-sharing agreement related to the Matawinie mining project) dated January 23, 2020 with the Municipality of Saint-Michel-des-Saints.

moneys borrowed (and debit balances at banks or other financial institutions);

any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent;

any amount raised pursuant to any note purchase facility or the issue of notes, debentures, loan stock or any similar instrument, including this Note;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease (meaning that the lease is capitalized as an asset and booked as a corresponding liability in the balance sheet);

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis provided that the requirements for derecognition under IFRS are met);

any derivative transaction entered into and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a person which is not a member of the Corporation which liability would fall within one of the other paragraphs of this definition;

any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the Corporation) before the Maturity Date or are otherwise classified as borrowings under IFRS;

any amount of any liability under an advance or deferred purchase agreement, if (a) the primary reason behind entering into the agreement is to raise finance or (b) the agreement is in respect of the supply of assets or services and payment is due more than 120 calendar days after the date of supply;

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing or otherwise being classified as a borrowing under IFRS; and

without double counting, the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs a) to j) above.

any change, event, occurrence, effect, state of facts or circumstance affecting generally the graphite mining and processing industry;

changes, events or occurrences in general economic, political, or financial conditions in any jurisdiction in which the Corporation or its subsidiaries operate; or

any natural disasters, acts of war (whether declared), uprisings and civil unrest, acts of terrorism or sabotage and epidemic, pandemic or other outbreaks of disease, including in each of the aforementioned cases, any escalation or worsening thereof.

security for the Future Offtake Contracts;

any encumbrance relating to a Permitted Financial Indebtedness (provided that the Corporation shall not be entitled pursuant to this clause (b) to enter into any hypothec or similar security agreement with respect to the 0.2% net smelter royalty in respect of the Matawinie mining property comprising the Material Mining Tenements granted by the Corporation to Mr. Eric Desaulniers pursuant to the option agreement dated February 28, 2014 (as amended from time to time);

any netting or set-off arrangement entered into in the ordinary course of banking arrangements for the purpose of netting debt and credit balances with an Affiliate;

any encumbrance relating to a Permitted Financial Lease or an Operating Lease provided that such encumbrance is limited to the property that is the subject of the Permitted Financial Lease or Operating Lease;

any encumbrance arising under any instalment sale or conditional sale (excluding arising under any finance or capital lease, or Operating Lease) in respect of goods supplied in the ordinary course of business of the Corporation and on the supplier’s standard or usual terms;

any encumbrances made or incurred in the ordinary course of business of the Corporation or its Affiliate to secure (a) workers’ compensation, surety or appeal notes, letters of credit, costs of litigation when required by law, order, and public and statutory obligations, or (b) the discharge of encumbrances or claims incidental to construction and mechanics’, warehouseman’s, carriers’ and other similar liens, provided such encumbrances (whether individually or in the aggregate with any other Permitted Encumbrances described in paragraphs (g) through (r) of this definition) do not and will not materially impair the development, construction and operation of the Project or the business of the Corporation, or otherwise have a Material Adverse Effect;

any development or similar agreement concerning real property entered into with a governmental body or public utility which does not and will not (whether individually or in the aggregate with any other Permitted Encumbrances described in paragraphs (g) through (r) of this definition) materially detract from the value of such property or materially impair its use in the development, construction and operation of the Project or the business of the Corporation, or otherwise have a Material Adverse Effect, provided the Corporation party to any such agreement is not in default thereunder in in any material respect;

any such minor defects as may be revealed by an up-to-date certificate of location, any registered or unregistered rights of way or servitude, or any encroachments, or any zoning by-laws or other municipal law restrictions as to the use of real property, provided the foregoing do not and will not (whether individually or in the aggregate with any other Permitted Encumbrances described in paragraphs (g) through (r) of this definition) materially detract from the value of the affected property or materially impair its use in the development, construction and operation of the Project or the business of the Corporation, or otherwise have a Material Adverse Effect;

any security or deposits given to a public utility or any governmental body when required by such utility or governmental body pursuant to any Project Document, or in connection with the operations of the Corporation and in the ordinary course of business of the Corporation;

any encumbrance for taxes, assessments or governmental charges or levies not at the time due or delinquent or, provided such encumbrance (whether individually or in the aggregate with any other Permitted Encumbrances described in paragraphs (g) through (r) of this definition) does not and will not materially impair the development, construction and operation of the Project or the business of the Corporation or otherwise have a Material Adverse Effect and provided adequate reserves in accordance with IFRS with respect thereto are maintained in the books and records of the Corporation, any encumbrance which relates to any such obligations to the extent such obligations are being diligently contested in good faith;

any encumbrance or charge incidental to construction or current operations (including carrier’s warehouseman’s, mechanics’, construction, builder’s, material men’s and repairmen’s liens) that have not at such time been published pursuant to applicable law or which relate to obligations not due or delinquent or, provided such encumbrance (whether individually or in the aggregate with any other Permitted Encumbrances described in paragraphs (g) through (r) of this definition) does not and will not materially detract from the value of the affected property or materially impair its use in the development, construction and operation of the Project or the business of the Corporation or otherwise have a Material Adverse Effect and provided adequate reserves in accordance with IFRS with respect thereto are maintained in the books and records of the Corporation, any encumbrance which relates to any such obligations to the extent such obligations are being diligently contested in good faith;

good faith deposits made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, surety, customs, performance bonds and other similar obligations, provided such encumbrances (whether individually or in the aggregate with any other Permitted Encumbrances described in paragraphs (g) through (r) of this definition) do not and will not materially impair the development, construction and operation of the Project or the business of the Corporation or otherwise have a Material Adverse Effect;

the restrictions, exceptions, reservations, limitations, provisos and conditions, if any, expressed in any original patents or grants from any governmental body, provided such restrictions, exceptions, reservations, limitations, provisos and conditions (whether individually or in the aggregate with any other Permitted Encumbrances described in paragraphs (g) through (r) of this definition) do not and will not materially detract from the value of the affected property or materially impair its use in the development, construction and operation of the Project or the business of the Corporation or otherwise have a Material Adverse Effect;

an hypothec securing the Corporation’s obligations created under the royalty agreement dated August 28, 2020, granted by the Corporation to Pallinghurst Graphite International Limited under the terms of a Deed of Hypothec executed before Mtre Lyes ARFA, Notary, on August 29, 2022 and registered at the Quebec Land Registry Office, in the Register of real rights of State resource development, for the Registration Divisions of Berthier, Joliette and Maskinonge, on August 30, 2022 under number 27 521 580;

hypothecs on the Bécancour Site securing the repayment of the balance of the sale price and the performance of all Corporation’s obligations in favour of the vendor, 154639 Canada Inc., created under the terms of the deed of sale executed before Mtre Jamie MALUS, Notary, on February 3, 2021 and registered at the Quebec Land Registry Office, in the Land Book for the Registration Division of Nicolet (Nicolet 2), on the same date, under number 26 039 195;

the vendor’s resolutory right with respect to the Bécancour Site, created under the terms of the deed of sale above mentioned and registered at the Quebec Land Registry Office, in the Land Book for the Registration Division of Nicolet (Nicolet 2), under number 26 039 195;

the right reserved to or vested in any governmental body by the terms of any lease, grant or permit acquired by the Corporation by any statutory provision to terminate any such lease, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

any other encumbrances not included under paragraphs (a) through (n) above, in an amount not to exceed [REDACTED – FINANCIAL THRESHOLD] or its equivalent at any time,

any Existing Financial Indebtedness;

any Financial Indebtedness incurred under the terms of the Note;

any Financial Indebtedness incurred under any Intercompany Loan;

any Financial Indebtedness arising under Permitted Financial Leases

any Financial Indebtedness incurred for hedging or similar purposes, provided that (i) hedging shall only be permitted in connection with currency or interest rate protection and not for speculative purposes, and (ii) the negative mark to market of which shall not exceed [REDACTED – FINANCIAL THRESHOLD] at any time;

any Financial Indebtedness incurred under the Future Offtake Contracts;

any Financial Indebtedness incurred under the Project Debt Financing; and

any other Financial Indebtedness not included under (a) to (g) above, the outstanding amount of which shall not exceed [REDACTED – FINANCIAL THRESHOLD] or its equivalent at any time.

Performance under this Note. The Corporation shall observe or perform any other covenant, obligation, condition or agreement contained in this Note and comply in all material respects with (i) all of the terms and provisions of its organizational, constating and governance documents; and (ii) its obligations under its material contracts and agreements.

Preservation of Corporate Existence. The Corporation shall preserve and maintain its corporate existence, rights and privileges, and qualify and remain qualified as a corporation in good standing in each jurisdiction in which such qualification is required.

Compliance with Applicable Laws. The Corporation shall comply in all material respects with all Applicable Laws, including all applicable securities laws and the TSXV and NYSE rules and regulations.

Taxes. The Corporation shall pay when due all Taxes imposed upon it or any of its respective properties or assets or with respect to any of its respective franchises, business, income or property provided that no such Tax need be paid if the Corporation is contesting the same in good faith by appropriate proceedings promptly instituted and diligently conducted.

Use of Proceeds. The Corporation shall use the proceeds of this Note solely in accordance with Section 1.5 of this Note.

Interest in Project etc. The Corporation shall remain, directly or through a wholly-owned subsidiary, the sole absolute owner of the Matawinie Mine, the Bécancour Site and the Transformation Plant, and of all assets and rights used, necessary or desirable in connection with the carrying out of the Project, free and clear of all Liens except Permitted Encumbrances.

Conduct of Operation relating to the Project. The Corporation shall (i) conduct its business operations and activities relating to the Project, and use all assets relating thereto, in compliance with all Applicable Laws and good industry practices (ii) obtain all authorizations as are necessary to conduct operations as currently conducted or proposed to be conducted at the Project, the whole in accordance with good industry practices, and (iii) at all times do or cause to be done all things necessary to maintain the Project in good standing.

Financial Reports. The Corporation shall make (i) consolidated annual audited financial statements of the Corporation and related management’s discussion and analysis (which will include, as required under applicable securities laws, a report of construction progress and activities) available on the Corporation’s website as soon they are available, and in any event no later than 90 days after the end of each financial year, and (ii) quarterly consolidated unaudited financial statements of the Corporation and related management’s discussion and analysis (which will include, as required under applicable securities laws, a report of construction progress and activities), available on the Corporation’s website as soon as they are available, and in any event no later than 45 days after the end of the relevant financial quarter. Such financial reports shall be prepared in accordance with accounting standards required under IFRS, and include a profit and loss account, balance sheet and cash flow statement.

Access to Site. The Corporation shall ensure that the Holder is granted access to inspect the Matawinie Mine, the Demonstration Plants and the Transformation Plant and any other site relating to the Project within a reasonable time after giving notice thereof and during normal business hours, provided that such inspections shall not unreasonably interfere with the Corporation’s activities with respect to the Project.

Insurance. The Corporation shall obtain and maintain insurance in connection with the Project and the Bécancour Site covering all risks and liabilities as per industry standards, on a basis consistent with good industry practice, including but not limited to (to the extent they continue to be relevant to the Project and the Transformation Plant and subject to customary exclusions): (i) mining construction and erection risks in connection with the Project to cover all materials, equipment, supplies, machinery forming part or intended to form part of the Project including permanent and temporary works, structures, spare parts, consumables, fuels and oils, common facilities and facilities which are improvements, tie-ins, connections and additions, modifications to existing facilities, pipelines and all other property and the mobile plant and equipment of the mining fleet; (ii) third-party liability insurance to cover personal injury, bodily injury to or illness of third parties (whether fatal or not) and loss of or damage to or loss of use of property including all other direct or indirect or consequential losses resulting from loss of or damage to property belonging to third parties; and (iii) cargo insurance transportation to cover material project cargoes (e.g. machinery). All insurances shall be placed with reputable insurers of financial standing. The Corporation shall cause the policies of insurance referred to above to include a provision that such policies will not be amended in any manner which is materially prejudicial to any Holder’s interest, or be cancelled, without 30 days’ prior written notice being given to all Holders by the Corporation. The Corporation shall provide all Holders promptly with such evidence of insurance as the Holders may from time to time reasonably require. Where the Corporation has received payment under any insurance policy in respect of loss or damage to property covered by the policies of insurance referred to above that does or is reasonably likely to materially reduce the value of the Material Mining Tenements, the Corporation shall use such amount of net proceeds as is necessary to fully rebuild and/or replace the Material Mining Tenements or any part thereof that is the subject of such net proceeds.

Project Documents. The Corporation shall perform and observe all of its covenants and agreements contained in any of the Project Documents to which it is or becomes a party or of which it is the holder, take all reasonably necessary action to prevent the termination of any such Project Documents, other than by expiration of the term of such Project Documents and take any and all actions as may be reasonably necessary promptly to enforce its rights and to collect any and all sums due to it under the Project Documents, in each case to the extent that failure to do so is likely to either have a material adverse impact on the development, completion or operation of the Project or otherwise have a Material Adverse Effect.

Title to Material Mining Rights. The Corporation shall keep all Material Mining Tenements that are required for the completion and operation of the Project in good standing, and not render any such Material Mining Tenements liable to forfeiture or revocation and not surrender, relinquish or amalgamate any part of any such Material Mining Tenements.

[REDACTED – COMMERCIALLY SENSITIVE INFORMATION].

Notice of Litigation. Promptly upon the Corporation obtaining knowledge of the initiation of, or threat of, any litigation, arbitration, governmental investigation, proceeding or inquiry, not previously disclosed in writing by Corporation to the Holder, that would reasonably be expected to result in material liability to the Corporation if determined adversely to the Corporation, or that seeks to enjoin or otherwise prevent performance of the Corporation under this Note (including the conversion thereof), provide Holder written notice thereof, together with such other information as may be reasonably available to the Corporation from time to time to enable the Holder to evaluate such matter.

Further Assurances. The Corporation will, from time to time, execute such other documents or deliver to Holder such instruments, certificates of title or other documents as the Holder at any time may reasonably request to evidence, perfect or otherwise implement the terms of this Note and the other Transaction Documents including, as applicable, the Conversion.

Disposal. Other than in the ordinary course of business, the Corporation shall not, and shall cause its subsidiaries not to, transfer, assign or otherwise dispose of any legal or beneficial interest in any of its property, except (i) disposals of obsolete, worn out or redundant movable property; (ii) disposals of movable property where the movable property disposed of is replaced with comparable movable property; and (iii) disposals of any legal or beneficial interest in any immovable property for an aggregate market value of less than or equal to [REDACTED – FINANCIAL THRESHOLD], or in any movable property, in each case, on arm’s length terms and provided no such disposal has a material adverse impact on the development, completion or operation of the Project or otherwise have a Material Adverse Effect.

Dividend. The Corporation shall not, and shall cause its subsidiaries not to, declare or make any dividend payment or repurchase shares (other than dividend payments or share repurchases involving only the Corporation and a wholly-owned subsidiary thereof).

Intercompany Loans. The Corporation shall not, and shall cause its subsidiaries not to, provide any loans to an Affiliate, except for any Intercompany Loans.

Financial Support. The Corporation shall not, and shall cause its subsidiaries not to, for the benefit of any party outside of an Affiliate (i) grant any loans, (ii) grant any guarantees, or (iii) otherwise give financial assistance, except for (A) trade credits or guarantees issued in the ordinary course of business of the Corporation (including, for the avoidance of doubt, any performance guarantee issued in relation to any Future Offtake Contracts), or (B) with respect to Permitted Financial Indebtedness or Permitted Encumbrances.

Financial Indebtedness. The Corporation shall not, and shall cause its subsidiaries not to, incur or permit subsisting any Financial Indebtedness other than the Permitted Financial Indebtedness.

Negative Pledge. The Corporation shall not, and shall cause its subsidiaries not to, create or permit subsisting any security over any of its assets or enter into arrangement to have a similar effect except for the Permitted Encumbrances.

Continuation of Business. The Corporation shall not, and shall cause its subsidiaries not to, cease carrying on its business.

Arm’s Length Transactions. The Corporation shall not, and shall cause its subsidiaries not to, engage in, directly or indirectly, any transaction with any related party (including the purchase, sale or exchange of assets or the rendering of any service), except (i) in the ordinary course of business of the Corporation and its subsidiaries and pursuant to the reasonable requirement of the Corporation’s or any other Affiliate’s business and upon fair and reasonable terms, (ii) for any

Investments. [REDACTED – COMMERCIALLY SENSITIVE], the Corporation shall not, and shall cause its subsidiaries not to, invest any of the proceeds hereunder for purposes other than solely related to the Project or activities necessary or reasonably incidental to the carrying on of the Project (which, for greater clarity, shall exclude investments in or activity carried out through a company not being an Affiliate unless otherwise expressly permitted hereunder).

Certain Agreements. Enter into any agreement or arrangement (including, without limitation, in connection with the Project Equity Financing and Project Debt Financing) that restricts or prohibits the payment of any Change of Control Event Redemption Price, Event of Default Redemption Price, No FID Redemption Price or JV Redemption Price.

Upon and subject to the provisions and conditions of this Article 4, the Holder shall have the right, at its sole and absolute discretion, at any time, and from time to time, up to and including the Maturity Date, to convert this Note (in whole or in part, provided that the Holder shall not have the right to convert this Note in part unless the portion of the Note to be converted pursuant to this Section 4.1 amounts to $500,000 or more) into such number of Units equal to the Principal (excluding any portion which represents capitalized interest) divided by the Conversion Price, provided that (i) any portion of the Principal which represents capitalized interest or any accrued and unpaid or uncapitalized interest shall be convertible into Common Shares only (and not Units), (ii) conversion thereof shall be subject to TSXV and NYSE approvals, as required, at the future time of Conversion, and (iii) the Conversion Price applicable to capitalized interest or any accrued and unpaid or uncapitalized interest shall be the U.S. dollar equivalent of the “Market Price” as defined in TSXV rules determined at the quarter end on which such interest became payable.

The Holder may exercise its right to effect the Conversion by sending to the Corporation at its principal address a notice to such effect in accordance with the provisions of this Article 4. Upon receipt by the Corporation of such notice, the Holder shall be entered in the books of the Corporation as at the date of Conversion as the holder of the number of Common Shares and Warrants to which the Holder is entitled to upon Conversion and, as soon as practicable, the Corporation shall deliver to the Holder certificates (or electronic evidence of holdings satisfactory to the Holder) for such Common Shares and Warrants and, if applicable, execute an electronic transfer (without deduction for any related fees or expenses) for any amount payable under Section 7.3. Upon delivery of the certificates (or electronic evidence of holdings) for Common Shares and Warrants to which the Holder is entitled to upon Conversion, the Principal, including any portion of the Principal which represents capitalized interest and any accrued and unpaid or uncapitalized interest thereon, in respect of which such notice was given, shall be deemed repaid in full and no longer owing by the Corporation.

The Holder’s right of Conversion pursuant to this Section 4.1 shall extend only to the maximum number of whole Common Shares and Warrants into which the Principal, including any portion of the Principal which represents capitalized interest and any accrued and unpaid or uncapitalized interest thereon, is then converted in accordance with the provisions of paragraph Section 4.1(1). Fractional interests in Common Shares and Warrants shall be adjusted for in accordance with Section 7.3.

If a Conversion is in respect of capitalized interest or accrued and unpaid or uncapitalized interest, the Corporation shall promptly following receipt of the notice contemplated by Section 4.1(2) make and diligently pursue an application to TSXV and/or NYSE, as the case may be, to seek approval for the Conversion of such capitalized interest or accrued and unpaid or uncapitalized interest.

The Corporation shall have the right, at its sole and absolute discretion, from time to time from and after the earlier of (i) December 31, 2023 and (ii) the occurrence of FID, up to and including the Maturity Date, to repurchase this Note in whole for cash (the “Repurchase Option”) by paying to the Holder an amount equal to (the “Repurchase Amount”) the higher of:

the sum of (i) the Principal (including, for greater certainty, any interest capitalized and added to the Principal in accordance with Section 1.2), (ii) any accrued and unpaid or uncapitalized interest under this Note, and (iii) an amount equal to the unaccrued interest or uncapitalized under this Note from and after the date of repurchase up to the Maturity Date (at a rate per annum that is equal to 6.0%, compounded daily); and

(A) the sum of (i) the Principal (including, for greater certainty, any interest capitalized and added to the Principal in accordance with Section 1.2), plus (ii) interest on this Note accruing from the issuance date at a rate of 12.0% per annum, compounded daily, up to the date of redemption, minus (B) the sum of all interest previously paid on this Note, whether paid in cash or capitalized and added to the Principal in accordance with Section 1.2,

Upon receipt by the Holder of a Repurchase Notice from the Corporation, the Holder shall have the right to effect the Conversion pursuant to Section 4.1 up to three (3) Business Days prior to the Repurchase Date. Thereafter, if the Holder has not exercised its right, the Holder shall (i) surrender this Note for immediate cancellation to the Corporation, and (ii) thereafter be entitled, on the Repurchase Date, to receive the Repurchase Amount by way of transfer of immediately available funds (or as may otherwise be agreed by the parties). Notwithstanding the foregoing, despite having received a Repurchase Notice the Holder may convert any or all of the Principal at any time up to the Repurchase Date in accordance with the procedures set forth in Section 4.1.

If, at any time prior to the Maturity Date, the Corporation contemplates a Project Equity Financing and/or Project Debt Financing in an amount necessary to cover all the costs associated with the Project such that FID could occur, then the Corporation shall notify the Holder in writing of same, with such notice (the “FID Process Notice”) (i) specifying the main terms on which the Project Equity Financing and/or Project Debt Financing are being contemplated, (ii) specifying the targeted date for the announcement of same (which date shall be no less than 30 days from the date such notice is delivered to the Holder pursuant to this Section 6.1), and (iii) shall include current drafts of (A) the Master Control Budget, (B) the detailed plan for the construction of the Project, and (C) any contemplated Future Offtake Contracts with respect to the forecasted production from the Transformation Plant.

The Holder shall, within twenty (20) Business Days of receipt of the FID Process Notice, respond in writing to the Corporation and advise the Corporation whether it is considering seeking participation in financing of the Project or otherwise making an affirmative decision with respect to FID. If the Holder advises the Corporation it is seeking participation in financing of the Project or otherwise making an affirmative decision with respect to FID, the Corporation shall keep the Holder informed of material developments in connection therewith, with a view to allow the Holder to make its final investment decision.

For clarity, the purpose of the FID Process Notice to be delivered pursuant to this Section 6.1 is to allow the Holder to make a final investment decision with respect to the Project, but in no way shall this Section 6.1 give the Holder any right to participate in any Project Equity Financing and/or Project Debt Financing or to maintain its pro-rata ownership in any class of equity or debt securities of the Corporation (provided that this Section 6.1 shall not affect any rights the Holder has under the Mitsui Side Letter Agreement, including any pre-emptive rights thereunder).

Upon and subject to the provisions and conditions of this Article 6, if at any time prior to the Maturity Date, the Holder makes an affirmative decision with respect to FID and closing of the Project Equity Financing and/or Project Debt Financing occurs, then, subject to the then applicable Conversion Price being lower than each of (a) the U.S. dollar equivalent of the closing price of the Common Shares on the TSXV on the trading day prior to such closing and (b) the price per share at which Common Shares are being offered and issued in the Project Equity Financing (it being understood, that if the conditions set out in (a) and (b) are not met, there would be no automatic conversion), this Note shall automatically be converted into such number of Units equal to the Principal (excluding any portion which represents capitalized interest) divided by the Conversion Price, provided that (i) any portion of the Principal which represents capitalized interest or any accrued and unpaid or uncapitalized interest shall be convertible into Common Shares only (and not Units), (ii) conversion thereof shall be subject to TSXV and NYSE approvals, as required, at the future time of Conversion, and (iii) the Conversion Price applicable to capitalized interest or any accrued and unpaid or uncapitalized interest shall be the U.S. dollar equivalent of the “Market Price” as defined in TSXV rules determined at the quarter end on which such interest became payable.

Upon closing of the Project Equity Financing and/or the Project Debt Financing, the Holder shall, subject to Section 6.2(1), as soon as reasonably practicable, be entered in the books of the Corporation as at the date of closing of the Project Equity Financing and/or the Project Debt Financing, as the holder of the number of Common Shares and Warrants to which the Holder is entitled to upon Conversion and, as soon as practicable, the Corporation shall deliver to the Holder certificates(or electronic evidence of holdings satisfactory to the Holder) for such Common Shares and Warrants and, if applicable, execute an electronic transfer (without deduction for any related fees or expenses) for any amount payable under Section 7.3. Upon delivery of the certificates (or electronic evidence of holdings) for Common Shares and Warrants to which the Holder is entitled to upon Conversion, the Principal, including any accrued and unpaid or uncapitalized interest thereon shall be deemed repaid in full and no longer owing by the Corporation.

The automatic Conversion of this Note pursuant to this Article 6 shall extend only to the maximum number of whole Common Shares and Warrants into which the Principal, including any accrued and unpaid or uncapitalized interest thereon, is then converted in accordance with the provisions of paragraph (1). Fractional interests in Common Shares and Warrants shall be adjusted for in accordance with Section 7.3.

If a Conversion is in respect of capitalized interest or accrued and unpaid or uncapitalized interest, the Corporation shall promptly following closing of the Project Equity Financing and/or the Project Debt Financing make and diligently pursue an application to TSXV and/or NYSE, as the case may be, to seek approval for the Conversion of such accrued and unpaid or uncapitalized interest.

If, following completion of the FID process in compliance with Section 6.1, all conditions to the FID have been satisfied and the Corporation decides to proceed with the Project Equity Financing and/or Project Debt Financing, but the Holder does not make an affirmative decision with respect to FID, then the Corporation shall, concurrently with closing of the Project Equity Financing and/or Project Debt Financing, redeem all of the Holder’s Notes in whole for cash at the No FID Redemption Price.

If and whenever at any time after the date hereof and prior to the Maturity Date the Corporation shall (i) subdivide, re-divide or change its then outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate its then outstanding Common Shares into a lesser number of Common Shares, or (iii) issue Common Shares (or securities exchangeable for or convertible into Common Shares) to the holders of all or substantially all of its then outstanding Common Shares by way of a stock dividend or other distribution (any of such events herein called a “Share Reorganization”), then the Conversion Price shall be adjusted effective immediately after the effective date of any such event in (i) or (ii) above or the record date at which the holders of Common Shares are determined for the purpose of any such stock dividend or other distribution in (iii) above, as the case may be, by multiplying the Conversion Price in effect on such effective date or record date, as the case may be, by a fraction, (y) the numerator of

If and whenever at any time after the date hereof and prior to the Maturity Date, there is a capital reorganization of the Corporation or a reclassification or other change in the Common Shares (other than a Share Reorganization) or a consolidation or merger, amalgamation or arrangement of the Corporation with or into any other corporation or other entity (other than a consolidation, merger, amalgamation or arrangement which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities), or a transfer of all or substantially all of the Corporation’s assets to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a “Capital Reorganization”), the Holder shall be entitled to receive, and shall accept, upon the exercise of the right of Conversion at any time after the effective date thereof, in lieu of Common Shares and/or Warrants to which the Holder was theretofore entitled on Conversion, the kind and amount of shares, share purchase warrants or other securities or money or other property that the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares and/or Warrants to which the Holder was entitled upon Conversion, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section 7.2(2).

So long as all of this Note has not been Converted or otherwise redeemed in accordance with the terms hereof, the number of Common Shares issuable upon exercise of the Warrants underlying this Note and the exercise price of any Warrants underlying this Note shall be adjusted in accordance with the terms and conditions of the form of Warrant attached as Schedule “B” hereto, as if the Holder had been the registered holder of the number of Warrants to which the Holder was entitled upon Conversion at the relevant time, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in the form of Warrant attached as Schedule “B” hereto.

If any question arises with respect to the adjustments provided in this Section 7.2, such question shall be conclusively determined by a firm of chartered professional accountants appointed by the Corporation and acceptable to the Holder. Such chartered professional accountants shall be given access to all necessary records of the Corporation and their determination shall be binding upon the Corporation and the Holder.

As soon as reasonably practicable after the Corporation has entered into definitive documentation with respect, or is otherwise subject, to a Change of Control Event, the Corporation shall notify the Holder of same, and the Holder shall be entitled, but not obligated, to (i) have the Principal (including, for greater certainty, any interest capitalized and added to the Principal in accordance with Section 1.2), together with any accrued and unpaid or uncapitalized interest under this Note, converted into Units at the Conversion Price (provided that any portion of the Principal which represents capitalized interest or accrued and unpaid or uncapitalized interest shall be convertible into Common Shares only (and not Units)), effective immediately prior to the completion of the Change of Control Event, the whole in accordance with the procedures set forth in Section 4.1, or (ii) have the Corporation redeem all, but not less than all, of this Note at the Change of Control Event Redemption Price following the consummation of the Change of Control Event, the whole in accordance with the procedures set forth Section 8.1(2).

Upon the occurrence of a Change of Control Event, the Corporation shall make an offer to the Holder (the “Change of Control Event Redemption Option”) to redeem this Note in whole for cash by paying to the Holder an amount equal to the Change of Control Event Redemption Price. The Change of Control Event Redemption Option shall be exercisable by the Holders for 30 days following receipt by the Holder of the offer from the Corporation. If accepted by the Holder, the settlement date of the Change of Control Event Redemption Option shall be on the fifth (5^th) Business Day after the end of the 30-days exercise period (the “Change of Control Event Redemption Date”). For the avoidance of doubt, subject to the terms of this Note, if not accepted by the Holder, the Holder will continue to hold the Note as if no Change of Control Event occurred and without prejudice to any of its rights associated with the Note.

the Corporation fails to make payment when due of the Principal outstanding or of any accrued and unpaid or uncapitalized interest thereon, unless such default is remedied within five (5) Business Days after notice thereof by the Holder to the Corporation;

(i) default by the Corporation in the performance or observance of any other covenant, condition or obligation contained in this Note, or (ii) default in any material respects in the performance or observance of any covenant, condition or obligation contained in any Transaction Document, unless in each case such default is remedied within 15 days after notice thereof by the Holder to the Corporation;

any representation or warranty made or deemed to be made by the Corporation in this Note or in any other Transaction Documents is found to be false or inaccurate in any material respect (unless such representation or warranty is already qualified by materiality or Material Adverse Effect or words to that effect, in which case it shall be an event of default if any such representation or warranty is found to be false or inaccurate in any respect), unless the circumstances giving rise to the false or inaccurate representation are capable of remedy and are remedied within 20 Business Days of the earlier of the Holder giving notice to the Corporation or the Corporation becoming aware of such false or inaccurate representation;

(i) any Financial Indebtedness is not paid when due nor within any applicable grace period; (ii) any Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); (iii) any commitment for any Financial Indebtedness is cancelled or suspended by a creditor as a result of an event of default (however described); or (iv) any creditor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described), provided in each case that the aggregate amount of such Financial Indebtedness or commitment for Financial Indebtedness falling within clauses (i) to (iv) above exceeds a total of [REDACTED – FINANCIAL THRESHOLD] (or the equivalent thereof in any other currency); and

any termination or withdrawal of any Material Mining Tenements required for the completion and operation of the Project, or termination or cancellation of any Project Document, which in either case has a material adverse impact on the development, completion or operation of the Project or otherwise has a Material Adverse Effect, unless such withdrawal or termination is capable of being remedied and is remedied within 30 Business Days after the earlier of the Corporation’s actual knowledge thereof or notice thereof is given to the Corporation by the Holder;

a Material Adverse Effect occurs after the date of this Note;

a proceeding in bankruptcy or insolvency of the Corporation or for a receiver or trustee for any of its property is filed by or against the Corporation provided that the Corporation shall not be in default hereunder if it is contesting such proceeding in good faith;

any execution, distress or other enforcement process, whether by court order or otherwise, becomes enforceable against any material property and assets of the Corporation, provided that the Corporation shall not be in default hereunder if it is contesting such proceeding in good faith and has obtained a stay of such proceedings and has set aside in trust a satisfactory amount of money to satisfy the claim in the event that it is not successful in opposing the proceeding; or

if, at any time prior to the Conversion, the Common Shares are no longer listed and posted for trading on any of the TSXV, the Toronto Stock Exchange, the NYSE or another recognized stock exchange.

No amendment or waiver of any provision of this Note, nor consent to any departure by the Corporation or any other Person from such provisions, is effective unless in writing and approved by the Holder. Any amendment, waiver or consent is effective only in the specific instance and for the specific purpose for which it was given.

No failure on the part of the Holder to exercise, and no delay in exercising, any right under this Note shall operate as a waiver of such right; nor shall any single or partial exercise of any right under this Note preclude any other or further exercise of such right or the exercise of any other right.

To the Corporation at:

To the Holder at:

Except as specifically otherwise provided for herein, the Parties will keep confidential this Note and will refrain from using it other than for the activities contemplated hereunder or publicly disclosing it unless required by law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction or with the consent of the other party hereto, such consent not to be unreasonably withheld, provided that the provisions of this Section 10.4 shall not apply to information which is or becomes part of the public domain other than through a breach of the terms hereof.

The Parties will consult with each other prior to issuing any press release or other public statement regarding this Note. In addition, each Party will obtain prior consent from the other Party before issuing any press release or public statement regarding this Note, except if such disclosure is required by law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction (a “Regulatory News Release”) and the other Party unreasonably withholds consent to such press release or other public statement or does not provide such consent in a timely manner. Notwithstanding the above, when practicable, where a Party requests consent from the other Party of any press release or public statement and the other Party has not responded to such request within five (5) Business Days, then the Party proposing the press release or public statement will be entitled to proceed with its disclosure as if it had received consent from the other Party, which five (5) Business Days period shall be reduced to twelve (12) hours in the case of a Regulatory News Release.

Where a request is made for permission under this Section 10.4 to disclose confidential information, a reply thereto will be made as soon as possible and in any event within three (3) Business Days after receipt of such request, failing which the Party requesting will be entitled to disclose such information in the limited circumstances specified in such request as if such consent had been given.

“Business Day” means any day of the year: (i) other than a Saturday, Sunday or a statutory holiday in Montreal, Québec, and (ii) on which the TSXV is open for business;

“Common Shares” means common shares in the share capital of the Corporation;

“Current Market Price” means on any given date the volume weighted average trading price on the TSXV (or, if the Common Shares are not listed and posted for trading on the TSXV, the NYSE or such other stock exchange or over-the-counter market on which the Common Shares may be listed or quoted) for the 20 Trading Days ending three Trading Days prior to the relevant date;

“Exercise Price” means $5.70 per Warrant Share, subject to adjustment in accordance with the provisions of Section 5;

“Expiry Date” means [•], 20[•];

“NYSE” means the New York Stock Exchange;

“Regulation S” means Regulation S promulgated under the U.S. Securities Act;

“Trading Day” means a day on which not less than a board lot of Common Shares has traded on the TSXV (or, if the Common Shares are not listed and posted for trading on the TSXV, the NYSE or such other stock exchange or over-the-counter market on which the Common Shares may be listed or quoted);

“TSXV” means the TSX Venture Exchange.

“U.S. Person” means a “U.S. person” as such term is defined in Rule 902(k) of Regulation S;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“United States” means “United States” as such term is defined in Rule 902(l) of Regulation S; and

“Warrant Certificate” means this certificate representing the Warrants.

Subject to the terms hereof, this Warrant Certificate may be transferred, subject to the terms set forth in the transfer form attached as Schedule “B” hereto (“Transfer Form”). No transfer of this Warrant Certificate shall be effective unless this Warrant Certificate is accompanied by a duly executed Transfer Form or other instrument of transfer in such form as the Corporation may from time to time prescribe, together with such evidence of the genuineness of each endorsement, execution and authorization and of other matters as may be required by the Corporation, and delivered to the Corporation. No transfer of this Warrant Certificate shall be made if, in the opinion of counsel to the Corporation, such transfer would result in the violation of any applicable securities laws. Subject to the foregoing, the Corporation shall issue and mail, as soon as practicable, and in any event within five (5) Business Days of the receipt by the Corporation of this Warrant Certificate and the Transfer Form, a new Warrant Certificate (with or without legends as determined by the Corporation) registered in the name of the transferee or as the transferee may direct and shall take all other necessary actions to effect the transfer as directed.

The Warrants and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act.

If this Warrant includes a legend describing transfer restrictions imposed by the U.S. Securities Act or state securities laws, then this Warrant may be offered, sold, pledged or otherwise transferred only if: (A) the sale is to the Corporation; (B) the sale is made outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations; (C)(i) the sale is made in accordance with the exemption from registration provided by Rule 144A under the U.S. Securities Act, if available, to a person who the Holder reasonably believes is a “qualified institutional buyer” within the meaning of said Rule 144A that is purchasing for its own account or for the account of a qualified institutional buyer and to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, and in accordance with applicable state securities laws or (ii) the sale is made pursuant to Rule 144 under the U.S. Securities Act, if available, and in accordance with applicable state securities or “blue sky” laws; or (D) the sale is made in a transaction (other than a transaction described in subparagraphs (A), (B) or (C) above) that does not require registration under the U.S. Securities Act or any applicable state securities or “blue sky” laws governing the offer and sale of such securities; and, with respect to an offer, sale, pledge, transfer or other disposition made under subparagraph (C) or (D) above (and, if required by any transfer agent for the applicable securities, subparagraph (B) above) the Holder has, prior to such sale, furnished to the Corporation an opinion of counsel, which opinion shall be reasonably satisfactory in form and substance to the Corporation and shall confirm the compliance of such transaction with the registration requirements of the U.S. Securities Act, all applicable “blue sky” or state securities laws or exemptions therefrom. No transfer of the Warrants represented by this Certificate shall be made if in the opinion of counsel to the Corporation such transfer would result in the violation of any applicable securities laws.

This Warrant may not be exercised by, or for the account or benefit of, a U.S. Person or a person in the United States unless (A) an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws is available to the Holder hereof or the Common Shares issuable upon exercise is not otherwise subject to the registration requirements of the U.S. Securities Act and the Holder has furnished an opinion of counsel in form and substance reasonable satisfactory to the Corporation to such effect or, at the Corporation’s option, as applicable, other evidence of exemption satisfactory to the Corporation; or (B) the Holder is an “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D under the U.S. Securities Act, it has delivered a United States accredited investor certificate to the Corporation in form and substance reasonable satisfactory to the Corporation in connection with the exercise of the Warrants, and the representations, warranties and covenants made by the Holder therein are true and correct on the date of exercise of the Warrants in respect to the exercise of the Warrants and it represents to the Corporation as such.

the Warrants and the Warrant Shares issuable upon exercise of the Warrants are subject to a forty (40) day “distribution compliance period” (as defined in Regulation S, the “Distribution Compliance Period”), and the Warrants or Warrant Shares may not be offered or sold, prior to the expiration of the Distribution Compliance Period, unless (A) in accordance with Rule 903 or 904 of Regulation S; (B) pursuant to an effective registration statement under the U.S. Securities Act; or (C) pursuant to an available exemption from the registration requirements of the U.S. Securities Act and upon delivery of an opinion of counsel reasonably satisfactory to the Corporation to such effect.

If, at any time prior to the Expiry Time, there occurs:

a reclassification or redesignation of the Common Shares or any other capital reorganization other than a Common Share Reorganization (as defined below); or

a consolidation, merger or amalgamation of the Corporation with or into any other corporation or entity or an arrangement with any other corporation or entity which results in the cancellation, reclassification or redesignation of the Common Shares or a change or conversion of the Common Shares into other shares or securities or the holders of the Common Shares becoming entitled to receive shares or other securities of the other corporation or entity, or the transfer of all or substantially all of the assets of the Corporation to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or other property, or the Corporation being controlled (within the meaning of the Income Tax Act (Canada)) by another corporation or entity;

If necessary as a result of any Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this section with respect to the rights and interest thereafter of the Holder to the end that the provisions set forth in this section shall thereafter correspondingly be made applicable as nearly as may reasonably be practicable in relation to any shares or other securities or property thereafter issuable and deliverable upon the exercise of the Warrants.

If at any time after the date hereof and prior to the Expiry Time any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of Section 5, then the number of Warrant Shares issuable upon the subsequent exercise of the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Warrant Shares issuable upon the exercise of the Warrants immediately prior to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment or readjustment of the Exercise Price.

If, at any time prior to the Expiry Time, the Corporation shall:

subdivide, re-divide or change the outstanding Common Shares into a greater number of shares;

reduce, combine or consolidate the outstanding Common Shares into a lesser number of shares; or

fix a record date for the issue or distribution (other than a distribution referred to in subsection 5(c) of this Warrant Certificate) to the holders of all or substantially all of the Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares;

the numerator shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization; and

the denominator shall be the number of Common Shares outstanding immediately after giving effect to such Common Shares Reorganization, including, without limitation, in the case of a distribution of securities exchangeable for or convertible into Common Shares, the number of Common Shares that would have been outstanding if such securities had been exchanged for or converted into Common Shares on such date.

If, at any time prior to the Expiry Time, the Corporation shall fix a record date for the issue to the holders of all or substantially all of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (which period is herein called the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or, in the case of securities exchangeable for or convertible into Common Shares, at an exchange or conversion price per share) of less than 95% of the Current Market Price of the Common Shares on such record date (any such event being herein called a “Rights Offering”), the Exercise Price shall be adjusted, effective immediately after the record date, to a price determined by multiplying the Exercise Price in effect on such date by a fraction of which:

the numerator shall be the aggregate of:

the number of Common Shares outstanding on the record date for the Rights Offering; and

the number determined by dividing:

either:

the product of the number of Common Shares offered for issue during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering and the price at which such Common Shares are offered; or

the product of the exchange or conversion price of the securities so offered and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering are exchangeable or convertible,

the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

the denominator shall be the aggregate of the number of Common Shares outstanding on such record date and the number of Common Shares offered pursuant to such Rights Offering (or the number of Common Shares into which the securities so offered may be exchanged or converted).

If, at any time prior to the Expiry Time, the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the Common Shares:

Common Shares or other securities of the Corporation including, without limitation, rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares or any property or asset of the Corporation (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share at the date of issue of such securities) of at least 95% of the Current Market Price of the Common Shares on such record date), and including, without limitation, evidences of indebtedness; or

any property or other assets including, without limitation, cash,

the numerator shall be the difference between:

the product of the number of Common Shares outstanding on the record date and the Current Market Price of the Common Shares on the record date; and

the fair market value to the holders of Common Shares, as determined by the board of directors of the Corporation acting reasonably, of the securities, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution; and

the denominator shall be the product of the number of Common Shares outstanding on the record date and the Current Market Price of the Common Shares on the record date.

Subject to the other provisions of this section 6, any adjustment made pursuant to sections 4 or 5 are cumulative and shall be made successively whenever any event referred to in either of such sections shall occur.

In any case where an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event:

issuing to the Holder, by reason of the adjustment required by such event, the additional Warrant Shares issuable upon exercise of the Warrants after such record date and before the occurrence of such event; and

delivering to the Holder any distributions declared with respect to such additional Warrant Shares after the exercise of the Warrants and before such event,

No adjustment in the Exercise Price shall be required unless the adjustment would result in a change of at least 1% in the Exercise Price then in effect and no adjustment shall be made in the number of Warrant Shares issuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Warrant Share, provided, however, that any adjustments which, except for the provisions of this subsection (c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.

No adjustment in the Exercise Price or in the number or kind of securities issuable on exercise of the Warrants shall be made in respect of any event described in sections 4 or 5 if the Holder is entitled to participate in such event (subject to TSXV acceptance) on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the effective date or record date, as the case may be, of such event.

If the Corporation shall set a record date to determine shareholders for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, no adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of these Warrants shall be required by reason of the setting of such record date.

In the absence of a resolution of the directors of the Corporation fixing a record date for a stock dividend or other distribution comprising a Common Share Reorganization, a Rights Offering or a Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the effective date of such event.

The Corporation will not, whether pursuant to an adjustment under sections 4 and 5 or any other circumstances, be obligated to issue any fraction of a Warrant Share on any exercise or partial exercise of the Warrants. If any fractional interest in a Warrant Share would, except for the provisions of this section 5(g), be issuable upon the exercise or partial exercise of the Warrants, the number of Warrant Shares issuable shall be rounded down to the nearest whole number.

In the event of any question arising with respect to the adjustments provided for in sections 4 or 5, such question shall conclusively be determined by a firm of reputable chartered accountants appointed by the Corporation, which accountants may be the Corporation’s auditors. Such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation and the Holder.

As a condition precedent to the taking of any action that would require an adjustment pursuant to sections 4 or 5, the Corporation shall take or cause to be taken all such action as, in the opinion of counsel of the Corporation, may be necessary in order that the Holder shall be entitled to receive, upon exercise of the Warrants, the shares or other securities or property provided for under the provisions hereof.

Adjustments to the Exercise Price or the number of Warrant Shares purchasable pursuant to this Warrant Certificate may be subject to the prior approval of the TSXV.

it will preserve and maintain its corporate existence, rights and privileges, and qualify and remain qualified as a corporation in good standing in each jurisdiction in which such qualification is required;

it will cause the certificate(s) representing, or other evidence of ownership of, the Warrant Shares, from time to time, subscribed and paid for, upon the exercise of the Warrants, to be duly issued and delivered in accordance with the conditions hereof;

all Warrant Shares, which shall be issued upon exercise of the Warrants and payment of the Exercise Price, shall be fully paid and non-assessable shares;

it will reserve and keep available a sufficient number of Warrant Shares for the purpose of enabling it to satisfy its obligation to issue Warrant Shares upon the exercise of the Warrants;

it will use all reasonable efforts to maintain its status as a “reporting issuer” or the equivalent in each of the provinces in Canada and not in default of any requirement of applicable securities laws;

it will use all reasonable efforts to ensure that the Common Shares remain listed on either the TSXV or Toronto Stock Exchange and the NYSE

except as required by law, it will not close its transfer books or take any other action which might deprive the Holder of the opportunity of exercising its right to subscribe for Warrant Shares pursuant to the Warrant during the period of twenty-one (21) days after the giving of a notice required by section 8 or unduly restrict such opportunity;

it will file such forms and documents as may be required under securities laws relating to this Warrant Certificate and the transactions contemplated hereunder; and

it will well and truly perform and carry out all of the acts or things to be done by it as provided by this Warrant Certificate.

it is duly incorporated and validly existing under the laws of its jurisdiction and is at the date hereof up-to-date in all material corporate filings and in good standing under the laws of Canada;

it has all requisite corporate power, authority and capacity to enter into this Warrant Certificate and to perform its obligations and complete the transactions contemplated hereunder, including the issuance of the Warrant Shares upon the exercise of the Warrants, and it and each of its subsidiaries has all requisite corporate power and authority and is duly qualified and holds all certificates, authority, permits and licences to carry on its businesses as now conducted and to own its properties and assets;

the execution and delivery by the Corporation of this Warrant Certificate, and the performance by the Corporation of its obligations hereunder, will not (or would not with the giving of notice, the lapse of time, or both) conflict with or result in a breach of: (i) its constitutional documents, (ii) any applicable law, (iii) any agreement or instrument to which it is a party or by which it is bound or by which any of its properties or assets are bound, or (iv) any judgment, injunction, determination or award which is binding on it;

it has obtained all required corporate authorization for the creation and issuance of the Warrants and the performance of its obligations in connection with the Warrants and has provided for the issuance, subject only to receipt by the Corporation of the Exercise Price, of the Warrant Shares which Warrant Shares, when issued, will be issued as fully paid and non-assessable shares;

it has obtained all regulatory approvals (including, without limitation, the approvals of TSXV and NYSE) necessary or desirable for the issuance of the Warrants, the Warrant Shares to the Holder and the Warrant Shares, when issued, will be listed and posted for trading on the TSXV and the NYSE; and

this Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions of this Warrant Certificate.

If any of the Warrants are exercised prior to March 9, 2023, the certificates representing, or other evidence of ownership of, the Warrant Shares to be issued pursuant to such exercise shall bear the following legends:

If any Warrants are exercised in the United States or by or on behalf, or for the account or benefit of, of a U.S. Person, the certificates representing, or other evidence of ownership of, the Warrant Shares to be issued pursuant to such exercise shall bear the following legend:

further, the Holder understands and acknowledges that, until such time as the Warrant Shares are no longer restricted securities pursuant to Rule 144(a)(3) under the U.S. Securities Act, the Warrant Shares may not be offered or sold or otherwise transferred, directly or indirectly, in the United States or to, or for the account or benefit of a U.S. Person, and it will not deposit any of the Warrant Shares with Cede & Co. or any successor thereto and it will also cause any nominee holding the Warrant Shares on its behalf to comply with the foregoing re-sale and transfer restrictions. In addition, if the Warrants are exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. Person, the Holder exercising such Warrants will be deemed to have represented to the Corporation that the Holder has implemented appropriate internal controls and procedures to ensure that the Warrant Shares shall be properly identified in its records as restricted securities under the U.S. Securities Act that are subject to the re-sale and transfer restrictions set forth herein;

provided that, if the Warrants or Warrant Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent of the Corporation, in substantially the form set forth as Schedule “C” hereto (or in such other form as the Corporation may prescribe from time to time), together with such other evidence as the Corporation or its transfer agent may require, which may include, but is not limited to, an opinion of counsel reasonably satisfactory to the Corporation, to the effect that the transfer may be completed and the legend removed without registration under the U.S. Securities Act or any applicable state securities or “blue sky” laws; and

provided further, if the Warrants or Warrant Shares are being sold pursuant to clause (C) or (D), the legend may be removed by delivery to the registrar and transfer agent of the Corporation of an opinion of counsel, reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or any applicable state securities or “blue sky” laws.

any amalgamated or other corporation of which such body corporate or any of its successors is one of the amalgamating or merging corporations;

any corporation resulting from any court approved arrangement of which such body corporate or any of its successors is a party;

any corporation resulting from the continuance of such body corporate or any successor of it under the laws of another jurisdiction of incorporation; and

any successor (determined as aforesaid or in any similar or comparable procedure under the laws of any other jurisdiction) of any corporation referred to in clause (a), (b) or (c).

A. The undersigned hereby certifies that: (a) at the time of exercise, it is not a U.S. Person or a person in the United States, (b) did not execute or deliver this Warrant Exercise Form while within the United States, (c) it is not exercising any of the Warrants represented by the Warrant Certificate by or on behalf of, or for the account of benefit of, a U.S. Person or a person in the United States; and (d) it has in all other respects complied with the terms of Regulation S or any successor rule or regulation of the United States Securities and Exchange Commission in effect;

B. The undersigned holder hereby certifies that it is an “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D under the U.S. Securities Act, it has delivered a United States accredited investor certificate to the Corporation in form and substance reasonable satisfactory to the Corporation in connection with the exercise of the Warrants, and the representations, warranties and covenants made by the Holder therein are true and correct on the date of exercise of the Warrants in respect to the exercise of the Warrants and it represents to the Corporation as such; or

C. The undersigned holder is delivering a written opinion of United States counsel in form and substance reasonably satisfactory to the Corporation to the effect that the Warrant Shares to be delivered upon exercise hereof have been registered under the U.S. Securities Act and all applicable state securities laws or are otherwise exempt from registration thereunder.

Warrant Shares will not be registered or delivered to an address in the United States unless Box B or C above is checked and the undersigned, upon exercise, will be deemed to have represented and warranted that it will comply with the re-sale and transfer restrictions set forth in Section 20 of the Warrant Certificate.

If Box B above is checked, holders are encouraged to consult with the Corporation in advance to determine whether the United States accredited investor certificate tendered in connection with the exercise will be in form and substance reasonably satisfactory to the Corporation.

If Box C above is checked, holders are encouraged to consult with the Corporation in advance to determine whether the legal opinion tendered in connection with the exercise will be in form and substance reasonably satisfactory to the Corporation.

A. the transfer is being made only to the Corporation;

B. the transfer is being made outside the United States in accordance with Rule 904 of Regulation S and in compliance with all applicable local securities laws and regulations;

C. the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144 under the U.S. Securities Act or (ii) Rule 144A under the U.S. Securities Act, and in either case in accordance with all applicable state securities laws; or

D. the transfer is being made in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws;

In the case of a transfer in accordance with Box B, the Corporation shall first have received an executed declaration in the form set forth as Schedule “C” of the Warrant Certificate.

In the case of a transfer in accordance with Box C or Box D, the Corporation shall first have received an opinion of counsel in form and substance reasonably satisfactory to the Corporation, to such effect.

If Box C or Box D above is checked, holders are encouraged to consult with the Corporation in advance to determine whether the legal opinion tendered in connection with the exercise will be in form and substance reasonably satisfactory to the Corporation, to such effect.

Certificates will not be registered or delivered to an address in the United States unless either of Box C or Box D above is checked.

In the case of a transfer within the United States to, or for the account or benefit of a U.S. Person or to a person in the United States, the certificates representing the Warrants will be endorsed with a United States restrictive legend.