Common use of RIGHTS CERTIFICATE Clause in Contracts

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated Rights Agreement dated as of June [21], 2017, as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between TOREX GOLD RESOURCES INC., a corporation existing under the Business Corporations Act (Ontario) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that ·, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles entities the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated Rights Agreement dated as of June [21]March 23, 2017, as such may from time to time be amended, restated, varied or replaced 2007 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.Revett Minerals Inc., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Investor Services Inc., a corporation incorporated under the laws of the Province of Ontario, as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES REVETT MINERALS INC. ByPer: Name: Title: Per: Name: Title: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, Attorney to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) (Signature must be guaranteed by a Canadian Schedule I chartered bankbank or trust company, or a financial institution that is member firm of a recognized stock exchange in Canada, a member of the Investment Dealers Association of Canada or a recognized member of the Securities Transfer Agents Medallion Program (STAMP, MSP or SEMP) Program.) )). (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that ____________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]the 24th day of May, 2017, as such may from time to time be amended, restated, varied or replaced 2011 (the “"Rights Agreement”)") between Cream Minerals Ltd., between TOREX GOLD RESOURCES INC.a corporation subsisting under the Business Corporations Act (British Columbia) (the "Company") and Computershare Investor Services Inc., a corporation existing under the Business Corporations Act (Ontario) laws of Canada, as rights agent (the “Corporation”"Rights Agent"), and COMPUTERSHARE INVESTOR SERVICES INC., as which term shall include any successor Rights Agent, Agent under the Rights Agreement) to purchase from the Corporation Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share in the capital and non-assessable Common Share of the Corporation Company (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in the City city of Toronto, CanadaVancouver. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, the number of Common Shares which each Right entitles the registered holder thereof to purchase shall be adjusted as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered office of the Corporation Company and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation Company at a redemption price of $0.00001 (Canadian) per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Company (except as provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCompany. Date: ATTEST____________________ CREAM MINERALS LTD. By: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: CREAM MINERALS LTD. AND TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably elects to exercise _______________ whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: (Name) (Address) (City and Province or State) (Social Insurance Number or other taxpayer identification number) If such number of Rights are not all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitution. and delivered to: (Name) (Address) (City and Province or State) (Social Insurance Number or other taxpayer identification number) Dated: Signature: Signature Guaranteed Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Schedule 1 Canadian Schedule I chartered bank, bank or a financial an eligible guarantor institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Programwith membership in an approved signature guarantee medallion program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Protection Rights Plan Agreement dated as of June [21]March 7, 20171990, as such may amended and restated August 14, 2018 and as further amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between TOREX GOLD RESOURCES INC.CAE Inc., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in any of the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. The Corporation shall not be obligated to make a payment of the redemption price to any holder of Rights unless the holder is entitled to receive at least $10.00 in respect of all Rights held by such holder. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES Dated  CAE INC. By: Authorized Signature DateSigning Officer By: [Form of Reverse Side of Rights Certificate] FORM Authorized Signing Officer COMPUTERSHARE TRUST COMPANY OF TRANSFER CANADA By: Authorized Signing Officer By: Authorized Signing Officer TO: CAE INC. (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by an - "Eligible Institution" i.e. a Canadian Schedule I 1 chartered bank, or a financial institution that is major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized Medallion (STAMPstock exchange in Canada and the United States, MSP or SEMP) Program.) (members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers of banks and trust companies in the United States. To be completed if true) CERTIFICATION true The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert consent with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, ______________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated made as of June [21]April 12, 2017, as such may from time to time be amended, restated, varied or replaced 1999 (the “"Rights Agreement”), ") between TOREX GOLD RESOURCES INC.GSI Lumonics Inc., a corporation existing under the Business Corporations Act (Ontario) laws of New Brunswick (the “"Corporation”)") and Montreal Trust Company of Canada, and COMPUTERSHARE INVESTOR SERVICES INC.a trust company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent"), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $200.00 per Right (payable by certified cheque, bankers draft or money order payable to the order of the Corporation). The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders holder of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Toronto, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, Agreement the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.0001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST___________________________ Per: TOREX GOLD RESOURCES INC. By______________________________ Per: ______________________________ Countersigned: COMPUTERSHARE INVESTOR SERVICES INCo TRUST COMPANY, in the City of Toronto Per: ______________________________ FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: Rights Certificate No. By: Authorized Signature Date: [Form of Reverse Side ------------------------------------ Name ------------------------------------ Address ------------------------------------ City and Province ------------------------------------ Social Insurance No. or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitutionand delivered to: ------------------------------------ Name ------------------------------------ Address ------------------------------------ City and Province ------------------------------------ Social Insurance No. Datedor other taxpayer identification number Date: ________________________ _________________________________________ Signature Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles entities the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated a Rights Agreement dated made as of June [21]March 23, 2017, as such may from time to time be amended, restated, varied or replaced 2012 (the “Rights Agreement”), ) between TOREX NEW GOLD RESOURCES INC., a corporation existing incorporated under the Business Corporations Act (Ontario) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in the City of TorontoVancouver, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature:

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated a Rights Agreement Agreement, dated effective as of June [21]February 28, 2017, as such may from time to time be amended, restated, varied or replaced 2013 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.Atlantic Power Corporation, a corporation existing continued under the Business Corporations Act (OntarioBritish Columbia) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Investor Services Inc., as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 per Right right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.0001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder Holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: , 2013 ATTEST: TOREX GOLD RESOURCES INC. ATLANTIC POWER CORPORATION By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: Signatory 2 [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature Signatures must be medallion guaranteed by a Canadian Schedule I chartered bankmember firm of a recognized stock exchange in Canada or a registered national securities exchange in the United States, a member of the National Association of Securities Dealers, Inc., or a financial institution that is a member of a recognized Medallion (STAMP, MSP commercial bank or SEMP) Program.) trust company having an office or correspondent in Canada or the United States. (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, • is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated made as of June [21]May 26 , 20172010 between, Neptune Technologies & Bioressources Inc. a corporation existing under the laws of Québec (the “Corporation”) and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement, as such agreement may from time to time be amended, restatedvaried, varied restated or replaced (the “Rights Agreement”), between TOREX GOLD RESOURCES INC., a corporation existing under the Business Corporations Act (Ontario) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent, to purchase from the Corporation Corporation, at any time after the 10th Trading Day following the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation Share (a “Common Share”) (subject to adjustment as provided defined in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of duly executed, to the Rights Agent at its principal office in Montreal. Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price per Right shall be the price at which a holder of a Right may purchase the securities issuable upon exercise of one whole Right which shall be an aggregate dollar amount equal to the Market Price (as defined in the Rights Agreement) per Share (determined as at the Separation Time) multiplied by way of five (5) payable by certified cheque, bank banker’s draft or money order made payable to the Corporation at the principal office order of the Rights Agent in or by wire transfer to an account designated by the City of Toronto, CanadaRights Agent. The number of Shares which may be purchased for the Exercise Price shall initially be $100.00 per Right and shall be is subject to adjustment as set forth in the Rights Agreement. In certain events circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive securities of the Corporation other than Shares, or more or less than one Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Montreal, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES NEPTUNE TECHNOLOGIES & BIORESSOURCES INC. ByPer: _______________________________________________________ Per: _______________________________________________________ Countersigned: COMPUTERSHARE INVESTOR SERVICES INCTRUST COMPANY OF CANADA, in the City of Montreal Per: _______________________________________________________ FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise ______________________whole Rights represented by this Rights Certificate to purchase the Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of and delivered to: Name Address City and Province Social Insurance No. By: Authorized Signature Date: [Form of Reverse Side or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitutionand delivered to: Name Address City and Province Social Insurance No. Datedor other taxpayer identification number Date: Signature Guaranteed _______________________________________ _______________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (_________________________________________________ Signature Guaranteed Signature must be signature guaranteed by a Schedule 1 Canadian Schedule I chartered bank, a Canadian major trust company or a financial institution that is a member firm of a recognized Medallion (STAMP, MSP or SEMP) Signature Guarantee Program.) . (To be completed by the holder if true) CERTIFICATION The undersigned hereby represents certifies and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof of the foregoing (all as such terms are defined in the Rights Agreement). SignatureSignature (Please print name below signature)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, ⚫ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21], 2017, as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”)) made as of February 21, 2023 between TOREX GOLD RESOURCES INC.Gildan Activewear Inc., a corporation existing under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”)) and Computershare Investor Services Inc., and COMPUTERSHARE INVESTOR SERVICES INC.a corporation incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation Share (a “Common Share”) (subject to adjustment as provided defined in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, CanadaMontréal. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price per Right shall be an aggregate dollar amount equal to the Market Price (as defined in the Rights Agreement) per Share (determined as at the Separation Time) multiplied by five (payable by certified cheque, banker's draft or money order payable to the order of the Rights Agent). The number of Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Montréal, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.0001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES XXXXXX ACTIVEWEAR INC. ByPer: Per: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. Byin the City of Montréal Per: Authorized Signature DateFORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by this Rights Certificate to purchase the Shares issuable upon the exercise of such Rights and requests that certificates for such Shares be issued in the name of and delivered to: [Form of Reverse Side Name Address City and Province Social Insurance No. or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitutionand delivered to: Name Address City and Province Social Insurance No. Datedor other taxpayer identification number Date: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature Guaranteed Signature must be guaranteed Signature Guaranteed by a Schedule 1 Canadian Schedule I chartered bank, a major Canadian trust company or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) Guarantee program. (To be completed by the holder if true) CERTIFICATION The undersigned hereby represents certifies and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof of the foregoing (all as such terms are defined in the Rights Agreement). SignatureSignature (Please print name below signature)

RIGHTS CERTIFICATE. This certifies that , or registered assigns, _________________________________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [September 21], 2017, as such may from time to time be amended, restated, varied or replaced 1999 (the “"Rights Agreement”), ") between TOREX GOLD RESOURCES INC.TLC The Laser Center Inc., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Ontario (the “"Corporation”)") and CIBC Mellon Trust Company, and COMPUTERSHARE INVESTOR SERVICES INC.a trust company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto. Until adjustment thereof in certain events as provided in the Rights Agreement, Canada. The the Exercise Price shall initially be $100.00 200 per Right and shall be subject (payable in cash, certified cheque or money order payable to adjustment the order of the Corporation). In certain circumstances described in certain events the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to receive more or less than one Common Share (or a combination thereof), as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein the City of Toronto, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.0001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. DateDATED: ATTEST: TOREX GOLD RESOURCES TLC THE LASER CENTER INC. ByPer: ___________________________________ Chief Executive Officer Per: ___________________________________ Chief Financial Officer Countersigned: COMPUTERSHARE INVESTOR SERVICES CIBC MELLON TRUST COMPANY Per: ___________________________________ Authorized Signature FORM OF ELECTION TO EXERCISE TO: TLC LASER CENTER INC. ByThe undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: Authorized Signature Date: [Form of Reverse Side __________________________________ Name __________________________________ Address __________________________________ City and Province/State __________________________________ Social Insurance No. or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitutionand delivered to: __________________________________ Name __________________________________ Address __________________________________ City and Province/State __________________________________ Social Insurance No. Dated: or other taxpayer identification number Date:_____________________________ Signature Guaranteed Signature _____________________________ __________________________________ (Signature must correspond to name as Signature Guaranteed written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bankmember firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a financial institution that is a member of a recognized Medallion (STAMP, MSP commercial bank or SEMP) Program.) trust company having an office or correspondent in Canada or the United States. (To be completed if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or by any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with any an Acquiring Person or with any Affiliate or Associate thereof of any such other Person (all as such terms are defined in the Rights Agreement). Signature________________________________________ Signature FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein. Date:_____________________________ Signature _____________________________ __________________________________ (Signature must correspond to name as Signature Guaranteed written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Canada or the United States. (To be completed if true) The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or by any Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of any such other Person (as such terms are defined in the Rights Agreement).

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated a Rights Agreement Agreement, dated as of June [21]September 16, 2017, as such may from time to time be amended, restated, varied or replaced 2013 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC., a corporation existing under the Business Corporations Act (Ontario) Stem Cell Therapeutics Corp. (the “Corporation”), ) and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Trust Company of Canada, as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.000001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder Holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature:

RIGHTS CERTIFICATE. This certifies that , or registered assigns, [ ] is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Third Amended and Restated Shareholder Rights Plan Agreement dated as of June [21]May 7, 2017, as such may from time to time be amended, restated, varied or replaced 2020 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.NFI Group Inc., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Canada, (the “Corporation”)) and Computershare Investor Services Inc., and COMPUTERSHARE INVESTOR SERVICES INC.a corporation incorporated under the laws of Ontario, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of TorontoXxxxxxx, CanadaXxxxxxx. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $200.00 per Right (payable in cash, certified cheque or money order payable to the order of the Corporation). The number of Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Xxxxxxx, Xxxxxxx, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may be adjusted so as to entitle the registered holder thereof to purchase or receive securities in the capital of the Corporation other than Shares or more or less than one Share (or a combination thereof), all as provided in the Rights Agreement. The number of Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends distributions or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES [ ] NFI GROUP INC. By: CountersignedName: Title: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Name: Title: FORM OF ELECTION TO EXERCISE NFI GROUP INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by this Rights Certificate to purchase the Shares issuable upon the exercise of such Rights and requests that certificates for such Shares be issued in the name of and delivered to: Rights Certificate No. Name Address City and Province Social Insurance No. or other taxpayer identification numbers If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name Address City and Province Social Insurance No. or other taxpayer identification numbers Date: [Form Signature (Signature must correspond to name as written Written Signature Guaranteed upon the face of Reverse Side this Rights Certificate in every particular without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a major Canadian trust company, a Schedule 1 Canadian chartered bank, a member of Rights Certificate] FORM OF TRANSFER a recognized stock exchange in Canada or a member of the Securities Transfer Association Medallion (STAMP) Program. (To be executed completed by the registered holder if such holder desires to transfer true) The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Shares, that the Rights Certificates.evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person, any Associate or Affiliate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of such Acquiring Person, or an Associate or Affiliate of such Person so acting jointly or in concert (as such terms are defined in the Rights Agreement). Signature NOTICE If the certification set forth above in the Form of Election to Exercise is not completed, the Corporation is entitled to treat the Beneficial Owner of the Rights represented by this Rights Certificate to be an Acquiring Person (as defined in the Rights Agreement) and, accordingly, such Rights shall be null and void. FORM OF ASSIGNMENT FOR VALUE RECEIVED RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. DatedDate: Signature Guaranteed Signature (Signature must correspond to name as written Written Signature Guaranteed upon the face of this Rights Certificate in every particular, particular without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a major Canadian trust company, a Schedule I 1 Canadian chartered bank, or a financial institution that is a member of a recognized stock exchange in Canada or a member of the Securities Transfer Association Medallion (STAMP, MSP or SEMP) Program.) . (To be completed by the holder if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person Person, any Associate or Affiliate of an Acquiring Person, any other Person acting jointly or in concert with any an Acquiring Person or with any Associate or Affiliate of such Acquiring Person, or an Associate thereof or Affiliate of such Person so acting jointly or in concert (all as such terms are defined in the Rights Agreement). SignatureSignature (Please print name below signature)

RIGHTS CERTIFICATE. This certifies that , _______________ or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]the 23rd day of January, 2017, as such may from time to time be amended, restated, varied or replaced 2008 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.Evolving Gold Corp., a corporation existing under the Business Corporations Act (OntarioBritish Columbia) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Pacific Corporate Trust Company, a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term will include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) and prior to the close of business on the date of the Corporation’s Annual Meeting of Shareholders to be held in the year 2011 (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to belowPrice, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its office in the City of TorontoVancouver, CanadaBritish Columbia. The Exercise Price shall will initially be $100.00 (Canadian) per Right and shall will be subject to adjustment or revision in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall will be exercised in part, the registered holder shall will be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares Shares, nor any other securities which may at any time be issuable upon the exercise hereof, will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall will be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall will have been exercised as provided in the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall will have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX Date EVOLVING GOLD RESOURCES INCCORP. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: By Countersigned PACIFIC CORPORATE TRUST COMPANY By Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: EVOLVING GOLD CORP. The undersigned hereby irrevocably elects to exercise __________ whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: (CITY AND STATE OR PROVINCE) If such number of Rights will not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights will be registered in the within-named Corporationname of and delivered to: (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature The signature of this assignment must correspond to with the name as written upon the face of this Rights Certificate the certificate, in every particular, without alteration or enlargement enlargement, or any change whatsoever) (Signature , and must be guaranteed by a Canadian Schedule I chartered bankbank or eligible guarantor institution with membership in an approved signature guarantee medallion program. [The following is to be completed, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION :] The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert consent with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). _____________________________________________ Signature

RIGHTS CERTIFICATE. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 4.l(b) OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ITS AFFILIATES OR ASSOCIATES OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM OR SUCH PERSON’S ASSOCIATES OR AFFILIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BECOME VOID WITHOUT FURTHER ACTION. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Agreement dated as of June [21], 2017Plan Agreement, as such the same may be amended or supplemented from time to time be amendedtime, restatedmade as of December 21, varied or replaced 2017 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.DiaMedica Therapeutics Inc., a corporation company existing under the Business Corporations Act (Ontario) laws of Canada (the “CorporationCompany”), ) and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation Company at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital Common Share of the Corporation Company (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) ), at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in any of the City cities of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions provisions, and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation Company and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation Company at a redemption price of $0.00001 0.0001 per RightRight and (ii) may be exchanged at the option of the Company for cash, debt or equity securities or other assets of the Company. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities Shares of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in of the Rights Agreement)Company, or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Company: Date: ATTEST: TOREX GOLD RESOURCES DIAMEDICA THERAPEUTICS INC. By: By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature DateBy: [Form 37 FORM OF ELECTION TO EXERCISE TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably elects to exercise _______________________________________________ whole Rights represented by the attached Rights Certificate to purchase Common Shares (the “Shares”) issuable upon the exercise of Reverse Side such Rights and requests that certificates for such Shares to be issued to: Name Address City and Province Social Insurance, Social Security Number, or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: Name Address City and Province Social Insurance, with full power of substitution. Social Security Number, or other taxpayer identification number Dated: Signature Guaranteed Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature Signatures must be guaranteed by a Canadian Schedule I chartered bank, Canadian Chartered Bank or a financial institution that is a member of a recognized STAMP, MSP, or SEMP Program.) Note: The Signature must be guaranteed by one of the following methods: In Canada and the U.S.: a Medallion Guarantee obtained from a member of an acceptable Medallion Guarantee Program (STAMP, MSP SEMP or SEMP) MSP). Many banks, credit unions and broker dealers are members of a Medallion Guarantee Program.) (To be completed if true) CERTIFICATION . The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined guarantor must affix a stamp in the Rights Agreement)space above bearing the actual words “Medallion Guaranteed”. SignatureIn Canada: a Signature Guarantee obtained from a major Canadian Schedule I bank that is not a member of a Medallion Guarantee Program. The guarantor must affix a stamp in the space above bearing the actual words “Signature Guaranteed”.

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Protection Rights Plan Agreement dated as of June [21]August 12, 20172015, as such may amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between TOREX GOLD RESOURCES INC.CAE Inc., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non- assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in any of the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES Dated  CAE INC. By: Authorized Signature DateSigning Officer By: [Form of Reverse Side of Rights Certificate] FORM Authorized Signing Officer COMPUTERSHARE TRUST COMPANY OF TRANSFER CANADA By: Authorized Signing Officer By: Authorized Signing Officer TO: CAE INC. (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by an - "Eligible Institution" i.e. a Canadian Schedule I 1 chartered bank, or a financial institution that is major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized Medallion (STAMPstock exchange in Canada and the United States, MSP or SEMP) Program.) (members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers of banks and trust companies in the United States. To be completed if true) CERTIFICATION true The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert consent with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , ____________________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]the 11th day of April, 20171995 as amended and restated as of the 19th day of May, as such may from time to time be amended, restated, varied or replaced 1995 (the “"Rights Agreement”), ") between TOREX GOLD RESOURCES INC.Philxx Xxxironmental Inc., a corporation existing amalgamated under the Business Corporations Act (Ontario) (the “"Corporation”"), and COMPUTERSHARE INVESTOR SERVICES INC.Montreal Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement)) and prior to the close of business on the 30th day of June, 1998 (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in any of the City cities of TorontoVancouver, CanadaCalgary, Toronto and Montreal. The Exercise Price shall initially be $100.00 75.00 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rightsright, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 0.0001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. 47 WITNESS the facsimile signature of the proper officers of the Corporation Corporation. Date ________________________ Philxx Xxxironmental Inc. BY _____________________________ BY _______________________________ c/s Countersigned Montreal Trust Company of Canada Transfer Agent and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Registrar BY _____________________________ Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER 48 (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: PHILXX XXXIRONMENTAL INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: __________________________________ (NAME) __________________________________ (ADDRESS) __________________________________ (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitution. Datedand delivered to: __________________________________ (NAME) __________________________________ (ADDRESS) __________________________________ (CITY AND STATE OR PROVINCE) Dated _______________________ Signature Guaranteed ________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (49 Signature must be guaranteed by a Canadian Schedule I chartered bank, a Canadian trust company or a financial institution that is a member of a recognized stock exchange or a member of the Transfer Association Medallion (STAMP, MSP or SEMPStamp) Program.) (. [To be completed if true) CERTIFICATION ] The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert consent with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). _______________________________ Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Protection Rights Plan Agreement dated as of June [21]August 12, 20172015, as such may amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between TOREX GOLD RESOURCES INC.CAE Inc., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non- assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in any of the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES Dated ⚫ CAE INC. By: Authorized Signature DateSigning Officer By: [Form of Reverse Side of Rights Certificate] FORM Authorized Signing Officer COMPUTERSHARE TRUST COMPANY OF TRANSFER CANADA By: Authorized Signing Officer By: Authorized Signing Officer TO: CAE INC. (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by an - "Eligible Institution" i.e. a Canadian Schedule I 1 chartered bank, or a financial institution that is major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized Medallion (STAMPstock exchange in Canada and the United States, MSP or SEMP) Program.) (members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers of banks and trust companies in the United States. To be completed if true) CERTIFICATION true The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert consent with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that -------------------------, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]the 17th day of December, 2017, as such may from time to time be amended, restated, varied or replaced 1998 (the “"Rights Agreement”), ") between TOREX GOLD RESOURCES INC.MDSI Mobile Data Solutions Inc., a corporation existing incorporated under the Canada Business Corporations Act (Ontariothe "Corporation") and Montreal Trust Company of Canada, a trust company, as rights agent (the "Rights Agent") (which term shall include any successor Rights Agent under the “Corporation”Rights Agreement), and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent, to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in the City city of Vancouver, Toronto, CanadaMontreal or New York. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price is one hundred and forty Canadian (CDN$140.00) dollars. This In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive securities of an entity other than the Corporation, assets, debt, equity or other securities or property or assets of the Corporation, or more or less than one Common Share (or a combination thereof), all as provided in the Rights Agreement. The Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof thereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered principal office of the Corporation and are available upon written request. This The Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and the date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not now exercised. No fractional Common Shares will be issued upon the exercise of any Rights evidenced hereby, but in lieu thereof a cash payment will be made as provided in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.0001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided subject to adjustment in the Rights Agreementcertain events, under certain circumstances at its option. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This The Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. DateDATE: ATTEST: TOREX GOLD RESOURCES December 17, 1998 MDSI MOBILE DATA SOLUTIONS INC. ByPer: /s/ Xxxxxxx X. Xxxxxx ---------------------------- Xxxxxxx X. Xxxxxx, President Per: /s/ M. Xxxx Xxxxxxxx --------------------------- M. Xxxx Xxxxxxxx, Secretary Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. ByMONTREAL TRUST COMPANY OF CANADA Per: -------------------- Authorized Signature Date: [Form of Reverse Side of Rights Certificate] Signatory -2- FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.Certificate) FOR VALUE RECEIVED -------------------- hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney---------------------------------------- attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , ____________________ or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated made as of June [21]April 27, 2017, 2012 (as such may from time to time be amended, restated, varied or replaced (revised the “Rights Agreement”), ) between TOREX GOLD ATNA RESOURCES INCLTD., a corporation existing incorporated under the Business Corporations Act (OntarioBritish Columbia) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.TRUST COMPANY OF CANADA, a company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed Form of Election to Exercise and payment of (as such term is defined in the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation Rights Agreement) at the principal office of the Rights Agent in the City of TorontoVancouver, Canada. The Exercise Price (as such term is defined in the Rights Agreement) shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Rights Certificate may may, and under certain circumstances are required to, be redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby hereby, nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote (except for those matters solely voted on by holders of Rights as provided in the Right Agreement) or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature:

RIGHTS CERTIFICATE. This certifies that _________________________________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]the 9th day of March, 2017, as such may from time to time be amended, restated, varied or replaced 2010 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.Hemisphere Energy Corporation, a corporation existing incorporated under the Business Corporations Act (OntarioBritish Columbia) (the “Corporation”)) and Computershare Investor Services Inc., and COMPUTERSHARE INVESTOR SERVICES INC., a company incorporated under the laws of Canada as rights agent (the “Rights Agent”) (which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in the City city of Toronto, CanadaVancouver. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price is fifteen cents Canadian (CDN $0.15). This The Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof thereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered principal office of the Corporation and are available upon written request. This The Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and the date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not now exercised. No fractional Common Shares will be issued upon the exercise of any Rights evidenced hereby, but in lieu thereof a cash payment will be made as provided in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.0001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided subject to adjustment in the Rights Agreementcertain events, under certain circumstances at its option. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This The Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. DateDATED: ATTEST________________________________________ HEMISPHERE ENERGY CORPORATION Per: TOREX GOLD RESOURCES INC. ByPer: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. ByPer: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] Signatory FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.Certificate) FOR VALUE RECEIVED _________________________________ hereby sells, assigns and transfers unto (Please please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney__________________________________ attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. DatedDate: _________________________________________________ Signature Guaranteed Signature Guarantee: (Signature must correspond to the name as written upon the face of this the Rights Certificate Certificate, in every particular, without alteration or enlargement enlargement, or any change whatsoever) (). Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial an eligible guarantor institution that is a member of a recognized with membership in an approved Medallion (STAMP, MSP or SEMP) Program.) signature guarantee program. (To be completed by the assignor if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined therewith. Capitalized terms shall have the meaning ascribed thereto in the Rights Agreement. Signature (please print name of signatory) (To be attached to each Rights Certificate). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, _________________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21], 2017, as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”)) made as of April 10, 2008 between TOREX GOLD RESOURCES INC.Caledonia Mining Corporation, a corporation Corporation existing under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”), ) and COMPUTERSHARE INVESTOR SERVICES INC.Equity Transfer & Trust Company, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation Common Share (a “Common Share”) (subject to adjustment as provided defined in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price per Right shall be an aggregate dollar amount equal to the Market Price (as defined in the Rights Agreement) per Common Share (determined as at the Separation Time) multiplied by [five (5)] (payable by certified cheque, banker’s draft or money order payable to the order of the Corporation). The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Toronto, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 0.0001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereofhereby, a cash payment as all such Common Shares will be made as provided in rounded down to the Rights Agreementnearest whole number of Common Shares. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTESTCALEDONIA MINING CORPORATION Per: TOREX GOLD RESOURCES INC. By: ____________________________ Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. ByEQUITY TRANSFER & TRUST COMPANY Per: Authorized Signature Date: [Form of Reverse Side of ____________________________ FORM OF ELECTION TO EXERCISE (to be attached to each Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). SignatureTO:

RIGHTS CERTIFICATE. This certifies that , _______________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Resated Unitholder Rights Plan Agreement dated as of June [21]May 5, 2017, as such may from time to time be amended, restated, varied or replaced 2005 (the “"Rights Agreement”"), between TOREX GOLD RESOURCES INC.PrimeWest Energy Trust, a corporation existing trust organized under the Business Corporations Act (Ontario) laws of Alberta (the “Corporation”"Trust"), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation Trust at any time after the Separation Time and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share in ) and prior to the capital close of business on the Corporation Expiration Date (a “Common Share”) (subject to adjustment as provided such term is defined in the Rights Agreement) one fully paid and non-assessable Trust Unit of the Trust (a "Trust Unit") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in the City any of Toronto, CanadaToronto and Calgary. The Exercise Price shall initially be $100.00 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Trust (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation Trust and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered office of the Corporation Trust and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Trust Units as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation Trust at a redemption price of $0.00001 per Right. No fractional Common Shares Trust Units will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends distributions or be deemed for any purpose the holder of Common Shares Trust Units or of any other securities of the Trust which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder unitholder of the Corporation Trust or any right to vote for the election of directors or upon any matter submitted to shareholders unitholders of the Trust at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders unitholders of the Trust (except as expressly provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of PrimeWest Energy Inc. who have been authorized to sign this certificate on behalf of the Corporation and Trust. Dated o PRIMEWEST ENERGY TRUST, by its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES authorized attorney, PRIMEWEST ENERGY INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. ____________________________ Authorized Signing Officer By: ____________________________ Authorized Signature DateSigning Officer COMPUTERSHARE TRUST COMPANY OF CANADA By: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER ____________________________ Authorized Signing Officer By: ____________________________ Authorized Signing Officer (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: PRIMEWEST ENERGY TRUST The undersigned hereby irrevocably elects to exercise __________ whole Rights represented by the registered holder if attached Rights Certificate to purchase the Trust Units issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Trust Units be issued to: ____________________________ (NAME) ____________________________ (ADDRESS) ____________________________ (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: ____________________________ (NAME) ____________________________ (ADDRESS) ____________________________ (CITY AND STATE OR PROVINCE) ____________________________________________________________ SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated ___________________________ Signature Guaranteed _________________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, a Canadian trust company or a financial institution that is a member of a recognized stock exchange or a member of the Transfer Association Medallion (STAMP, MSP or SEMPStamp) Program.) (. [To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature]

RIGHTS CERTIFICATE. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 4.l(b) OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ITS AFFILIATES OR ASSOCIATES OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM OR SUCH PERSON’S ASSOCIATES OR AFFILIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BECOME VOID WITHOUT FURTHER ACTION. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Agreement dated as of June [21], 2017Plan Agreement, as such the same may be amended or supplemented from time to time be amendedtime, restatedmade as of December 21, varied or replaced 2017 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.DiaMedica Therapeutics Inc., a corporation company existing under the Business Corporations Act (Ontario) laws of Canada (the “CorporationCompany”), ) and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation Company at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital Common Share of the Corporation Company (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) ), at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in any of the City cities of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions provisions, and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation Company and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation Company at a redemption price of $0.00001 0.0001 per RightRight and (ii) may be exchanged at the option of the Company for cash, debt or equity securities or other assets of the Company. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities Shares of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in of the Rights Agreement)Company, or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. BY DIAMEDICA THERAPEUTICS INC. PURSUANT TO 17 C.F.R. SECTION 200.83 This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Company: Date: ATTEST: TOREX GOLD RESOURCES DIAMEDICA THERAPEUTICS INC. By: By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature DateBy: [Form 37 CONFIDENTIAL TREATMENT REQUESTED BY DIAMEDICA THERAPEUTICS INC. PURSUANT TO 17 C.F.R. SECTION 200.83 FORM OF ELECTION TO EXERCISE TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably elects to exercise _______________________________________________ whole Rights represented by the attached Rights Certificate to purchase Common Shares (the “Shares”) issuable upon the exercise of Reverse Side such Rights and requests that certificates for such Shares to be issued to: Name Address City and Province Social Insurance, Social Security Number, or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: Name Address City and Province Social Insurance, with full power of substitution. Social Security Number, or other taxpayer identification number Dated: Signature Guaranteed Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature Signatures must be guaranteed by a Canadian Schedule I chartered bank, Canadian Chartered Bank or a financial institution that is a member of a recognized STAMP, MSP, or SEMP Program.) BY DIAMEDICA THERAPEUTICS INC. PURSUANT TO 17 C.F.R. SECTION 200.83 Note: The Signature must be guaranteed by one of the following methods: In Canada and the U.S.: a Medallion Guarantee obtained from a member of an acceptable Medallion Guarantee Program (STAMP, MSP SEMP or SEMP) MSP). Many banks, credit unions and broker dealers are members of a Medallion Guarantee Program.) (To be completed if true) CERTIFICATION . The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined guarantor must affix a stamp in the Rights Agreement)space above bearing the actual words “Medallion Guaranteed”. SignatureIn Canada: a Signature Guarantee obtained from a major Canadian Schedule I bank that is not a member of a Medallion Guarantee Program. The guarantor must affix a stamp in the space above bearing the actual words “Signature Guaranteed”.

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated a Rights Agreement Agreement, dated as of June [21]September 16, 20172013, as such may from time to time be amendedamended on June 3, restated, varied or replaced 2014 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC., a corporation existing under the Business Corporations Act (Ontario) Trillium Therapeutics Inc. (the “Corporation”), ) and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Investor Services Inc., as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.000001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder Holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES TRILLIUM THERAPEUTICS INC. By: By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: Signatory iii [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature Signatures must be guaranteed by a Schedule 1 Canadian Schedule I chartered bank, Chartered Bank or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) SEMP Program.) . (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , ____________________ or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated made as of June [21]April 27, 2017, 2012 (as such may from time to time be amended, restated, varied or replaced (revised the “Rights Agreement”), ) between TOREX GOLD ATNA RESOURCES INCLTD., a corporation existing incorporated under the Business Corporations Act (OntarioBritish Columbia) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.TRUST COMPANY OF CANADA, a company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed Form of Election to Exercise and payment of (as such term is defined in the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation Rights Agreement) at the principal office of the Rights Agent in the City of TorontoVancouver, Canada. The Exercise Price (as such term is defined in the Rights Agreement) shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Rights Certificate may may, and under certain circumstances are required to, be redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby hereby, nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote (except for those matters solely voted on by holders of Rights as provided in the Right Agreement) or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature_________________________

RIGHTS CERTIFICATE. This certifies that , or registered assigns, (insert name of Rights holder) is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Agreement Plan Agreement, dated as of June [21]May 24, 2017, as such may from time to time be amended, restated, varied or replaced 2023 (the “Rights Agreement”)) between Western Uranium & Vanadium Corp., between TOREX GOLD RESOURCES INC.and Capital Transfer Agency ULC, a corporation existing under the Business Corporations Act (Ontario) as Rights Agent (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation Rights Agent at its office in the principal City of Toronto or at any other office of the Rights Agent in the City of Torontocities designated from time to time for that purpose by the Corporation. Until adjustment thereof in certain events as provided in the Rights Agreement, Canada. The the Exercise Price shall initially be [$100.00 ●] (Canadian) per Right. In certain circumstances described in the Rights Agreement, each Right and shall be subject evidenced hereby may entitle the registered holder thereof to adjustment in certain events purchase more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 0.001 (Canadian) per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTESTMay 24, 2023 Western Uranium & Vanadium Corp. Name: TOREX GOLD RESOURCES INC. ByTitle: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. ByCapital Transfer Agency ULC Name: Authorized Signature DateTitle: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed attached to each rights certificate) FORM OF ELECTION TO EXERCISE TO: Western Uranium & Vanadium Corp. The undersigned hereby irrevocably elects to exercise ___________whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that such shares be registered holder if in the name of: Name: ______________________ Address: ____________________ ___________________________ Social Insurance, Social Security or Other Taxpayer Identification Number:___________________________ If such holder desires to transfer number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: Name: ______________________ Address: ____________________ ___________________________ Social Insurance, with full power of substitution. Social Security or Other Taxpayer Identification Number:___________________________ Dated:_______________ Signature: _________________________ Signature Guaranteed Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature If the holder of Rights signing this Form of Election to Exercise is registering the underlying Common Shares in the name of someone other than itself, then the signature must be guaranteed by a Schedule 1 Canadian Schedule I chartered bank, a Canadian trust company or a financial institution that is a member of a recognized the Securities Transfer Association Medallion Program (STAMP), MSP or a member of the Stock Exchange Medallion Program (SEMP) Program.) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). (To be completed if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof of the foregoing (all as defined in the Rights Agreement). Signature.

RIGHTS CERTIFICATE. This certifies that , ___________________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]March 7, 20172008, as such may amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.Great Panther Resources Limited, a corporation existing company continued under the Business Corporations Act (Ontario) laws of British Columbia, (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Investor Services Inc., a corporation incorporated under the laws of Canada, as rights agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at it principal offices in the City of Toronto, CanadaVancouver. The Exercise Price shall initially be $100.00 50 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered office principal executive offices of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting meetings thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually signed by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. DateDATED: ATTEST: TOREX GOLD GREAT PANTHER RESOURCES INC. LIMITED By: CountersignedAuthorized Signing Officer By: Authorized Signing Officer Countersigned By: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER Signing Officer 35 (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: GREAT PANTHER RESOURCES LIMITED The undersigned hereby irrevocably elects to exercise _____________ whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: (Name) (Address) (City and Province) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: (Name) (Address) (City and Province) Social insurance, with full power of substitution. Dated: social security or other taxpayer number DATED Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) (Signature must be guaranteed by a Canadian Schedule I chartered bank, a Canadian trust company or a financial institution that is a member of a recognized the Securities Transfer Association Medallion Program (STAMP, MSP or SEMP) Program.) (Stamp). To be completed if true) CERTIFICATION true The undersigned hereby represents and certifies, certifies for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). SignatureSignature 37

RIGHTS CERTIFICATE. This certifies that , or registered assigns, l is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21], 2017, as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”)) made as of February 22, 2017 between TOREX GOLD RESOURCES INC.Gildan Activewear Inc., a corporation existing under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”)) and Computershare Investor Services Inc., and COMPUTERSHARE INVESTOR SERVICES INC.a corporation incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation Share (a “Common Share”) (subject to adjustment as provided defined in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, CanadaMontréal. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price per Right shall be an aggregate dollar amount equal to the Market Price (as defined in the Rights Agreement) per Share (determined as at the Separation Time) multiplied by five (payable by certified cheque, banker’s draft or money order payable to the order of the Rights Agent). The number of Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Montréal, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.0001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES GILDAN ACTIVEWEAR INC. ByPer: Per: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). SignatureCity of Montréal Per:

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Protection Rights Plan Agreement dated as of June [21]March 7, 20171990, as such may amended and restated August 11, 2021 and as further amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between TOREX GOLD RESOURCES INC.CAE Inc., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in any of the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. The Corporation shall not be obligated to make a payment of the redemption price to any holder of Rights unless the holder is entitled to receive at least $10.00 in respect of all Rights held by such holder. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES Dated  CAE INC. By: Authorized Signature DateSigning Officer By: [Form of Reverse Side of Rights Certificate] FORM Authorized Signing Officer COMPUTERSHARE TRUST COMPANY OF TRANSFER CANADA By: Authorized Signing Officer By: Authorized Signing Officer TO: CAE INC. (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by an - "Eligible Institution" i.e. a Canadian Schedule I 1 chartered bank, or a financial institution that is major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized Medallion (STAMPstock exchange in Canada and the United States, MSP or SEMP) Program.) (members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers of banks and trust companies in the United States. To be completed if true) CERTIFICATION true The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert consent with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated a Rights Agreement Agreement, dated as of June [21]May 8, 2017, as such may from time to time be amended, restated, varied or replaced 2015 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC., a corporation existing under the Business Corporations Act (Ontario) Titan Medical Inc. (the “Corporation”), ) and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Trust Company of Canada, as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.000001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder Holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES TITAN MEDICAL INC. By: By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. TRUST COMPANY OF CANADA By: Authorized Signature Date: Signatory [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature Signatures must be guaranteed by a Schedule 1 Canadian Schedule I chartered bank, Chartered Bank or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) SEMP Program.) . (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , _______________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Protection Rights Plan Agreement dated as of June [21]August 24, 20171993, as such may amended and restated from time to time be amended, restated, varied or replaced (the “"Rights Agreement”"), between TOREX GOLD RESOURCES INC.Intertape Polymer Group Inc., a corporation existing Corporation amalgamated under the Canada Business Corporations Act (Ontario) (the “"Corporation”"), and COMPUTERSHARE INVESTOR SERVICES INC.CIBC Mellon Trust Company (formerly known as The R-M Trust Company) , a trust company incorporated existing under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, CanadaMontreal. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. INTERTAPE POLYMER GROUP INC. Date: ATTEST__________________________ By: TOREX GOLD RESOURCES INC. By: Title: Title: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER CIBC MELLON TRUST COMPANY By __________________________ (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: INTERTAPE POLYMER GROUP INC. The undersigned hereby irrevocably elects to exercise __________ whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: _______________________________ _______________________________ _______________________________ (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: _______________________________ _______________________________ (ADDRESS) _______________________________ (CITY AND STATE OR PROVINCE) __________________________________________________________________ SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER Dated ___________________________ Signature Guaranteed ____________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I Canadian chartered bank, a major Canadian trust company or a financial institution that is a member of a recognized stock exchange or a member of the Securities Transfer Association a recognized Medallion Guarantee Program (STAMP, MSP or SEMPStamp) Program.) (. To be completed if true) CERTIFICATION true The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert consent with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). _____________________________________________ Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated a Rights Agreement dated made as of June [21]September 22, 2017, as such may from time to time be amended, restated, varied or replaced 2015 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.THE INTERTAIN GROUP LIMITED, a corporation existing incorporated under the Business Corporations Act (Ontario) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.CST TRUST COMPANY, a trust company existing under the laws of Canada, as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of a certified cheque, bank draft cheque or money order made payable to the Corporation of a sum equal to the Exercise Price multiplied by the number of Rights being exercised at the principal office of the Rights Agent in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES INC. THE INTERTAIN GROUP LIMITED By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. CST TRUST COMPANY By: Authorized Signature Signatory Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorneyattorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) . (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , _______________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]15, 20172000, as such may amended and restated from time to time be amended, restated, varied or replaced (the “"Rights Agreement”"), between TOREX GOLD RESOURCES INC.Cedara Software Corp., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Ontario (the “"Corporation”"), and COMPUTERSHARE INVESTOR SERVICES INC.Montreal Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) and prior to the close of business on the date immediately following the date of the Corporation's annual shareholders meeting to be held in 2003 (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in any of the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). SignatureDated o

RIGHTS CERTIFICATE. This certifies that , or registered assigns, that__________________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated made as of June [21]April 20, 2017, as such may from time to time be amended, restated, varied or replaced 2006 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.Metallica Resources Inc., a corporation existing subsisting under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”)) and Equity Transfer Services Inc., and COMPUTERSHARE INVESTOR SERVICES INC.a company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $20.00 per Right (payable by certified cheque, banker’s draft or money order payable to the order of the Corporation). The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders holder of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Toronto, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. 47 Subject to the provisions of the Rights Agreement, Agreement the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment by cheque will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD Axxxx 00, 0000 XXXXXXXXX RESOURCES INC. By: _________________________ Rxxxxxx X. Xxxx President and Chief Executive Officer Countersigned: COMPUTERSHARE INVESTOR EQUITY TRANSFER SERVICES INC. ByPer:____________________________ FORM OF ELECTION TO EXERCISE METALLICA RESOURCES INC. The undersigned hereby irrevocably elects to exercise _________________________________ whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: Authorized Signature DateRights Certificate No.___________________ Name:____________________________________ Address:__________________________________ City and Province:___________________________ Social Insurance No. or other taxpayer identification number: [Form of Reverse Side _____________________________ If such number of Rights Certificate] FORM OF TRANSFER (To exercised shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitutionand delivered to: Name:_________________________________ Address:_______________________________ City and Province:________________________ Social Insurance No. Dated: Signature Guaranteed or other taxpayer identification number:______________________ Date:______________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Schedule 1 Canadian Schedule I chartered bank, bank or a financial institution that is major Canadian trust company or a member of a recognized the Securities Transfer Association Medallion Program (STAMP, MSP or SEMP) Program.) ). (To be completed by the holder if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with any an Acquiring Person or with any Affiliate or Associate thereof of any such other Person (all as such terms are defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , ______________________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Protection Rights Plan Agreement dated as of June [21]14, 20172000, as such may amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”"RIGHTS AGREEMENT"), between TOREX GOLD RESOURCES INC.CAE Inc., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”"CORPORATION"), and COMPUTERSHARE INVESTOR SERVICES INC.Montreal Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the "RIGHTS AGENT", which term shall include any successor Rights Agent, Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement"COMMON SHARE") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in any of the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES Dated -- CAE INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. --------------------------------- Authorized Signing Officer By: --------------------------------- Authorized Signature DateSigning Officer -3- MONTREAL TRUST COMPANY OF CANADA By: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated--------------------------------- Authorized Signing Officer By: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature--------------------------------- Authorized Signing Officer

RIGHTS CERTIFICATE. This certifies that , or registered assigns, • is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated (the "Rights Agreement") made as of June [21]December 1, 2017, as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), 2004 between TOREX GOLD RESOURCES INC.Gildan Activewear Inc., a corporation existing under the Business Corporations Act (Ontario) laws of Canada (the “"Corporation”)") and Computershare Trust Company of Canada, and COMPUTERSHARE INVESTOR SERVICES INC.a trust company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent"), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation Share (a “Common Share”) (subject to adjustment as provided defined in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, CanadaMontréal. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price per Right shall be an aggregate dollar amount equal to the Market Price (as defined in the Rights Agreement) per Share (determined as at the Separation Time) multiplied by five (payable by certified cheque, banker's draft or money order payable to the order of the Rights Agent). The number of Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Montréal, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.0001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES GILDAN ACTIVEWEAR INC. ByPer: Per: Countersigned: COMPUTERSHARE INVESTOR SERVICES INCTRUST COMPANY OF CANADA, in the City of Montréal Per: 2 FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by this Rights Certificate to purchase the Shares issuable upon the exercise of such Rights and requests that certificates for such Shares be issued in the name of and delivered to: Name Address City and Province Social Insurance No. By: Authorized Signature Date: [Form of Reverse Side or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitutionand delivered to: Name Address City and Province Social Insurance No. Dated: or other taxpayer identification number Date Signature Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed Signature Guaranteed by a Schedule 1 Canadian Schedule I chartered bank, a major Canadian trust company or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) Guarantee program. (To be completed by the holder if true) CERTIFICATION The undersigned hereby represents certifies and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof of the foregoing (all as such terms are defined in the Rights Agreement). SignatureSignature (Please print name below signature) NOTICE In the event that the certification set forth above in the Form of Election to Exercise is not completed, the Corporation shall deem the Beneficial Owner of the Rights represented by this Rights Certificate to be an Acquiring Person (as defined in the Rights Agreement) and, accordingly, such Rights shall be null and void. FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein. Date: Signature Signature Guaranteed (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be Signature Guaranteed by a Schedule 1 Canadian chartered bank, a major Canadian trust company or a member of a recognized Medallion Guarantee program. (To be completed by the assignor if true) The undersigned hereby certifies and represents, for the benefit of the Corporation and all holders of Rights and Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with any of the foregoing (as such terms are defined in the Rights Agreement). Signature (Please print name below signature) NOTICE In the event that the certification set forth above in the Form of Assignment is not completed, the Corporation shall deem the Beneficial Owner of the Rights represented by this Rights Certificate to be an Acquiring Person (as defined in the Rights Agreement) and, accordingly, such Rights shall be null and void. Certificat n° Droits LES DROITS PEUVENT ÊTRE RACHETÉS, AU XXX XX XX XXXXXXX, XXXXX XXX XXXXXXXXX XXXXXXXXX DANS LA CONVENTION VISANT UN RÉGIME DE DROITS DE SOUSCRIPTION DES ACTIONNAIRES. DANS CERTAINES CIRCONSTANCES (PRÉCISÉES À L'ALINÉA 3.1(b) DE CETTE CONVENTION), LES DROITS DÉTENUS EN PROPRIÉTÉ EFFECTIVE PAR UNE PERSONNE FAISANT UNE ACQUISITION, CERTAINES PARTIES APPARENTÉES À UNE PERSONNE FAISANT UNE ACQUISITION OU LE CESSIONNAIRE D'UNE PERSONNE FAISANT UNE ACQUISITION OU D'UNE DE CES PARTIES APPARENTÉES DEVIENDRONT NULS SANS AUTRE FORMALITÉ. Certificat de Droits Les présentes attestent que • est le porteur inscrit du nombre de Droits indiqué ci-dessus, dont chacun permet au porteur inscrit des Droits, sous réserve des modalités, dispositions et conditions de la convention visant un régime de droits de souscription des actionnaires ("convention visant les Droits") passée en date du 3 août 2004 entre Les Vêtements de Sports Gildan Inc., une société existant en vertu des xxxx du Canada ("Société") et Société de fiducie Computershare du Canada, société de fiducie constituée en vertu des xxxx du Canada, en qualité d'agent des Droits ("agent des Droits"), terme qui comprend tout successeur de l'agent des Droits conformément à la convention visant les Droits, d'acheter auprès de la Société, en tout temps après l'heure de séparation et avant l'heure d'expiration (selon la définition de ces termes dans la convention visant les Droits) une action à droit de vote subalterne de catégorie A (ou une action ordinaire obtenue dans le cadre d'un échange, le cas échéant, de toutes les actions à droit de vote subalterne de catégorie A contre des actions ordinaires par suite du dépôt de statuts de modification ayant cet effet) entièrement libérée de la Société ("action") au prix d'exercice indiqué ci-dessous, sur présentation et remise du présent certificat de Droits, accompagné du formulaire de choix d'exercice adéquatement rempli et dûment signé, à l'agent des Droits à son bureau principal de Montréal. Tant qu'il ne sera pas ajusté dans certaines circonstances prévues dans la convention visant les Droits, le prix d'exercice pour chaque Droit sera un montant en dollars égal au cours du marché (selon la définition de ce terme dans la convention visant les Droits) par action (déterminé à l'heure de séparation) multiplié par cinq (payable par chèque certifié, traite bancaire ou mandat-poste établi à l'ordre de l'agent des Droits). Le nombre d'actions pouvant être acheté pour le prix d'exercice peut faire l'objet d'ajustements comme le stipule la convention visant les Droits. Le présent certificat de Droits est assujetti à toutes les modalités, dispositions et conditions de la convention visant les Droits, lesquelles sont intégrées dans les présentes par renvoi et en font partie intégrante, convention à laquelle il est fait renvoi par les présentes pour la description complète des droits, restrictions des droits, obligations, fonctions et immunités qu'elle confère à l'agent des Droits, à la Société et aux porteurs des certificats de Droits. Des copies de la convention visant les Droits sont conservées au siège social de la Société et peuvent être obtenues sur demande écrite. Le présent certificat de Droits, avec ou sans autres certificats de Droits, peut, sur remise au bureau principal de l'agent des Droits à Montréal, être échangé contre un ou plusieurs autres certificats de Droits de la même teneur attestant un nombre global de Droits égal au nombre global des Droits attestés par le ou les certificats de Droits remis. Si le présent certificat de Droits est exercé en partie, le porteur inscrit aura le droit de recevoir, sur remise de celui-ci, un ou plusieurs autres certificats de Droits représentant le nombre de Droits entiers qui n'auront pas été exercés. Sous réserve des dispositions de la convention visant les Droits, les Droits attestés par le présent certificat de Droits peuvent être rachetés par la Société au prix de rachat de 0,0001 $ par Droit, sous réserve d'ajustements dans certaines circonstances. Aucune fraction d'action ne sera émise au moment de l'exercice d'un ou de plusieurs Droits attestés par les présentes mais, en remplacement de celle-ci, un paiement comptant sera effectué comme le prévoit la convention visant les Droits. Aucun porteur du présent certificat de Droits, en tant que tel, ne sera habile à voter ou à recevoir des dividendes ni ne sera réputé à quelque fin que ce soit être le porteur d'actions ou d'autres titres pouvant être émissibles à un moment quelconque au moment de l'exercice du présent certificat, et aucune disposition de la convention visant les Droits ou du présent certificat ne xxxxx être interprétée comme conférant au porteur du présent certificat, en tant que tel, l'un quelconque des droits d'un actionnaire de la Société ni le droit de voter en vue de l'élection d'administrateurs ou à l'égard de toute question soumise aux actionnaires à une assemblée de ceux-ci, ni le droit d'approuver ou de s'abstenir d'approuver toute mesure prise par la Société, ni le droit de recevoir l'avis de convocation à quelque assemblée des actionnaires que ce soit ou un avis des autres mesures visant les actionnaires de la Société (sauf comme le prévoit la convention visant les Droits), ni le droit de recevoir des dividendes ou des droits de souscription ni quelque autre droit, et ce, tant que les Droits attestés par le présent certificat de Droits n'auront pas été exercés comme le prévoit la convention visant les Droits. Le présent certificat de Droits n'est pas valide à quelque fin que ce soit tant qu'il n'a pas été contresigné par l'agent des Droits. EN FOI DE QUOI le fac-similé de la signature des dirigeants appropriés de la Société a été apposé sur le présent certificat de Droits. Date: LES VÊTEMENTS DE SPORTS GILDAN INC. Par : Par : Contresignature : SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA dans la ville de Montréal Par : 2 FORMULAIRE DE CHOIX D'EXERCICE Par les présentes, le soussigné choisit irrévocablement d'exercer Droits entiers attestés par le présent certificat de Droits en vue de l'achat des actions émissibles au moment de l'exercice de ces Droits et demande que les certificats attestant ces actions soient émis au nom de la personne suivante et lui soient livrés: Nom Adresse Ville et province Numéro d'assurance sociale ou autre numéro d'identification du contribuable Si ce nombre de Droits ne constitue pas la totalité des Droits attestés par le présent certificat de Droits, un nouveau certificat de Droits attestant le reste de ces Droits sera immatriculé au nom de la personne suivante et lui sera livré: Nom Adresse Ville et province Numéro d'assurance sociale ou autre numéro d'identification du contribuable Date : Signature (Signature garantie) (La signature doit correspondre en tous points au nom apparaissant au recto du présent certificat de Droits, sans modification, ajout ni changement d'aucune sorte) La signature doit être garantie par une banque à charte canadienne de l'annexe 1, une grande société de fiducie canadienne ou un membre d'un programme reconnu de garantie des signatures Medallion. (Attestation devant être signée par le porteur si elle est exacte) Le soussigné atteste et déclare par les présentes, au profit de la Société et de tous les porteurs de Droits et d'actions, que les Droits attestés par le présent certificat de Droits ne sont pas et, à la connaissance du soussigné, n'ont jamais été détenus en propriété effective par une personne faisant une acquisition ou un membre du même groupe qu'elle ou une personne avec qui elle a des liens ou une autre personne agissant conjointement ou de concert avec l'un de ceux-ci (selon la définition de ces termes dans la convention visant les Droits). (Veuillez écrire le nom en lettres moulées sous la signature) AVIS Si l'attestation figurant ci-dessus dans le formulaire de choix d'exercice n'est pas signée, la Société considérera le véritable propriétaire des Droits représentés par le présent certificat de Droits comme une personne faisant une acquisition (selon la définition donnée dans la convention visant les Droits) et, par conséquent, ces Droits seront nuls et non avenus.

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Rights Plan Agreement dated as of June [21]the 8th day of November, 20172012, (the Shareholder Rights Plan Agreement dated as such may from time to time be amendedof November 6, restated, varied or replaced 2009) (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.UC Resources Ltd., a corporation existing subsisting under the Business Corporations Act (OntarioBritish Columbia) (the “Corporation”)) and Computershare Trust Company of Canada, and COMPUTERSHARE INVESTOR SERVICES INC.a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in the City city of Toronto, CanadaVancouver. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, the number of Common Shares which each Right entitles the registered holder thereof to purchase shall be adjusted as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 (Canadian) per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTESTUC RESOURCES LTD. By: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. TRUST COMPANY OF CANADA By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: UC RESOURCES LTD. AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: (Name) (Address) (City and Province or State) (Social Insurance Number or other taxpayer identification number) If such number of Rights are not all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitution. and delivered to: (Name) (Address) (City and Province or State) (Social Insurance Number or other taxpayer identification number) Dated: Signature: Signature Guaranteed Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Schedule 1 Canadian Schedule I chartered bank, bank or a financial an eligible guarantor institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Programwith membership in an approved signature guarantee medallion program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]·, 20172014, as such the same may be amended, restated or supplemented from time to time be amended, restated, varied or replaced (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.POET Technologies Inc., a corporation existing under the Business Corporations Act (Ontario) laws of Ontario (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Equity Financial Trust Company, a trust company governed by the laws of Canada, as rights agent (the “Rights Agent”, which term includes any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise and Declaration of Ownership duly executed, and payment of the Exercise Price payable by way of certified cheque, bank banker’s draft or money order made order, payable to the Corporation order of the Rights Agent and submitted to the Rights Agent at its principal office in the principal city of Toronto or any other office of the Rights Agent in designated for that purpose from time to time by the City of Toronto, CanadaRights Agent. The Exercise Price shall initially be $100.00 per Right is the Exercise Price as defined in the Rights Agreement and shall will be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or shares in the capital of the Corporation other than Common Shares, or more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement which terms, provisions terms and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be is exercised in part, the registered holder shall will be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 0.0001 per Right, subject to adjustment in certain events. No fractional Fractional Common Shares will not be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall will be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities shares of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall will have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES POET TECHNOLOGIES INC. ByBY: BY: Countersigned: COMPUTERSHARE INVESTOR SERVICES EQUITY FINANCIAL TRUST COMPANY BY: Authorized Signatory FORM OF ELECTION TO EXERCISE (to be attached to each Rights Certificate) TO: POET TECHNOLOGIES INC. ByThe undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued to: Authorized Signature Date: [Form of Reverse Side Name Address City and Province Social Insurance Number or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer are not all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitution. and delivered to: Name Address City and Province Social Insurance Number or other taxpayer identification number Dated: Signature Guaranteed Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is member firm of a recognized stock exchange in Canada, a member of the Investment Industry Regulatory Organization of Canada, a recognized member of the Securities Transfer Agents Medallion Program (STAMP, MSP or SEMP) Program.) ). (To be completed if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with any an Acquiring Person or with an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement). Signature FORM OF ASSIGNMENT FOR VALUE RECEIVED hereby sells, assigns and transfers unto (please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian Schedule I chartered bank, a member firm of a recognized stock exchange in Canada, a member of the Investment Industry Regulatory Organization of Canada, a member of the Securities Transfer Agents Medallion Program (STAMP). (To be completed if true) The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person, an Affiliate or Associate thereof of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with an Associate or Affiliate of an Acquiring Person (all as such terms are defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles entities the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated a Rights Agreement dated made as of June [21]March 23, 2017, as such may from time to time be amended, restated, varied or replaced 2012 (the “Rights Agreement”), ) between TOREX NEW GOLD RESOURCES INC., a corporation existing incorporated under the Business Corporations Act (Ontario) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in the City of TorontoVancouver, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX NEW GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: :________________________ [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorneyattorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) . (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, __________________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated made as of June [21]April 19, 2017, as such may from time to time be amended, restated, varied or replaced 2001 (the “"Rights Agreement”), ") between TOREX GOLD RESOURCES INC.Offshore Systems International Ltd., a corporation existing subsisting under the Business Corporations Act (Ontario) laws of the Province of British Columbia (the “"Corporation”)") and Computershare Trust Company of Canada, and COMPUTERSHARE INVESTOR SERVICES INC.a trust company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent"), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City each of Toronto(Vancouver, CanadaCalgary, Toronto and Montreal). The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $30 per Right (payable in cash, certified check or money order payable to the order of the Corporation). The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders holder of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein (Vancouver, Calgary, Toronto and Montreal), may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, Agreement the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST____________________ OFFSHORE SYSTEMS INTERNATIONAL LTD. Per: TOREX GOLD RESOURCES INC. By: _____________________________ Authorized Signatory Countersigned: COMPUTERSHARE INVESTOR SERVICES INCTRUST COMPANY OF CANADA Per: Authorised Signatory _________________________________________________________ FORM OF ELECTION TO EXERCISE OFFSHORE SYSTEMS INTERNATIONAL LTD. ByThe undersigned hereby irrevocably elects to exercise whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: Authorized Signature Date: [Form of Reverse Side Rights Certificate No. _______ ______________________________________________ Name __________________________________________________ Address __________________________________________________ City and Province __________________________________________________ Social Insurance No. or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitutionand delivered to: __________________________________________________ Name __________________________________________________ Address __________________________________________________ City and Province __________________________________________________ Social Insurance No. Datedor other taxpayer identification number Date: __________________________________________________________________________ Signature Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bankbank or trust company, a shareholders of a recognized stock exchange in Canada or a financial institution that is a member of a recognized the Securities Transfer Association Medallion Program (STAMP, MSP or SEMP) Program.) Stamp). (To be completed by the holder if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with any an Acquiring Person or with any Affiliate or Associate thereof of any such other Person (all as such terms are defined in the Rights Agreement). Signature.

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles entities the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated Shareholder Rights Plan Agreement dated made as of June [21]April 11, 2017, as such may from time to time be amended, restated, varied or replaced 2007 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.CENTURY MINING CORPORATION, a corporation existing continued under the Canada Business Corporations Act (Ontario) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Investor Services Inc., as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in Toronto, Ontario or with approval of the Rights Agent, at any other office of the Rights Agent in the City of Toronto, Canadacities designated from time to time by the Corporation. The Exercise Price shall initially be $100.00 10 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 per Right, subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature:

RIGHTS CERTIFICATE. This certifies that , or registered assigns, ______________ is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated made as of June [21]April ___, 2017, as such may from time to time be amended, restated, varied or replaced 2005 (the “"Rights Agreement”), ") between TOREX GOLD RESOURCES INC.GSI Lumonics Inc., a corporation existing under the Business Corporations Act (Ontario) laws of New Brunswick (the “"Corporation”)") and Computershare Trust Company of Canada, and COMPUTERSHARE INVESTOR SERVICES INC.a trust company incorporated under the laws of Canada, as Rights Agent (the "Rights Agent"), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $200.00 per Right (payable by certified cheque, bankers draft or money order payable to the order of the Corporation). The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders holder of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Toronto, Ontario may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, Agreement the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.000001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES ------------------- GSI LUMONICS INC. ByPer: ----------------------------------- Per: ----------------------------------- Countersigned: COMPUTERSHARE INVESTOR SERVICES TRUST COMPANY OF CANADA, in the City of Toronto Per: ----------------------------------- -42- FORM OF ELECTION TO EXERCISE TO: GSI LUMONICS INC. ByThe undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: Authorized Signature Date: [Form of Reverse Side -------------------------------------- Name -------------------------------------- Address -------------------------------------- City and Province -------------------------------------- Social Insurance No. or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitutionand delivered to: -------------------------------------- Name -------------------------------------- Address -------------------------------------- City and Province -------------------------------------- Social Insurance No. Datedor other taxpayer identification number Date: ------------------- ---------------------------------------- Signature Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bankbank or trust company, or a financial institution that is a member of a recognized stock exchange in Canada or a member of the Securities Transfer Association Medallion (STAMP, MSP or SEMPStamp) Program.) . (To be he completed by the holder if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with any an Acquiring Person or with any Affiliate or Associate thereof of any such other Person (all as such terms are defined in the Rights Agreement). Signature---------------------------------------- Signature NOTICE IN THE EVENT THAT THE CERTIFICATIONS SET FORTH ABOVE IN THE FORM OF ELECTION TO EXERCISE AND ASSIGNMENT ARE NOT COMPLETED, THE CORPORATION SHALL DEEM THE BENEFICIAL OWNER OF THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE TO BE AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND, ACCORDINGLY, SUCH RIGHTS SHALL BE NULL AND VOID. FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein. Date: ------------------- ---------------------------------------- Signature ------------------------------------- (Signature Guaranteed (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a Canadian chartered bank or trust company, a member of a recognized stock exchange in Canada or a member of the Securities Transfer Association Medallion (Stamp) Program. (To be completed by the assignor if true) The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned have never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of any such other Person (as such terms are deemed in the Rights Agreement). ---------------------------------------- Signature ---------------------------------------- (Please print name below signature) NOTICE IN THE EVENT THAT THE CERTIFICATIONS SET FORTH ABOVE IN THE FORM OF ELECTION TO EXERCISE AND ASSIGNMENT ARE NOT COMPLETED, THE CORPORATION SHALL DEEM THE BENEFICIAL OWNER OF THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE TO BE AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND, ACCORDINGLY, SUCH RIGHTS SHALL TO BE NULL AND VOID.

RIGHTS CERTIFICATE. This certifies that , ___________________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]March 7, 20172008, as such may amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.Great Panther Resources Limited, a corporation existing company continued under the Business Corporations Act (Ontario) laws of British Columbia, (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Investor Services Inc., a corporation incorporated under the laws of Canada, as rights agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at it principal offices in the City of Toronto, CanadaVancouver. The Exercise Price shall initially be $100.00 50 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered office principal executive offices of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting meetings thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually signed by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. DateDATED: ATTEST: TOREX GOLD GREAT PANTHER RESOURCES INC. LIMITED By: Countersigned___________________________________ Authorized Signing Officer By: ___________________________________ Authorized Signing Officer Countersigned By: COMPUTERSHARE INVESTOR SERVICES INC. By: ___________________________________ Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER Signing Officer 35 (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: GREAT PANTHER RESOURCES LIMITED The undersigned hereby irrevocably elects to exercise _____________ whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: ______________________________________________________ (Name) ______________________________________________________ (Address) ______________________________________________________ (City and Province) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: ______________________________________________________ (Name) ______________________________________________________ (Address) ______________________________________________________ (City and Province) ______________________________________________________ Social insurance, with full power of substitution. Dated: social security or other taxpayer number DATED _________________________ Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) (Signature must be guaranteed by a Canadian Schedule I chartered bank, a Canadian trust company or a financial institution that is a member of a recognized the Securities Transfer Association Medallion Program (STAMP, MSP or SEMP) Program.) (Stamp). To be completed if true) CERTIFICATION true The undersigned hereby represents and certifies, certifies for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). SignatureSignature 37

RIGHTS CERTIFICATE. This certifies that , ______________________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Protection Rights Plan Agreement dated as of June [21]14, 20172000, as such may amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”"RIGHTS AGREEMENT"), between TOREX GOLD RESOURCES INC.CAE Inc., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”"CORPORATION"), and COMPUTERSHARE INVESTOR SERVICES INC.Montreal Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the "RIGHTS AGENT", which term shall include any successor Rights Agent, Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement"COMMON SHARE") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in any of the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES CAE INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. :__________________________ Authorized Signing Officer By: :__________________________ Authorized Signature Date: [Signing Officer -3- MONTREAL TRUST COMPANY OF CANADA By:__________________________ Authorized Signing Officer By:__________________________ Authorized Signing Officer NOTICE In the event the certification set forth in the Form of Reverse Side Election to Exercise is not completed, the Corporation will deem the Beneficial Owner of the Rights Certificate] evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and accordingly such Rights shall be null and void. FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.Certificate) FOR VALUE RECEIVED ________________________________________ hereby sells, assigns and transfers unto ________________________________ ____________________________________________ (Please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein, therein and does hereby irrevocably constitute and appoint Attorney, ___________________________________________________________ as attorney to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Dated ___________________ Signature Guaranteed ________________________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated made as of June [21]April , 2017, as such may from time to time be amended, restated, varied or replaced 2005 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.GSI Group Inc., a corporation existing under the Business Corporations Act (Ontario) laws of New Brunswick (the “Corporation”)) and Computershare Investor Services, and COMPUTERSHARE INVESTOR SERVICES INC.a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are arc defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be $200.00 per Right (payable by certified cheque, bankers draft or money order payable to the order of the Corporation). The number of Common Shares which maybe purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are arc hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders holder of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Toronto, Ontario may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, Agreement the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.000001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the The exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES GSI GROUP INC. ByPer: Per: Countersigned: COMPUTERSHARE INVESTOR SERVICES SERVICES, in the City of Toronto Per: FORM OF ELECTION TO EXERCISE TO: GSI GROUP INC. ByThe undersigned hereby irrevocably elects to exercise whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: Authorized Signature Date: [Form of Reverse Side Name Address City and Province Social Insurance No. or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitutionand delivered to: Name Address City and Province Social Insurance No. Datedor other taxpayer identification number Date: Signature Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bankbank or trust company, or a financial institution that is a member of a recognized stock exchange in Canada or a member of the Securities Transfer Association Medallion (STAMP, MSP or SEMPStamp) Program.) . (To be he completed by the holder if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with any an Acquiring Person or with any Affiliate or Associate thereof of any such other Person (all as such terms arc defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]April 8, 20172013, as such may amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between TOREX GOLD RESOURCES YANGAROO INC., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Equity Financial Trust Company, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 10.00 (Canadian) per Right payable by certified cheque, bankers’ draft or money order payable to the order of the Corporation, and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered office principal executive offices of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES Dated XXXXX YANGAROO INC. ByPer: CountersignedPer: COMPUTERSHARE INVESTOR SERVICES Xxxxx Xxxx, Authorized Signing Officer Xxxx Xxxx, Authorized Signing Officer COUNTERSIGNED AND REGISTERED BY: EQUITY FINANCIAL TRUST COMPANY Per: Per: Authorized Signing Officer Authorized Signing Officer TO: YANGAROO INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) (SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER) Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I 1 chartered bank, bank or a financial an eligible guarantor institution that is a member of a recognized with membership in an approved Signature Guarantee Medallion (STAMP, MSP or SEMP) Program.) (. To be completed if true) CERTIFICATION true The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert consent with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]•, 20172014, as such the same may be amended, restated or supplemented from time to time be amended, restated, varied or replaced (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.POET Technologies Inc., a corporation existing under the Business Corporations Act (Ontario) laws of Ontario (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Equity Financial Trust Company, a trust company governed by the laws of Canada, as rights agent (the “Rights Agent”, which term includes any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise and Declaration of Ownership duly executed, and payment of the Exercise Price payable by way of certified cheque, bank banker’s draft or money order made order, payable to the Corporation order of the Rights Agent and submitted to the Rights Agent at its principal office in the principal city of Toronto or any other office of the Rights Agent in designated for that purpose from time to time by the City of Toronto, CanadaRights Agent. The Exercise Price shall initially be $100.00 per Right is the Exercise Price as defined in the Rights Agreement and shall will be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or shares in the capital of the Corporation other than Common Shares, or more or less than one Common Share, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement which terms, provisions terms and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be is exercised in part, the registered holder shall will be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 0.0001 per Right, subject to adjustment in certain events. No fractional Fractional Common Shares will not be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereof, thereof a cash payment will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall will be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities shares of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall will have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES POET TECHNOLOGIES INC. ByBY: BY: Countersigned: COMPUTERSHARE INVESTOR SERVICES EQUITY FINANCIAL TRUST COMPANY BY: Authorized Signatory FORM OF ELECTION TO EXERCISE (to be attached to each Rights Certificate) TO: POET TECHNOLOGIES INC. ByThe undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued to: Authorized Signature Date: [Form of Reverse Side Name Address City and Province Social Insurance Number or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer are not all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitution. and delivered to: Name Address City and Province Social Insurance Number or other taxpayer identification number Dated: Signature Guaranteed Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is member firm of a recognized stock exchange in Canada, a member of the Investment Industry Regulatory Organization of Canada, a recognized member of the Securities Transfer Agents Medallion Program (STAMP, MSP or SEMP) Program.) ). (To be completed if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with any an Acquiring Person or with any an Associate or Affiliate or Associate thereof of an Acquiring Person (all as such terms are defined in the Rights Agreement). SignatureSignature FORM OF ASSIGNMENT FOR VALUE RECEIVED hereby sells, assigns and transfers unto (please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian Schedule I chartered bank, a member firm of a recognized stock exchange in Canada, a member of the Investment Industry Regulatory Organization of Canada, a member of the Securities Transfer Agents Medallion Program (STAMP). (To be completed if true) The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement).

RIGHTS CERTIFICATE. This certifies that , _______________ or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Protection Rights Plan Agreement dated as of June [21]August 24, 20171993, as such may amended and restated from time to time be amended, restated, varied or replaced (the “"Rights Agreement”"), between TOREX GOLD RESOURCES INC.Intertape Polymer Group Inc., a corporation existing Corporation amalgamated under the Canada Business Corporations Act (Ontario) (the “"Corporation”"), and COMPUTERSHARE INVESTOR SERVICES INC.CIBC Mellon Trust Company (formerly known as The R-M Trust Company), a trust company incorporated under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, CanadaMontreal. The Exercise Price shall initially be $100.00 100 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. INTERTAPE POLYMER GROUP INC. Date: ATTEST: TOREX GOLD RESOURCES INC. __________________________ By: :__________________________ By:_________________________ Title:_______________________ Title:______________________ Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER CIBC MELLON TRUST COMPANY By __________________________ (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: INTERTAPE POLYMER GROUP INC. The undersigned hereby irrevocably elects to exercise __________ whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: _______________________________ (NAME) _______________________________ (ADDRESS) _______________________________ (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: _______________________________ (NAME) _______________________________ (ADDRESS) _______________________________ (CITY AND STATE OR PROVINCE) __________________________________________________________________ SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER Dated ___________________________ Signature Guaranteed ____________________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, a Canadian trust company or a financial institution that is a member of a recognized stock exchange or a member of the Securities Transfer Association Medallion Program (STAMP, MSP or SEMP) Program.) (Stamp). To be completed if true) CERTIFICATION true The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert consent with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). _____________________________________________ Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]January 24, 20172012, as such may amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between TOREX GOLD RESOURCES INC.Moneta Porcupine Mines Inc., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of the Province of Ontario (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Investor Services Inc., a company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement) (or such earlier expiration time as is provided in the Rights Agreement), one fully paid common share in the capital and non- assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 • (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. [Signature page follows] WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES Dated January 24, 2012. MONETA PORCUPINE MINES INC. By: Countersigned[Signed] Xxxx Xxxxx Authorized Signing Officer By: [Signed] Xxx Xxxxx Authorized Signing Officer COMPUTERSHARE INVESTOR SERVICES INC. By: [Signed] Xxxxx Xxxxxxxxx Authorized Signature DateSigning Officer By: [Form of Reverse Side of Rights CertificateSigned] FORM OF TRANSFER Xxxxx Xxxxxxxx Authorized Signing Officer (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: MONETA PORCUPINE MINES INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Common Shares be issued to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by an - “Eligible Institution” i.e. a Canadian Schedule I 1 chartered bank, or a financial institution that is major trust company in Canada, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized Medallion stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada (STAMPIIROC), MSP members of the National Association of Securities Dealers, or SEMP) Program.) (of banks and trust companies in the United States. To be completed if true) CERTIFICATION true The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person, any Affiliate or Associate of such Acquiring Person or any Person acting jointly or in concert with any the Acquiring Person Person, or with any Affiliate or Associate thereof of the Acquiring Person, or any Affiliate or Associate of such Persons so acting jointly or in concert (all each as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated a Shareholder Rights Plan Agreement dated made as of June [21]April 22, 2017, as such may from time to time be amendedamended and restated on April 22, restated, varied or replaced 2020 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INCNEXGEN ENERGY LTD., a corporation existing under the Business Corporations Act (Ontario) laws of the Province of British Columbia (the “CorporationCompany”), and COMPUTERSHARE INVESTOR SERVICES INC., as Rights Agent, to purchase from the Corporation Company at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation Company (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation Company at the principal office of the Rights Agent in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 an amount equal to three time the Market Price per Common Share as at the Separation Time per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation Company and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Rights. Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation Company at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby hereby, nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation Company and its corporate seal. Date: ATTEST: TOREX GOLD RESOURCES INCNEXGEN ENERGY LTD. By: CountersignedName: Time: By: Name: Time: COMPUTERSHARE INVESTOR SERVICES INC. Countersigned: By: Authorized Signature Signatory Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Rights Plan Agreement dated made as of June [21]October ____, 2017, as such may from time to time be amended, restated, varied or replaced 1999 (the “"Rights Agreement”), ") between TOREX GOLD RESOURCES INC.Altair International Inc., a corporation existing subsisting under the Business Corporations Act (Ontario) laws of the Province of Ontario (the “"Corporation”)") and Equity Transfer Services Inc., and COMPUTERSHARE INVESTOR SERVICES INC.a company incorporated under the laws of Ontario, as Rights Agent (the "Rights Agent"), which term shall include any successor Rights Agent under the Rights Agreement, to purchase from the Corporation Corporation, at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one-half of one fully paid common share in the capital of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate Certificate, together with a duly completed and executed the Form of Election to Exercise appropriately completed and payment of the Exercise Price by way of certified chequeduly executed, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 per Right and shall be subject to Until adjustment thereof in certain events as provided in the Rights Agreement, the Exercise Price shall be US$20 per Right (payable by certified cheque or money order payable to the order of the Corporation). The number of Common Shares which may be purchased for the Exercise Price is subject to adjustment as set forth in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders holder of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any the principal office of the Rights Agent designated for such purposein Toronto, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, Agreement the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.0000001 per RightRight subject to adjustment in certain events. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In hereby, but in lieu thereofthereof a payment by certified cheque, a cash payment banker's draft or money order will be made made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings any meeting or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES ALTAIR INTERNATIONAL INC. By: Countersigned: COMPUTERSHARE INVESTOR EQUITY TRANSFER SERVICES INC. ByPer: Authorized Signature DateFORM OF ELECTION TO EXERCISE ALTAIR INTERNATIONAL INC. The undersigned hereby irrevocably elects to exercise______________ whole Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of and delivered to: [Form of Reverse Side Rights Certificate No. ------------------ Name Address City and Province Social Insurance No. or other taxpayer identification number If such number of Rights Certificate] FORM OF TRANSFER (To shall not be executed by the registered holder if such holder desires to transfer all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporation, with full power name of substitutionand delivered to: Name Address City and Province Social Insurance No. Datedor other taxpayer identification number Date: -------------------------- Signature Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bankbank or major Canadian trust company, or a financial institution that is a member of a recognized the Securities Transfer Association Medallion Program (STAMP, MSP or SEMP) Program.) ). (To be completed by the holder if true) CERTIFICATION The undersigned hereby represents and certifiesrepresents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, not and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with any an Acquiring Person or with any Affiliate or Associate thereof of any such other Person (all as such terms are defined in the Rights Agreement). SignatureSignature NOTICE In the event that the certifications set forth above in the Form of Election to Exercise and Assignment are not completed, the Corporation shall deem the Beneficial Owner of the Rights represented by this Rights Certificate to be an Acquiring Person (as defined in the Rights Agreement) and, accordingly, such Rights shall be null and void. FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein. Date: ---------------------- Signature (Signature Guaranteed (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature must be guaranteed by a Canadian chartered bank or major Canadian trust company, or a member of the Securities Transfer Association Medallion Program (STAMP). (To be completed by the assignor if true) The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned have never been, Beneficially Owned by an Acquiring Person or by an Affiliate or Associate of an Acquiring Person, any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of any such other Person (as such terms are deemed in the Rights Agreement).

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]the 25th day of February, 2017, as such may from time to time be amended, restated, varied or replaced 2000 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.Glamis Gold Ltd., a corporation existing formed under the Business Corporations Company Act (OntarioBritish Columbia) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.The Computershare Investor Services Inc., a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term will include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) and prior to the close of business on the date of the Corporation’s Annual Meeting of Shareholders to be held in the year 2006 (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to belowPrice, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, CanadaVancouver. The Exercise Price shall will initially be $100.00 (Canadian) per Right and shall will be subject to adjustment or revision in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall will be exercised in part, the registered holder shall will be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall will be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall will have been exercised as provided in the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall will have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX Date GLAMIS GOLD RESOURCES INCLTD. By: Countersigned: By By Countersigned THE COMPUTERSHARE INVESTOR SERVICES INC. By: Transfer Agent and Registrar By Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER By Authorized Signature (To be executed by the registered holder if such holder desires attached to transfer the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this each Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, above each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]October 26, 20172007, as such may amended and restated from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between TOREX GOLD RESOURCES INTER-CITIC MINERALS INC., a corporation existing incorporated under the Business Corporations Act (Ontario) laws of Canada (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Investor Services Inc., a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such terms are term is defined in the Rights Agreement), ) (or such earlier expiration time as is provided in the Rights Agreement) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal offices in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 50 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered office principal executive offices of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right. INTER-CITIC MINERALS INC. PAGE 34 SHAREHOLDER RIGHTS PLAN No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, hereof any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES Dated XXXXX INTER-CITIC MINERALS INC. By: CountersignedAuthorized Signing Officer By: Authorized Signing Officer COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature DateSigning Officer By: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER Authorized Signing Officer INTER-CITIC MINERALS INC. PAGE 35 SHAREHOLDER RIGHTS PLAN (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: INTER-CITIC MINERALS INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: (NAME) (ADDRESS) (CITY AND STATE OR PROVINCE) SOCIAL INSURANCE, with full power of substitution. Dated: SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, a major Canadian trust company or a financial institution that is member of a recognized stock exchange or a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (. INTER-CITIC MINERALS INC. PAGE 36 SHAREHOLDER RIGHTS PLAN To be completed if true) CERTIFICATION true The undersigned hereby represents and certifiesrepresents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in concert consent with any Acquiring Person of the foregoing or with any Affiliate or Associate thereof of such Person (all as defined in the Rights Agreement). SignatureSignature INTER-CITIC MINERALS INC. PAGE 37 SHAREHOLDER RIGHTS PLAN

RIGHTS CERTIFICATE. This certifies that , _______________________________ or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated the Shareholder Rights Plan Agreement dated as of June [21]the 22nd day of November, 2017, as such may from time to time be amended, restated, varied or replaced 2000 (the “"Rights Agreement”), ") between TOREX GOLD RESOURCES INC.Vasogen Inc., a corporation existing incorporated under the Canada Business Corporations Act (Ontario) (the “"Corporation”"), and COMPUTERSHARE INVESTOR SERVICES INC.CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent under the Rights Agreement) to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), ) one fully paid common share in the capital and non-assessable Common Share of the Corporation (a “"Common Share”) (subject to adjustment as provided in the Rights Agreement") at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with a duly completed and executed the Form of Election to Exercise duly executed and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable submitted to the Corporation at the principal office of the Rights Agent at its principal office in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 200.00 (Canadian) per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, each Right evidenced hereby may entitle the registered holder thereof to purchase or receive assets, debt securities or other equity securities of the Corporation (or a combination thereof) all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights CertificatesRights. Copies of the Rights Agreement are on file at the registered head office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal entitling the holder to the purchase a like aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 0.0001 per Right; and (ii) may be exchanged at the option of the Corporation for cash, debt or equity securities or other assets of the Corporation. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreementhereby. No holder of this Rights Certificate, as such, shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Corporation which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as expressly provided in the Rights Agreement), or to receive dividends dividends, distributions or subscription rights, or otherwise, otherwise until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been manually countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate sealCorporation. Date: ATTEST: TOREX GOLD RESOURCES ---------------------------------- VASOGEN INC. By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: ------------------------------------- --------------------------------- President and Chief Executive Officer Vice President, Finance and Chief Financial Officer Countersigned CIBC MELLON TRUST COMPANY Transfer Agent and Registrar By: ------------------------------------------- Authorized Signature Date: [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER (To be executed attached to each Rights Certificate) FORM OF ELECTION TO EXERCISE TO: VASOGEN INC. The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the registered holder if attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such holder desires to transfer Rights and requests that certificates for such Shares be issued to: ------------------------------------------- (Name) ------------------------------------------- (Address) ------------------------------------------- (City and State or Province) ------------------------------------------- Social Insurance, Social Security or Other Taxpayer Number If such number of Rights shall not be all the Rights Certificates.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within-named Corporationname of and delivered to: ------------------------------------------- (Name) ------------------------------------------- (Address) ------------------------------------------- (City and State or Province) ------------------------------------------- Social Insurance, with full power of substitution. DatedSocial Security or Other Taxpayer Number Date --------------------------- Guaranteed by an -------------------------------------- Eligible Institution: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature must be guaranteed by a Canadian Schedule I chartered bank, or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) Program.) (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that ______________________ , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an Amended and Restated a Rights Agreement Agreement, dated as of June [21]September 16, 20172013, as such may from time to time be amendedamended on June 3, restated, varied or replaced 2014 (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC., a corporation existing under the Business Corporations Act (Ontario) Trillium Therapeutics Inc. (the “Corporation”), ) and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Investor Services Inc., as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and payment of the Exercise Price by way of certified cheque, bank draft or money order made payable to the Corporation at the principal office of the Rights Agent in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.000001 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder Holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: :_________________________________________ ATTEST: TOREX GOLD RESOURCES TRILLIUM THERAPEUTICS INC. By: By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: Signatory [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED ____________________________________________________________________________________ hereby sells, assigns and transfers unto ___________________________________________________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated:_________________________________________ Signature Guaranteed: Signature Guaranteed Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature Signatures must be guaranteed by a Schedule 1 Canadian Schedule I chartered bank, Chartered Bank or a financial institution that is a member of a recognized Medallion (STAMP, MSP or SEMP) SEMP Program.) . (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature

RIGHTS CERTIFICATE. This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of an the Amended and Restated Shareholder Rights Agreement Agreement, dated effective as of June [21]19, 20172019, as such may be amended or supplemented from time to time be amended, restated, varied or replaced (the “Rights Agreement”), ) between TOREX GOLD RESOURCES INC.Atlantic Power Corporation, a corporation existing continued under the Business Corporations Act (OntarioBritish Columbia) (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC.Computershare Investor Services Inc., as Rights Agent, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share in the capital of the Corporation (a “Common Voting Share”) (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a duly completed and executed Form of Election to Exercise and (in the form provided hereinafter) together with payment of the Exercise Price by way of certified cheque, bank banker’s draft or money order made payable to the Corporation to Exercise at the principal office of the Rights Agent in the City of Toronto, Canada. The Exercise Price shall initially be $100.00 100 per Right right and shall be subject to adjustment in certain events as provided in the Rights Agreement. This Rights Certificate is subject to all the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Corporation and are available upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at any office of the Rights Agent or any Co-Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions provision of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.00001 0.0001 per Right. No fractional Common Voting Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. In lieu thereof, a cash payment will be made as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Voting Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Date: , 2019 ATTEST: TOREX GOLD RESOURCES INC. ATLANTIC POWER CORPORATION By: Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature Date: Signatory 2 [Form of Reverse Side of Rights Certificate] FORM OF TRANSFER ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificates.) FOR VALUE RECEIVED the undersigned by this Agreement hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution. Dated: Signature Guaranteed Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) (Signature Signatures must be medallion guaranteed by a Canadian Schedule I chartered bankmember firm of a recognized stock exchange in Canada or a registered national securities exchange in the United States, a member of the National Association of Securities Dealers, Inc., or a financial institution that is a member of a recognized Medallion (STAMP, MSP commercial bank or SEMP) Program.) trust company having an office or correspondent in Canada or the United States. (To be completed if true) CERTIFICATION The undersigned hereby represents and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have not been, Beneficially Owned by an Acquiring Person or any Person acting jointly or in concert with any Acquiring Person or with any Affiliate or Associate thereof (all as defined in the Rights Agreement). Signature