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Actionable news in STN: STANTEC Inc,

Stantec: Cibc World Markets Inc

The following excerpt is from the company's SEC filing.

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RBC DOMINION SECURITIES INC.

COMPUTERSHARE TRUST COMPANY OF CANADA

Providing for the Issue of Subscription Receipts

Dated: April 14, 2016

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

Definitions

Headings

References

Certain Rules of Interpretation

Day Not a Business Day

Applicable Law

Conflict

Currency

Severability

ARTICLE 2 ISSUE OF SUBSCRIPTION RECEIPTS

Payment Acknowledgement

Terms of Subscription Receipts

Fractional Subscription Receipts

Register for Subscriptio n Receipts

Registers Open for Inspection

Receiptholder not a Shareholder

Subscription Receipts to Rank Pari Passu

Signing of Subscription Receipt Certificates

Authentication by the Subscription Receipt Agent

Issue in Substitution for Subscription Receipt Certificates Lost, etc.

Exchange of Subscription Receipt Certificates

Charges for Exchange

Transfer and Ownership of Subscription Receipts

Uncertificated Subscription Receipts and Global Subscription Receipts

Liquidation or Bankruptcy of the Company

Right of Rescission

Listing of Subscription Receipts

ARTICLE 3 ISSUANCE OF COMMON SHARES OR REFUND OF SUBSCRIPTION PRICE

Notice of Release of Escrow Release Conditions

Release of Funds on Release Date

Issue of Common Shares and Payment

Payment on Termination

Cancellation of Surrendered Subscription Receipt Certificates

ARTICLE 4 INVESTMENT OF OFFERING PROCEEDS AND PAYMENT OF INTEREST

Investment of Offering Proceeds

Segregation of Offering Proceeds

ARTICLE 5 ADJUSTMENT OF SETTLEMENT NUMBER

Definitions and Interpretation

Adjustment of Settlement Number

Postponement of Subscription

Notice of Certain Events

Protection of Subscription Receipt Agent

ARTICLE 6 RIGHTS OF THE COMPANY AND COVENANTS

Optional Purchases by the Company

General Covenants of the Company

Subscription Receipt Agents Remuneration, Expenses and Indemnification

Performance of Covenants by Subscription Receipt Agent

Accounting

Payments by Subscription Receipt Agent

Regulatory Matters

ARTICLE 7 ENFORCEMENT

Suits by Receiptholders

Immunity of Shareholders, etc.

Limitation of Liability

ARTICLE 8 MEETINGS OF RECEIPTHOLDERS

Right to Convene Meetings

Chairperson

Quorum

Power to Adjourn

Show of Hands

Poll and Voting

Regulations

Company and Subscription Receipt Agent may be Represented

Powers Exercisable by Extraordinary Resolution

Meaning of Extraordinary Resolution

Powers Cumulative

Minutes

Instruments in Writing

Binding Effect of Resolutions

Holdings by Company Disregarded

ARTICLE 9 SUPPLEMENTAL AGREEMENTS

Provision for Supplemental Agreements for Certain Purposes

ARTICLE 10 CONCERNING THE SUBSCRIPTION RECEIPT AGENT

Rights and Duties of Subscription Receipt Agent

Evidence, Experts and Advisers

Documents, Monies, etc. Held by Subscription Receipt Agent

Actions by Subscription Receipt Agent to Protect Interest

Subscription Receipt Agent not Required to Give Security

Replacement of Subscription Receipt Agent; Successor by Merger

Conflict of Interest

Acceptance of Appointment

Subscription Receipt Agent Not to be Appointed Receiver

Third Party Interests

Privacy

Anti-Money Laundering

ARTICLE 11 GENERAL

Notice to the Company, Subscription Receipt Agent and the Lead Underwriters

Notice to Receiptholders

Ownership and Transfer of Subscription Receipts

Evidence of Ownership

Release and Discharge of Agreement

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

Subscription Receipts Owned by the Company or its Affiliates Certificate to be Provided

SEC Reporting Issuer Status

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Force Majeure

Tax Reporting

Effect of Execution

Time of Essence

Governing Law

Counterparts

English Language

SCHEDULE A Form of Subscription Receipt Certificate

SCHEDULE B Form of Irrevocable Direction

SCHEDULE C Form of Closing Notice

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THIS SUBSCRIPTION RECEIPT AGREEMENT

made as of the 14

day of April, 2016

AMONG:

STANTEC INC

., a corporation existing under the laws of Canada (the

CIBC WORLD MARKETS INC. AND RBC DOMINION SECURITIES INC.

) on their own behalf and on behalf of the underwriters who are party to the Underwriting Agreement providing for the purchase and sale of Subscription Receipts

COMPUTERSHARE TRUST COMPANY OF CANADA

, a trust company existing under the laws of Canada having offices in, among other cities, Calgary, Alberta (the

WHEREAS

the Company is proposing to issue and sell Subscription Receipts, each Subscription Receipt representing the right to receive one Common Share;

AND WHEREAS

the Company is duly authorized to create and issue the Subscription Receipts;

the Company and the Lead Underwriters have agreed that:

the Offering Proceeds, less 50% of the Underwriters Fee, are to be delivered to and held by the Subscription Receipt Agent and invested in the manner set forth herein;

if the Release Time occurs on or before the Escrow Release Deadline each Receiptholder shall receive, without the payment of any additional consideration or further action by the Receiptholder, one Common Share for each Subscription Receipt held by the Receiptholder, plus an amount equal to the Subscription Receipt Adjustment Payment, if any, all in the manner set forth in Section 2.3; and

if there is a Termination Event, all of the issued and outstanding Subscription Receipts shall be automatically cancelled and each Receiptholder shall be entitled to receive an amount equal to the full Subscription Price in respect of each Subscription Receipt held, together with such Receiptholders

pro rata

share of the aggregate of the Earned Interest and Additional Interest;

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

the foregoing recitals are statements of fact made by the Company and not by the Subscription Receipt Agent;

NOW THEREFORE THIS AGREEMENT WITNESSES

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

ARTICLE 1

INTERPRETATION

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

Acquisition

means the direct or indirect acquisition by the Company of MWH Global, Inc. as contemplated by the Acquisition Agreement;

means the merger agreement dated March 29, 2016 among the Company, Mustang Acquisition, Inc. and MWH Global, Inc. providing for the direct or indirect acquisition by the Company of MWH Global, Inc.;

Acquisition Closing Date

means the date of the closing of the Acquisition in accordance with the terms of the Acquisition Agreement;

means an amount equal to the interest or other income that would have been otherwise earned on 50% of the Underwriters Fee, as if such amount had been held in escrow as part of the Escrowed Funds and not paid to the Underwriters;

has the meaning ascribed thereto in Section 4.1;

Aggregate Subscription Receipt Adjustment Payment

means the aggregate of the Subscription Receipt Adjustment Payments for the Subscription Receipts;

means this agreement, as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof;

Authenticated

means: (a) with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the Company and authenticated by manual signature of an authorized officer of the Subscription Receipt Agent; and (b) with respect to the issuance of an Uncertificated Subscription Receipt, one in respect of which the Subscription Receipt Agent has completed all Internal Procedures such that the particulars of such Uncertificated Subscription Receipts as required by Section 2.5 are entered in the register of holders of Subscription Receipts; and

Authenticating

and

have the appropriate correlative meanings;

Authorized Investments

Beneficial Owner

has the meaning ascribed thereto in Subsection 2.15(b);

Book-Entry Only System

means the book-entry only system administered by CDS in accordance with its operating rules and procedures in force from time to time;

means a day which is not Saturday or Sunday or a statutory holiday on which major Canadian chartered banks are open for business in Toronto, Ontario and Calgary, Alberta;

Capital Reorganization

has the meaning ascribed thereto in Subsection 5.2(b);

means CDS Clearing and Depository Services Inc. and its successors in interest;

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Certificated Subscription Receipt

means a Subscription Receipt evidenced in writing substantially in the form of the certificate attached as

Schedule A

hereto;

means the common shares in the capital of the Company;

means the date of closing of the sale and issuance of the Subscription Receipts;

means the notice pursuant to Subsection 3.1(a) hereof, substantially in the form set forth in

Schedule C

hereto executed by the Company certifying that the Escrow Release Condition has been satisfied;

has the meaning ascribed thereto on page 1 of this Agreement;

Companys Auditors

means the chartered accountant or firm of chartered accountants duly appointed as auditor or auditors of the Company from time to time;

Counsel

means a barrister or solicitor or a firm of barristers or solicitors, who may be counsel for the Company, acceptable to the Subscription Receipt Agent, acting reasonably;

Convertible Security

means a security of the Company (other than the Subscription Receipts) convertible into or exchangeable for or otherwise carrying the right to acquire Common Shares;

Current Market Price

at any date, means the volume weighted average price per share at which the Common Shares have traded:

on the TSX;

if the Common Shares are not listed on the TSX, on any stock exchange upon which the Common Shares are listed as may be selected for this purpose by the directors, acting reasonably; or

if the Common Shares are not listed on any stock exchange, on any over-the-counter market;

during the 20 consecutive trading days ending the 5th trading day before such date and the weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold on the exchange or market, as the case may be, during the 20 consecutive trading days by the number of such Common Shares sold, or if the Common Shares are not traded on any recognized market or exchange, as determined by the directors of the Company acting reasonably;

Designated Office

means the principal stock transfer office of the Subscription Receipt Agent from time to time in the City of Calgary;

means the interest or other income actually earned on the investment of the Escrowed Funds between the date hereof to, but not including, the date of the earlier to occur of the satisfaction of the Escrow Release Condition and a Termination Event;

means, collectively, that (i) all conditions precedent to the completion of the Acquisition pursuant to the Acquisition Agreement (other than payment of the purchase price for the Acquisition) shall have been satisfied or waived; and (ii) the

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Company has delivered to the Lead Underwriters, on behalf of the Underwriters, and to the Subscription Receipt Agent, a certificate confirming such satisfaction or waiver;

means 5:00 p.m. (Edmonton time) on August 30, 2016;

means an amount equal to the Offering Proceeds less an amount equal to 50% of the Underwriters Fee plus the Earned Interest thereon at any given time;

extraordinary resolution

has the meaning ascribed thereto in Section 8.11;

means a Subscription Receipt Certificate that is issued to and registered in the name of CDS or its nominee pursuant to Section 2.15 hereof;

means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership), the minimum number of the Subscription Receipt Agents internal procedures customary at such time for the entry, change or deletion made, to be completed under the operating procedures followed at the time by the Subscription Receipt Agent;

means the written irrevocable direction executed by the Company, to be delivered to the Subscription Receipt Agent, with a copy to the Lead Underwriters, pursuant to Section 3.1(a) hereof, substantially in the applicable form set forth in

Schedule B

hereto;

means the large value transfer system;

means the New York Stock Exchange or any successor thereto;

means the sale of Subscription Receipts pursuant to the Underwriting Agreement in Canada and the United States as permitted by such agreement;

means the aggregate gross proceeds of the Offering on the date hereof plus the gross proceeds from the issuance of any Over-Allotment Subscription Receipts, if applicable;

Original Purchaser

has the meaning ascribed thereto in Section 2.17;

Over-Allotment Option

means the over-allotment option granted to the Underwriters to purchase up to an additional 2,604,000 Subscription Receipts pursuant to the Underwriting Agreement;

means Subscription Receipts purchased by the Underwriters pursuant to the Over-Allotment Option;

Person

includes an individual, corporation, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof;

Presidents List Purchasers

means those purchasers of the Subscription Receipts who are current executives, directors and employees of the Company and their families;

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Prospectus

means the (final) short form prospectus of the Company dated April 7, 2016 qualifying the distribution of Subscription Receipts in all of the Provinces of Canada;

or

means the registered holders from time to time of Subscription Receipts;

Receiptholders Request

means an instrument signed in one or more counterparts by Receiptholders holding in the aggregate not less than 25% of the then outstanding Subscription Receipts, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;

means the date upon which the Escrow Release Condition is satisfied;

means the time on the Release Date at which the Escrow Release Condition is satisfied;

Released Amount

has the meaning ascribed thereto in Section 3.2;

Securities Act

Settlement Number of Common Shares

at any time means that number of Common Shares that Receiptholders are entitled to receive for each Subscription Receipt held upon satisfaction of the Escrow Release Condition in accordance with the terms and conditions of this Agreement, as such number may be adjusted pursuant to Article 4 hereof; such number, as at the date hereof, being equal to one Common Share per Subscription Receipt;

means the registered holders from time to time of Common Shares;

Share Reorganization

has the meaning ascribed thereto in Subsection 5.2(a);

Subscription Price

means $30.25 per Subscription Receipt;

means an amount per Subscription Receipt (appropriately adjusted if the Settlement Number is not equal to one Common Share per Subscription Receipt) equal to the aggregate amount per Common Share of cash dividends declared by the Company, if any, for which record dates have occurred during the period from and including the date hereof to and including the date immediately preceding the Release Date;

means Computershare Trust Company of Canada or its successors from time to time under this Agreement;

means a certificate evidencing Subscription Receipts substantially in the form attached as

hereto with such modifications, as applicable, as may be necessary to include any required legends;

means the subscription receipts issued and certified hereunder and from time to time outstanding, each Subscription Receipt evidencing the rights set out in Section 2.3;

Termination Date

means the date on which a Termination Event occurs;

means (i) the Release Time having not occurred on or before the Escrow Release Deadline, (ii) the Acquisition Agreement having been terminated prior to

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the Escrow Release Deadline, or (iii) the Company advising the Subscription Receipt Agent or the Lead Underwriters, or announcing to the public, that it does not intend to proceed with the Acquisition prior to the Escrow Release Deadline;

Termination Payment Time

means 4:30 p.m. (Edmonton time) on the third Business Day after the Termination Date;

Transfer Agent

means the transfer agent or agents of the Common Shares from time to time;

means the Toronto Stock Exchange or any successor thereto;

means any Subscription Receipt which is not a Certificated Subscription Receipt;

means, collectively, the Lead Underwriters, together with BMO Nesbitt Burns Inc., National Bank Financial, Inc., TD Securities Inc., Raymond James Ltd., HSBC Securities (Canada) Inc., AltaCorp Capital Inc., Desjardins Securities Inc., Scotia Capital Inc., Wells Fargo Securities Canada, Ltd., Canaccord Genuity Corp., D.A. Davidson & Co., Dundee Securities Ltd., Keybanc Capital Markets Inc. and Laurentian Bank Securities Inc.;

means the Underwriters fee in the amount of: (i) $1.21 per Subscription Receipt payable to the Underwriters with respect to 17,226,200 Subscription Receipts purchased by the Underwriters on the date hereof; (ii) $1.21 per Over-Allotment Subscription Receipt payable to the Underwriters with respect to 2,604,000 Over-Allotment Receipts purchased by the Underwriters on the date hereof; and (iii) $0.605 per Subscription Receipt payable to the Underwriters with respect to the 133,800 Subscription Receipts sold to Presidents List Purchasers;

means the Underwriting Agreement dated March 30, 2016 among the Company and the Underwriters in respect of the Offering; and

means the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia.

Headings

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

References

Unless otherwise specified in this Agreement, references to Articles, Sections, and Schedules are to Articles, Sections, and Schedules in this Agreement and hereto, herein, hereby, hereunder, hereof and similar expressions, without reference to a particular provision, refer to this Agreement.

Certain Rules of Interpretation

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

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Day Not a Business Day

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

Applicable Law

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

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

Currency

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

Severability

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

ARTICLE 2

ISSUE OF SUBSCRIPTION RECEIPTS

An aggregate of up to 19,964,000 Subscription Receipts providing for the settlement of such Subscription Receipts in certain circumstances, as provided herein, to acquire an aggregate of up to 19,964,000 Common Shares, without the payment of any additional consideration or further action by the holder, subject to adjustment as provided herein, are hereby created and authorized to be issued by the Company for a price per Subscription Receipt equal to the Subscription Price and issued in certificated or uncertificated form in accordance with this Agreement. The Subscription Receipts consist of:

17,360,000 Subscription Receipts sold pursuant to the Offering (excluding Over-Allotment Subscription Receipts); and

up to 2,604,000 Over-Allotment Subscription Receipts in respect of the Offering.

Payment Acknowledgement

The Subscription Receipt Agent will, by way of separate written receipt, acknowledge receipt of funds from the Lead Underwriters in the aggregate amount of $591,873,254.50, from the sale of 17,360,000 Subscription Receipts and 2,604,000 Over-Allotment Subscription Receipts and will confirm that such funds have been deposited in a segregated account designated as the Stantec Inc. Subscription Receipts account, or as otherwise jointly directed by the Company and the Lead Underwriters in writing, and

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the Subscription Receipt Agent will retain such funds in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement.

The Company hereby:

acknowledges that the amount received by the Subscription Receipt Agent pursuant to Subsection 2.2(a) represents payment in full pursuant to the Underwriting Agreement of the Subscription Price for 19,964,000 Subscription Receipts less 50% of the Underwriters Fee;

irrevocably directs the Subscription Receipt Agent to retain the amounts received or to be received by the Subscription Receipt Agent pursuant to Subsection 2.2(a) in accordance with the terms of this Agreement pending payment of such amounts in accordance with the terms of this Agreement; and

irrevocably directs the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to, in accordance with written direction of the Company issue and confirm the deposit of Subscription Receipts electronically as an instant deposit to be held as a non-certificated inventory issue through CDS; and

in each case, pending satisfaction of the Escrow Release Condition.

Terms of Subscription Receipts

Subject to the provisions of Article 4, each Subscription Receipt shall evidence the right of the holder: (i) if the Release Time occurs on or before the Escrow Release Deadline, to receive, without the payment of any additional consideration or further action on the part of the holder, the Settlement Number of Common Shares together with the Subscription Receipt Adjustment Payment, if any, less applicable withholding tax, if any; or (ii) if there is a Termination Event, to receive an amount equal to the sum of the Subscription Price and such holders

share of the aggregate of the Earned Interest and Additional Interest, less applicable withholding taxes, if any, all in the manner and on the terms and conditions set out in this Agreement.

Fractional Subscription Receipts

No fractional Subscription Receipts shall be issued or otherwise provided for hereunder. Any fractional number of Subscription Receipts will be rounded down to the nearest whole number. In calculating such fractional interest, all Subscription Receipts held by a holder shall be aggregated.

Register for Subscription Receipts

The Company hereby appoints the Subscription Receipt Agent as registrar of the Subscription Receipts, and the Company shall cause to be kept by the Subscription Receipt Agent at the Designated Office, a securities register in which shall be entered the names and addresses of holders of Subscription Receipts, the number of Common Shares which will be issued upon conversion of the Subscription Receipts and the other particulars, prescribed by law, of the Subscription Receipts held by them. The Company shall also cause to be kept by the Subscription Receipt Agent at the Designated Office the register of transfers, and may also cause to be kept by the Subscription Receipt Agent, branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts registered in that branch register of transfers.

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Registers Open for Inspection

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

Receiptholder not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt shall confer or be construed as conferring upon a Receiptholder an interest in the Company or any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend meetings of Shareholders, or the right to receive any continuous disclosure materials of the Company. Notwithstanding the foregoing, Receiptholders are entitled to exercise the rights expressly provided for in the Subscription Receipts and this Agreement on the terms and conditions set forth herein.

Subscription Receipts to Rank Pari Passu

All Subscription Receipts shall rank

pari passu

, whatever may be the actual date of issue of the Subscription Receipts.

Signing of Subscription Receipt Certificates

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

Authentication by the Subscription Receipt Agent

: No Certificated Subscription Receipt, if issued, will be valid or entitle the holder to the benefits hereof until it has been Authenticated by manual signature by or on behalf of the Subscription Receipt Agent substantially in the form of the certificate attached hereto as

or in such other form as may be approved by the Subscription Receipt Agent and the Company. The Authentication by the Subscription Receipt Agent on a Subscription Receipt Certificate will be conclusive evidence as against the Company that such Subscription Receipt Certificate has been issued hereunder and that the holder thereof is entitled to the benefits hereof.

The Subscription Receipt Agent shall Authenticate Uncertificated Subscription Receipts (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Company shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such uncertificated Subscription Receipts under this Agreement. No Uncertificated Subscription Receipt shall: (i) be considered issued or obligatory; nor (ii) entitle the holder

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thereof to the benefits of this Agreement, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Subscription Receipt. Such Authentication shall be conclusive evidence that such uncertificated Subscription Receipts have been duly issued hereunder and that the holder or holders are entitled to the benefits of this Agreement. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and any Uncertificated Subscription Receipts recorded therein shall be binding on the Company.

Any Subscription Receipt Certificate validly issued in accordance with the terms of this Agreement in effect at the time of issue of such Subscription Receipt Certificate shall, subject to the terms of this Agreement and applicable law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Subscription Receipt Certificate may not be in the form then required by this Agreement.

Authentication No Representation

: The Authentication by the Subscription Receipt Agent of any Subscription Receipts whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of the Agreement or such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or the proceeds thereof.

Issue in Substitution for Subscription Receipt Certificates Lost, etc.

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

The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 1.1(a) shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Company and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate so lost, destroyed or stolen as shall be satisfactory to the Company and to the Subscription Receipt Agent in their sole discretion, and such applicant may also be required to furnish a surety bond and an indemnity or security in amount and form satisfactory to the Company and the Subscription Receipt Agent in their sole discretion and shall pay the reasonable charges of the Company and the Subscription Receipt Agent in connection therewith.

Exchange of Subscription Receipt Certificates

Subscription Receipt Certificates may, upon compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for another Subscription Receipt Certificate or Subscription Receipt Certificates entitling the holder thereof to, in

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the aggregate, the same number of Subscription Receipts as represented by the Subscription Receipt Certificates so exchanged.

Subscription Receipt Certificates may be surrendered for exchange only at the Designated Office during regular business hours of the Subscription Receipt Agent.

Charges for Exchange

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

Transfer and Ownership of Subscription Receipts

: The Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at its Designated Office by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent upon: (1) in the case of a Certificated Subscription Receipt, surrendering to the Subscription Receipt Agent at its Designated Office the Subscription Receipt Certificate(s) representing the Subscription Receipts to be transferred together with a duly executed form of transfer (in the form attached to the Subscription Receipt Certificate as set out in

); (2) in the case of Subscription Receipts registered in the Book-Entry Only System, in accordance with applicable procedures prescribed by CDS under the Book-Entry Only System; (3) in the case of Uncertificated Subscription Receipts, surrendering to the Subscription Receipt Agent at its Designated Office, transfer instructions from the holder in form reasonably satisfactory to the Subscription Receipt Agent; and (4) upon compliance with:

the conditions herein;

such reasonable requirements as the Subscription Receipt Agent may prescribe; and

all applicable securities legislation and requirements of regulatory authorities;

and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of Certificated Subscription Receipt(s), a Subscription Receipt Certificate, and to the transferee of Uncertificated Subscription Receipt(s), Uncertificated Subscription Receipt(s) (or it shall Authenticate and deliver a Subscription Receipt Certificate instead, upon request), representing the Subscription Receipts transferred and the transferee of Subscription Receipt(s) registered in the Book-Entry Only System shall be recorded through the relevant CDS participant in accordance with the Book-Entry Only System as the beneficial holder in respect of such Subscription Receipts. Transfers within the systems of the CDS are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.

The Company and the Subscription Receipt Agent shall deem and treat the registered owner of any Subscription Receipts as the beneficial owner thereof for all purposes and neither the Company nor the Subscription Receipt Agent shall be affected by any notice to the contrary.

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The transfer register in respect of Subscription Receipts shall be closed at 4:30 p.m. (Edmonton time) at the Designated Office, on the earlier to occur of the Release Date and the Termination Date (subject to settlement).

The Subscription Receipt Agent shall promptly advise the Company of any requested transfer of Certificated Subscription Receipts. The Company shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Article, if such transfer would constitute a violation of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction.

Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts free from all equities or rights of set-off or counterclaim between the Company and any original or any intermediate holder thereof and all persons may act accordingly. Either: (i) the issue and delivery of Common Shares and the Subscription Receipt Adjustment Payment, if any, less applicable withholding taxes, if any, as provided in Section 3.3; or (ii) the payment of the Subscription Price and the Earned Interest and Additional Interest, if any, less applicable withholding taxes, if any, as provided in Section 3.4, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Company and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Company nor the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

Uncertificated Subscription Receipts and Global Subscription Receipts

Notwithstanding anything to the contrary in this Agreement, subject to applicable law, the Subscription Receipts will only be issued and delivered electronically to be held as a non-certificated inventory issue by CDS, unless otherwise directed in writing by the Company. On the Closing Date, the Company, via the Subscription Receipt Agent, will electronically deliver the Subscription Receipts registered to CDS or its nominee, and CDS will credit interests in such Subscription Receipts register to the accounts of CDS participants as directed by the Underwriters in respect of the Offering. Subscription Receipts held through the non-certificated inventory system will be transferred and surrendered for exchange through a CDS participant. All rights of beneficial holders of Subscription Receipts who hold Subscription Receipts through the non-certificated inventory system must be exercised through, and all payments or other property to which such beneficial holders of Subscription Receipts are entitled will be made or delivered by CDS or the CDS participant through which the beneficial holder holds such Subscription Receipts. A beneficial holder of a Subscription Receipt participating in the non-certificated inventory system will not be entitled to a certificate or other instrument from the Company or the Subscription Receipt Agent evidencing that Persons interest in or ownership of Subscription Receipts, nor, to the extent applicable, will such beneficial holder of Subscription Receipts be shown on the records maintained by CDS, except through an agent who is a CDS participant.

Except as described below, no purchaser of a Subscription Receipt will be entitled to a certificate or other instrument from the Company evidencing that purchasers ownership thereof, and no holder of a beneficial interest in a Subscription Receipt (a

) will be shown on the records maintained by CDS except through the accounts of CDS participants acting on behalf of the Beneficial Owners. CDS will be responsible for establishing and maintaining accounts for CDS participants having interests in the Subscription Receipts, and sales of interests in the Subscription Receipts can only be completed through CDS participants.

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Subject at all times to Subsection 2.15(a) and 2.15(b), the Subscription Receipts may, if so required, be issued in both certificated and uncertificated form. Unless the Subscription Receipts cease to be eligible for the Book-Entry Only System, whether as a result of a termination of the Companys agreement with CDS or otherwise, and except as set forth herein, Certificated Subscription Receipts will only be issued in the form of one or more Global Subscription Receipts which will be registered in the name of CDS or its nominee and held by, or on behalf of, CDS as depository of the Subscription Receipt Certificates for the participants of CDS. All Uncertificated Subscription Receipts issued to CDS will be evidenced by a book position on the register of Receiptholders to be maintained by the Subscription Receipt Agent in accordance with Section 2.5.

Unless the Subscription Receipts cease to be eligible for the Book-Entry Only System, whether as a result of a termination of the Companys agreement with CDS or otherwise, or required to do so by applicable law, owners of the beneficial interests in Subscription Receipts represented by a Global Subscription Receipt shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor. Beneficial interests in Subscription Receipts represented by a Global Subscription Receipt will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts represented by a Global Subscription Receipt between CDS participants shall occur in accordance with CDS rules and procedures. None of the Company, the Underwriters or the Subscription Receipt Agent shall have any responsibility or liability for: (i) any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in Subscription Receipts represented by a Global Subscription Receipt; (ii) maintaining, supervising or reviewing any records relating to the Subscription Receipts; or (iii) any advice or representation made by or with respect to CDS relating to the rules governing CDS or any action to be taken by CDS or at the direction of a CDS participant. Nothing herein shall prevent the owners of beneficial interests in Subscription Receipts represented by a Global Subscription Receipt from voting such Subscription Receipts using duly executed proxies.

All references herein to actions by, notices given or payments made to Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the Company may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder.

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

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If CDS resigns or is removed from its responsibility as depository and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor, the Subscription Receipt Agent will use commercially reasonable efforts to obtain from CDS the Global Subscription Receipt with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company shall issue and the Subscription Receipt Agent shall certify and deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Liquidation or Bankruptcy of the Company

Each Receiptholder has, as the case may be, as provided for herein, a claim against the Company to be issued the Settlement Number of Common Shares and a Subscription Receipt Adjustment Payment, if applicable, or to be reimbursed an amount equal to the Subscription Price, plus a

share of the Earned Interest and Additional Interest, for each...


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