Common use of Flip-in Event Clause in Contracts

Flip-in Event. (a) Subject to Sections 3.1(b) and 5.1, in the event that prior to the Expiration Time a Flip-in Event occurs, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that, after such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date, or which may thereafter be Beneficially Owned, by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of such other Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate thereon in a transfer of Rights occurring subsequent to the Acquiring Person becoming such; shall become null and void without any further action and any holder of such Rights (including any transferee of, or other successor entitled to, such Rights, whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provisions of this Agreement and further shall thereafter not have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either of subclauses 3.1(b)(i) or 3.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate, referred to in this sentence, shall contain or will be deemed to contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in Subsection 3.1(b) of the Rights Agreement." The Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided to do so. (d) After the Separation Time, the Corporation shall do all such acts and things necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Company Act, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

Flip-in Event. (a1) Subject to Sections 3.1(bsubsection 4.2(2), section 4.4 and subsections 7.1(2) and 5.17.1(3), in the event that prior to the Expiration Time a Flip-in In Event occursshall occur, each Right shall thereafter constitute constitute, effective on the Stock Acquisition Date, the right to purchase from the Corporation, upon payment of the Exercise Price and exercise thereof of such Right on or after the Separation Time and in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in In Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 section 3.2 in the event that, that after such date of consummation or occurrence, the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 section 3.2 shall have occurred with respect to such Common Sharesoccurred). (b2) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date, or which may thereafter be Beneficially Owned, by: by (ia) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of such other Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), or Affiliate thereon (b) a transferee or other successor in title directly or indirectly (a transfer "Transferee") of Rights occurring held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associates of an Acquiring Person) who becomes a Transferee concurrently with or subsequent to the Acquiring Person becoming such; such shall become null and void without any further action action, and any holder of such Rights (including any transferee of, or other successor entitled to, such Rights, whether directly or indirectlyTransferees) shall thereafter not have no right any rights whatsoever to exercise such Rights under any provisions provision of this Agreement and further shall thereafter not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c3) Any Rights Certificate In the event that represents Rights Beneficially Owned by a Person described there shall not be sufficient Common Shares authorized for issuance to permit the exercise in either of subclauses 3.1(b)(i) or 3.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate, referred to in this sentence, shall contain or will be deemed to contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in Subsection 3.1(b) full of the Rights Agreement." The Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by in accordance with this section 4.2, the Corporation or if a holder fails shall take all such action as may be necessary to certify authorize additional Common Shares for issuance upon transfer or exchange in the space provided to do soexercise of the Rights. (d4) After From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1 includingsection 4.2, including without limitation, all such acts and things as may be required to satisfy the requirements of the Company Act, Act (B.C.) and the Securities Act (British ColumbiaB.C.) and the securities laws Securities Acts or comparable legislation in each of the provinces Provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

Flip-in Event. (a) Subject to Section 3.1(b), and Sections 3.1(b5.1(b), 5.1(c) and 5.15.1(d), in the event that prior to the Expiration Time if a Flip-in Event occursoccurs prior to the Expiration Time, each Right shall thereafter will constitute the a right to purchase from the Corporationpurchase, upon exercise thereof in accordance with the terms hereof, that number one Unit at an Exercise Price of Common Shares of the Corporation having an aggregate Market Price $0.00001, effective on the date Close of consummation or occurrence Business on the 10th day following the Stock Acquisition Date (or, if a prospectus exemption is not available for such distribution under the Securities Act and all comparable legislations of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the any other applicable adjustment provided for in Section 2.3 in the event thatjurisdiction, after such date of consummation or occurrencea prospectus receipt is obtained therefor, an event of a type analogous which the Corporation, PBI, PBP and PBT undertake to any of the events described in Section 2.3 shall have occurred with respect use their best efforts to such Common Sharespromptly obtain from all applicable Canadian and/or American jurisdictions). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date, or which may thereafter be Beneficially Owned, by: by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of such other Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person, or (ii) a transferee or other successor in title of Rights, directly or indirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or Affiliate thereon of any Person acting jointly or in concert with an Acquiring Person who becomes a transfer of Rights occurring transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such; shall , will become null and void without any further action action, and any holder of such those Rights (including transferees or successors in title) will not have any transferee of, or other successor entitled to, such Rights, whether directly or indirectly) shall thereafter have no right whatsoever to exercise such those Rights under any provisions of this Agreement and further shall thereafter will not have thereafter any other rights whatsoever with respect to such those Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not null and void under this Subsection Section 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) Section 3.1 and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either of subclauses 3.1(b)(iSection 3.1(a) or 3.1(b)(ii3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate, Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: "“The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person (or an Affiliate or an Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such other Person) (as such terms are defined in the Amended and Restated Shareholder Rights Plan Agreement) or acting jointly or in concert with any of them). This Rights Certificate and the Rights represented hereby shall be become null and void in the circumstances specified in Subsection Section 3.1(b) of the Shareholder Rights Plan Agreement." The ” provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to do so. (din this Section 3.1(c) After the Separation Time, the Corporation shall do all such acts and things necessary and within its power to ensure compliance with be of no effect on the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Company Act, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement3.1(b).

Flip-in Event. (a) Subject to Section 3.1(b), and Sections 3.1(b5.1(b), 5.1(c) and 5.15.1(d), in the event that prior to the Expiration Time if a Flip-in Event occursoccurs prior to the Expiration Time, each Right shall thereafter constitute will constitute, effective on the Close of Business on the 10th day following the Stock Acquisition Date, a right to purchase from the Corporation, upon exercise thereof payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares Shares, as applicable, of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such that Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right that Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that, if after such date of consummation or occurrence, occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred occurs with respect to such those Common Shares). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date, or which may thereafter be Beneficially Owned, by: by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of such other Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person, or (ii) a transferee or other successor in title of Rights, directly or indirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or Affiliate thereon of any Person acting jointly or in concert with an Acquiring Person who becomes a transfer of Rights occurring transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such; shall , will become null and void without any further action action, and any holder of such those Rights (including transferees or successors in title) will not have any transferee of, or other successor entitled to, such Rights, whether directly or indirectly) shall thereafter have no right whatsoever to exercise such those Rights under any provisions of this Agreement and further shall thereafter will not have thereafter any other rights whatsoever with respect to such those Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not null and void under this Subsection Section 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) Section 3.1 and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either of subclauses 3.1(b)(i) or 3.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate, referred to in this sentence, shall contain or will be deemed to contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in Subsection 3.1(b) of the Rights Agreement." The Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided to do so. (d) After the Separation Time, the Corporation shall do all such acts and things necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Company Act, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

Flip-in Event. (a) Subject to Sections subsection 3.1(b), subsections 5.1(b) and 5.15.1(c) hereof, in the event that prior to the Expiration Time a Flip-in Event occursshall occur, the Company shall take such action as shall be necessary to ensure and provide, within 10 Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the securities acts or comparable legislation of each of the Provinces and Territories of Canada then, except as provided below: (i) each Right shall thereafter constitute the right to purchase from the Corporation, Company upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that, that after such date of consummation or occurrenceoccurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred); (ii) in the event that there are insufficient authorized but unissued Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in paragraph 3.1(b)(ii) to purchase from the Company that number of Common Shares per Right provided for in paragraph 3.1(a)(i), then until such time as holders of Common Shares approve an increase in the Company’s authorized capital such that there are sufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in paragraph 3.1(b)(ii) to purchase from the Company that number of Common Shares per Right provided for in paragraph 3.1(a)(i), each whole Right shall constitute, effective at the Close of Business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof, that number of Common Shares that is equal to one Common Share multiplied by the Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Sharesoccurred). (b) Notwithstanding anything in this Agreement to the contraryforegoing, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date, or which may thereafter be Beneficially Owned, Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person of any Associate or Affiliate of an Acquiring Person); or (ii) a transferee or other successor in title directly or indirectly (a “Transferee”) of Rights held by any Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or Affiliate subsequent to the Acquiring Person becoming an Acquiring Person becoming such in a transfer that the Board of such other Person); or (ii) Directors has determined is part of a transfereeplan, direct arrangement or indirect, scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate thereon in a transfer of Rights occurring subsequent to an Acquiring Person), that has the Acquiring Person becoming suchpurpose or effect of avoiding paragraph 3.1(b)(i); shall become null and void without any further action and any holder of such Rights (including any transferee of, or other successor entitled to, such Rights, whether directly or indirectlyTransferees) shall thereafter have no right to exercise such Rights under any provisions provision of this Agreement and further shall thereafter not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either of subclauses 3.1(b)(iparagraphs (i) or 3.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate, Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: "“The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Transferee (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void or shall be become void in the circumstances specified in Subsection subsection 3.1(b) of the Rights Agreement." The ” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but by shall be required to impose such legend only if instructed to do so by the Corporation Company or if a holder fails to certify upon transfer or exchange in the space provided to do soon the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in concert with any of them. (d) After the Separation Time, the Corporation shall do all such acts and things necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Company Act, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

Flip-in Event. (a) Subject to Sections 3.1(b3.3 and 3.4 and subsections 5.1(b) and 5.1(c), in the event that if prior to the Expiration Time a Flip-in Event occurs, the Company shall take such action as shall be necessary to ensure and provide, within five Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) or comparable legislation of each of the provinces of Canada or the 1933 Securities Act, so that, except as provided below, each Right shall thereafter constitute the right to purchase from the CorporationCompany, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that, if after such date of consummation or occurrence, occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the contraryforegoing, upon the occurrence of any Flip-in Event, Event any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date, or which may thereafter be Beneficially Owned, Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting Acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of such other an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate thereon of an Acquiring Person) in a transfer transfer, whether or not for consideration, that the Board of Rights occurring subsequent to Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person becoming such; shall (or any Affiliate or Associate of an Acquiring Person) that has the purpose or affect of avoiding clause (i) of this subsection 3.2(b), become null and void without any further action and any holder of such Rights (including any transferee of, or other successor entitled to, such Rights, whether directly or indirectlytransferees) shall thereafter have no right to exercise such Rights under any provisions of this Agreement and further shall thereafter not have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and voidAgreement. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either of subclauses 3.1(b)(iclauses (i) or 3.1(b)(ii(ii) of subsection 3.2(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate, Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in Subsection 3.1(bsubsection 3.2(b) of the Rights Agreement." The . provided that the Rights Agent shall is not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be is required to impose such legend only if instructed to do so by the Corporation Company or if a holder fails to certify upon transfer or exchange in the space provided to do soon the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof. (d) After the Separation Time, the Corporation shall do all such acts and things necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Company Act, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

Flip-in Event. (a) Subject to Sections 3.1(b) and 5.1, in the event that prior to the Expiration Time a Flip-in Event occurs, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that, after such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date, or which may thereafter be Beneficially Owned, by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of such other Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate thereon in a transfer of Rights occurring subsequent to the Acquiring Person becoming such; shall become null and void without any further action and any holder of such Rights (including any transferee of, or other successor entitled to, such Rights, whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provisions of this Agreement and further shall thereafter not have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either of subclauses 3.1(b)(i) or 3.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate, referred to in this sentence, shall contain or will be deemed to contain the following legend: "“The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in Subsection 3.1(b) of the Rights Agreement." ” The Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided to do so. (d) After the Separation Time, the Corporation shall do all such acts and things necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Company ActBCBCA, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

Flip-in Event. (a) Subject to Sections 3.1(bSection 3.2 and Subsections 5.1(d) and 5.15.1(e), in the event that prior to the Expiration Time a Flip-in Event occurs, each Right shall thereafter constitute constitute, effective from and after the Close of Business on the tenth day following the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that, after such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date, or which may thereafter be Beneficially Owned, by: (i) Date by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of such other Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate thereon in a transfer of Rights occurring subsequent to the Acquiring Person becoming such; shall become null and void without any further action and any holder of such Rights (including any transferee of, or other successor entitled in title to, such Rights, whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provisions provision of this Agreement and further shall thereafter not have any no other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either of subclauses 3.1(b)(i) or 3.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate, referred to in this sentence, shall contain or will be deemed to contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in Subsection 3.1(b) of the Rights Agreement." The Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided to do so. (d) After the Separation Time, the Corporation shall do all such acts and things as are necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Company Act, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

Flip-in Event. (a) Subject to Sections subsection 3.1(b) and 5.1Section 5.1 hereof, in the event that prior to the Expiration Time a Flip-in Event occurs, shall occur: (i) each Right shall thereafter constitute constitute, effective at the close of business on the 10th Business Day thereafter, the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that, that after such date of consummation or occurrenceoccurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred); (ii) in the event that there are insufficient authorized but unissued Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in paragraph 3.1(b)(ii)) to purchase from the Corporation that number of Common Shares per Right provided for in paragraph 3.1(a)(i), then until such time as holders of Common Shares approve an increase in the Corporation's authorized capital such that there are sufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in paragraph 3.1(b)(ii)) to purchase from the Corporation that number of Common Shares per Right provided for in paragraph 3.1(a)(i), each whole Right shall constitute, effective at the Close of Business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares that is equal to one Common Share multiplied by the Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Sharesoccurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date, or which may thereafter be Beneficially Owned, Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person of any Associate or Affiliate of an Acquiring Person); or (ii) a transferee or other successor in title directly or indirectly (a "Transferee") of Rights held by any Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or Affiliate subsequent to the Acquiring Person becoming an Acquiring Person becoming such in a transfer that the Board of such other Person); or (ii) Directors has determined is part of a transfereeplan, direct arrangement or indirect, scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate thereon in a transfer of Rights occurring subsequent to an Acquiring Person), that has the Acquiring Person becoming suchpurpose or effect of avoiding paragraph 3.1(b)(i); shall become null and void without any further action and any holder of such Rights (including any transferee of, or other successor entitled to, such Rights, whether directly or indirectlyTransferees) shall thereafter have no right to exercise such Rights under any provisions provision of this Agreement and further shall thereafter not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either of subclauses 3.1(b)(iparagraphs (i) or 3.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate, Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Transferee (as such terms are defined in the Rights AgreementPlan) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void or shall be become void in the circumstances specified in Subsection subsection 3.1(b) of the Rights AgreementPlan." The provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided to do so.on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in concert with any of them; (d) After From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1 3.1, including, without limitation, all such acts and things as may be required to satisfy the requirements of the Company ActBusiness Corporations Act (Yukon), the Canadian Securities Laws, the Exchange Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules each of the stock exchanges where states of the Common Shares are listed at such time Unites States in respect of the issue of Common Shares shares upon the exercise of Rights in accordance with this Agreement.

Flip-in Event. (a) Subject to Sections 3.1(bSection 3.2 and Subsections 5.1(d) and 5.15.1(e), in the event that prior to the Expiration Time a Flip-in Event occursshall occur, each Right shall thereafter constitute constitute, effective from and after the later of its date of issue and the Close of Business on the tenth day following the Stock Acquisition Date until the Expiration Time, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that, after such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date, or which may thereafter be Beneficially Owned, by: (i) Date by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of such other Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate thereon in a transfer of Rights occurring subsequent to the Acquiring Person becoming such; shall become null and void without any further action and any holder of such Rights (including any transferee of, or other successor entitled in title to, such Rights, whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provisions provision of this Agreement and further shall thereafter not have any no other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either of subclauses 3.1(b)(i) or 3.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate, referred to in this sentence, shall contain or will be deemed to contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in Subsection 3.1(b) of the Rights Agreement." The Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided to do so. (d) After the Separation Time, the Corporation shall do all such acts and things as are necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Company Act, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.