UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of June 2024
Commission
File Number: 001-40370
BITFARMS
LTD.
(Translation of registrant’s name into English)
110
Yonge Street, Suite 1601, Toronto, Ontario, Canada M5C 1T4
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☐ Form 40-F ☒
DOCUMENTS
INCLUDED AS PART OF THIS FORM 6-K
On
June 10, 2024, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and
Retrieval + (SEDAR +) a material change report that includes a copy of a press release, a copy of which is attached hereto as Exhibit
99.1, and a shareholder rights plan agreement, a copy of which is attached hereto as Exhibit 99.2, which are incorporated by reference
into the Company’s Registration Statement on Form F-10 (File No. 333-272989) and the Registration Statement of Bitfarms Ltd. on Form S-8 (File No. 333-278868).
See
the Exhibits listed below.
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
BITFARMS LTD. |
| |
|
|
|
| |
By: |
/s/
Nicolas Bonta |
| |
|
Name: |
Nicolas Bonta |
| |
|
Title: |
Chairman and Interim
CEO |
Date:
June 10, 2024
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
Bitfarms Ltd. (“Bitfarms” or the “Company”)
110 Yonge Street, Suite 1601
Toronto, Ontario M5C 1T4
| Item 2 | Date of Material Change |
June 10, 2024.
The press release attached as Schedule “A” was
released on June 10, 2024 by a newswire company in Canada.
| Item 4 | Summary of Material Change |
The material change is described in the press release attached
as Schedule “A”.
| Item 5 | Full Description of Material Change |
The material change is described in the press release
attached as Schedule “A”.
| Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 | Omitted Information |
Not applicable.
Nicolas Bonta
Chairman
Bitfarms Ltd.
nbonta@bitfarms.com
June 10, 2024.
Schedule “A”
Bitfarms
Announces Adoption of Shareholder Rights Plan
This
news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated
March 8, 2024, to its short form base shelf prospectus dated November 10, 2023.
Toronto, Ontario and Brossard, Québec
(June 10, 2024) - Bitfarms Ltd. (Nasdaq/TSX: BITF) (“Bitfarms” or the “Company”), a global Bitcoin vertically
integrated company, today announced that its Board of Directors (the “Board”) has unanimously approved the adoption of a shareholder
rights plan (the “Rights Plan”) pursuant to a shareholder rights plan agreement entered into with TSX Trust Company, as rights
agent, dated June 10, 2024 (the “Effective Date”). The Rights Plan is being adopted to preserve the integrity of our previously
announced strategic alternatives review process (the “Strategic Alternative Review Process”) and is in the best interests
of all Bitfarms’ shareholders.
Shareholder Rights Plan
As previously announced, the Board formed a special
committee of independent directors (the “Special Committee”) to conduct a Strategic Alternatives Review Process to consider,
among other things, continuing to execute on the Company’s business plan, a business combination or other strategic transaction,
or a sale of the Company.
Riot Platforms, Inc. (“Riot”) (i)
is the holder of a minimum of 47,830,440 common shares in the capital of the Company, representing 11.62% of the issued and outstanding
voting securities of the Company, (ii) has made an unsolicited proposal to the Board to acquire all of the issued and outstanding common
shares of the Company, and (iii) announced its intention to requisition a special meeting of shareholders of the Company in efforts to
circumvent and frustrate the Strategic Alternatives Review Process being undertaken by the Special Committee.
After receiving Riot’s proposal on April
22, 2024, at which time Riot owned 14,848,938 common shares of the Company, representing 3.61% of the issued and outstanding voting securities
of the Company, the Special Committee thoroughly evaluated the proposal, and after careful consideration, determined that the proposal
significantly undervalues the Company and its growth prospects. The Special Committee has welcomed Riot’s interest in the Company
and participation in the ongoing Strategic Alternatives Review Process, including by agreeing to the standstill term proposed by Riot.
Disappointingly, Riot declined to participate in the process and instead has continued to acquire common shares of the Company in the
open market, thereby acquiring an additional 8.01% of the Company’s common shares since April 22, 2024, in an attempt to undermine
the integrity of the process and thwart the interest of third parties.
The Special Committee, in consultation with its
financial, legal and strategic advisors, believes that the adoption of the Rights Plan is necessary at this time in order to ensure, to
the extent possible, that the Board has sufficient opportunity to identify, develop and negotiate alternatives, if considered appropriate,
pursuant to the Strategic Alternative Review Process, to deliver the best value for Bitfarms’ shareholders. The Special Committee
has been advised that the continuing accumulation of common shares of the Company by Riot (or economic interests therein) above a 15%
threshold in the short term is likely to inhibit the Strategic Alternatives Review Process and therefore prevent the Company from maximizing
shareholder value. As a result, on the recommendation of the Special Committee, the Board has unanimously approved the Rights Plan in
order to preserve the integrity of the Strategic Alternatives Review Process.
The Rights Plan allows Riot to proceed with an
unsolicited take-over bid in accordance with applicable Canadian securities laws and does not prevent Riot from making nominations and
soliciting proxies in respect of a requisition.
At the close of business on June 20, 2024 (the
“Record Time”), one right (a “Right”) will be issued and attached to each common share outstanding as at that
time. A Right will also be attached to each common share issued after the Record Time. The issuance of the Rights will not change the
manner in which shareholders trade their common shares. Subject to the terms of the Rights Plan, the Rights issued under the Rights Plan
become exercisable if a person (the “Acquiring Person”), together with certain related persons (including persons “acting
jointly or in concert” as defined in the Rights Plan), becomes the beneficial owner of: (i) 15% or more of the outstanding common
shares during the period beginning at the Record Time and up to and including September 10, 2024; or (ii) thereafter, 20% (the “Stipulated
Percentage”), without complying with the “Permitted Bid” provisions of the Rights Plan. The Rights Plan will not be
triggered solely by the beneficial ownership of the Stipulated Percentage or more of the common shares by a shareholder and its affiliates,
associates and joint actors prior to the date hereof, as any such person would be “grandfathered” under to the terms of the
Rights Plan; however, subsequent purchases of more than 1% of the common shares of the Company by a “grandfathered” person
after the Effective Date shall cause such person to become an Acquiring Person pursuant to the terms of the Rights Plan. Following a transaction
that results in a person becoming an Acquiring Person, the Rights entitle the holder thereof (other than the Acquiring Person and certain
related persons) to purchase common shares at a significant discount to the market price at that time.
Under the Rights Plan, a “Permitted Bid”
is a take-over bid made in compliance with the Canadian take-over bid regime. Specifically, a Permitted Bid is a take-over bid that is
made to all shareholders, that is open for 105 days (or such shorter period as is permitted under the Canadian take-over bid regime) and
that contains certain conditions, including that no common shares will be taken up and paid for unless more than 50% of the common shares
that are held by independent shareholders are tendered to the take-over bid.
While the Rights Plan is effective as of the Effective
Date, it is subject to shareholder ratification within six months of its adoption, failing which it will terminate.
Adoption of the Rights Plan is subject to the
acceptance of the Toronto Stock Exchange (the “TSX”). The TSX may defer its consideration of the acceptance of the
Rights Plan until such time as it is satisfied that the appropriate securities commission will not intervene pursuant to National Policy
62-202 Take-Over Bids – Defensive Tactics. Pursuant to TSX policies, the TSX normally defers acceptance of shareholder
rights plans adopted in response to a specific or anticipated take-over bid. The Board is not aware of any pending or threatened take-over
bid for the Company, other than the proposal announced by Riot. A deferral of acceptance of the Rights Plan by the TSX will not
affect the adoption or operation of the Rights Plan.
The description of the Rights Plan in this press
release is qualified in its entirety by the full text of the Rights Plan, which will be available under the Company’s profile on
SEDAR+ at www.sedarplus.ca or at www.sec.gov.
About Bitfarms Ltd.
Founded in 2017, Bitfarms is a global Bitcoin
mining company that contributes its computational power to one or more mining pools from which it receives payment in Bitcoin. Bitfarms
develops, owns, and operates vertically integrated mining farms with in-house management and company-owned electrical engineering, installation
service, and multiple onsite technical repair centers. The Company’s proprietary data analytics system delivers best-in-class operational
performance and uptime.
Bitfarms currently has 12 Bitcoin mining facilities
and one under development situated in four countries: Canada, the United States, Paraguay, and Argentina. Powered predominantly by environmentally
friendly hydro-electric and long-term power contracts, Bitfarms is committed to using sustainable and often underutilized energy infrastructure.
To learn more about Bitfarms’ events, developments,
and online communities:
www.bitfarms.com
https://www.facebook.com/bitfarms/
https://twitter.com/Bitfarms_io
https://www.instagram.com/bitfarms/
https://www.linkedin.com/company/bitfarms/
Cautionary Statement
Trading in the securities of the Company should
be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the
information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securities exchange or regulatory authority accepts
responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains certain “forward-looking
information” and “forward-looking statements” (collectively, “forward-looking information”) that are based
on expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and United
States securities laws. The statements and information in this release regarding the issuance of Rights at the Record Time pursuant to
the Rights Plan, the progress or results of the Strategic Alternatives Review Process or the maximization or enhancement of shareholder
value, and the statements regarding the TSX’s possible deferral of its consideration of the acceptance of the Rights Plan is forward-looking
information. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”,
“is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”,
“scheduled”, “forecasts”, “estimates”, “prospects”, “believes” or “intends”
or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”,
“might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking
information.
This forward-looking information is based on
assumptions and estimates of management of the Company at the time they were made, and involves known and unknown risks, uncertainties
and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others,
risks relating to: the ability to successfully conclude the Strategic Alternatives Review Process on a timely basis or at all; the construction
and operation of the Company’s facilities may not occur as currently planned, or at all; expansion may not materialize as currently
anticipated, or at all; the power purchase agreements and economics thereof may not be as advantageous as expected; the digital currency
market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be
possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant
negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility
of digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in
the applicable jurisdictions; the inability to maintain reliable and economical sources of power for the Company to operate cryptocurrency
mining assets; the risks of an increase in the Company’s electricity costs, cost of natural gas, changes in currency exchange rates,
energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates and the potential adverse
impact on the Company’s profitability; the ability to complete current and future financings; the impact of the restatement on the
price of the Company’s common shares, financial condition and results of operations; the risk that a material weakness in internal
control over financial reporting could result in a misstatement of the Company’s financial position that may lead to a material
misstatement of the annual or interim consolidated financial statements if not prevented or detected on a timely basis; historical prices
of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and the adoption or expansion
of any regulation or law that will prevent Bitfarms from operating its business, or make it more costly to do so. For further information
concerning these and other risks and uncertainties, refer to the Company’s filings on www.sedarplus.ca
(which are also available on the website of the U.S. Securities and Exchange Commission at www.sec.gov),
including the MD&A for the year-ended December 31, 2023, filed on March 7, 2024 and the MD&A
for three-month period ended March 31, 2024 filed on May 15, 2024. Although the Company has attempted to identify important
factors that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial
by the Company. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information.
The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
Investor
Relations Contact:
Tracy Krumme
SVP, Investor Relations
+1 786-671-5638
tkrumme@bitfarms.com
Media Contacts:
Actual Agency
Khushboo Chaudhary
+1 646-373-9946
mediarelations@bitfarms.com
Québec Media
Tact
Louis-Martin Leclerc
+1 418-693-2425
lmleclerc@tactconseil.ca
U.S. Media
Dan Katcher or Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
5
Exhibit 99.2
SHAREHOLDER RIGHTS PLAN AGREEMENT
DATED AS OF
JUNE 10, 2024
BETWEEN
BITFARMS LTD.
AND
TSX TRUST COMPANY
AS RIGHTS AGENT
TABLE OF CONTENTS
| |
Page |
| Article 1 INTERPRETATION |
1 |
| 1.1 |
Certain Definitions |
1 |
| 1.2 |
Currency |
11 |
| 1.3 |
Number and Gender |
11 |
| 1.4 |
Headings |
11 |
| 1.5 |
Statutory References |
11 |
| 1.6 |
Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares |
11 |
| 1.7 |
Acting Jointly or in Concert |
11 |
| Article 2 THE RIGHTS |
12 |
| 2.1 |
Legend on Share Certificates |
12 |
| 2.2 |
Initial Exercise Price; Exercise of Rights; Detachment of Rights |
12 |
| 2.3 |
Adjustments to Exercise Price; Number of Rights |
14 |
| 2.4 |
Date on Which Exercise Is Effective |
17 |
| 2.5 |
Execution, Authentication, Delivery and Dating of Rights Certificates |
17 |
| 2.6 |
Registration, Transfer and Exchange |
17 |
| 2.7 |
Mutilated, Destroyed, Lost and Stolen Rights Certificates |
18 |
| 2.8 |
Persons Deemed Owners of Rights |
18 |
| 2.9 |
Delivery and Cancellation of Certificates |
19 |
| 2.10 |
Agreement of Rights Holders |
19 |
| 2.11 |
Rights Certificate Holder Not Deemed a Shareholder |
20 |
| Article 3 ADJUSTMENTS TO THE RIGHTS |
20 |
| 3.1 |
Flip-in Event |
20 |
| Article 4 THE RIGHTS AGENT |
21 |
| 4.1 |
General |
21 |
| 4.2 |
Merger, Amalgamation or Consolidation or Change of Name of Rights Agent |
22 |
| 4.3 |
Duties of Rights Agent |
22 |
| 4.4 |
Change of Rights Agent |
24 |
| 4.5 |
Compliance with Anti-Money Laundering Legislation |
24 |
| 4.6 |
Privacy Legislation |
24 |
| 4.7 |
Liability |
24 |
| Article 5 MISCELLANEOUS |
25 |
| 5.1 |
Redemption and Waiver |
25 |
| 5.2 |
Expiration |
26 |
| 5.3 |
Issuance of New Rights Certificates |
26 |
| 5.4 |
Supplements and Amendments |
26 |
| 5.5 |
Fractional Rights and Fractional Shares |
28 |
| 5.6 |
Rights of Action |
28 |
| 5.7 |
Regulatory Approvals |
28 |
| 5.8 |
Notice of Proposed Actions |
28 |
| 5.9 |
Notices |
29 |
| 5.10 |
Rights of Board and Corporation |
30 |
| 5.11 |
Costs of Enforcement |
30 |
| 5.12 |
Successors |
30 |
| 5.13 |
Benefits of this Agreement |
30 |
| 5.14 |
Governing Law |
30 |
| 5.15 |
Language |
30 |
| 5.16 |
Severability |
30 |
| 5.17 |
Effective Date |
30 |
| 5.18 |
Reconfirmation |
31 |
| 5.19 |
Determinations and Actions by the Board of Directors |
31 |
| 5.20 |
Declaration as to Non-Canadian Holders and Non-U.S. Holders |
31 |
| 5.21 |
Time of the Essence |
31 |
| 5.22 |
Execution in Counterparts |
31 |
| ATTACHMENT 1 |
33 |
| FORM OF ASSIGNMENT |
35 |
| FORM OF ELECTION TO EXERCISE |
36 |
| CERTIFICATE |
37 |
| NOTICE |
38 |
SHAREHOLDER RIGHTS PLAN AGREEMENT
THIS SHAREHOLDER RIGHTS PLAN AGREEMENT is made
as of June 10, 2024 between Bitfarms Ltd. (the “Corporation”), a corporation continued under the laws of the Province
of Ontario, and TSX Trust Company, a trust company existing under the laws of Canada and registered to carry on business in all provinces
and territories of Canada (the “Rights Agent”).
WHEREAS the Board of Directors, on the recommendation
of the special committee of independent directors, has determined that it is in the best interests of the Corporation to adopt a shareholder
protection rights plan (the “Rights Plan”) to ensure, to the extent possible, that the Board of Directors has sufficient
opportunity to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any unsolicited Offer to Acquire
(as hereinafter defined) the outstanding Voting Shares, including pursuant to the Board of Director's current comprehensive review
of strategic alternatives to maximize shareholder value;
AND WHEREAS in order to implement the Rights Plan
as established by this Agreement (as hereinafter defined), the Board of Directors has:
| (a) | authorized the issuance, effective at the close of business (Toronto time) on June
20, 2024 (the “Record Time”), of one Right (as hereinafter defined) in respect of each Common Share (as hereinafter
defined) outstanding at the Record Time; |
| (b) | authorized the issuance of one Right in respect of each Voting Share of the Corporation
issued after the Record Time and prior to the earlier of the Separation Time (as hereinafter defined) and the Expiration Time (as hereinafter
defined); and |
| (c) | authorized the issuance of Rights Certificates (as hereinafter defined) to holders
of Rights pursuant to the terms and subject to the conditions set forth herein; |
AND WHEREAS each Right entitles the holder thereof,
after the Separation Time, to purchase securities of the Corporation pursuant to the terms and subject to the conditions set forth herein;
AND WHEREAS the Corporation desires to appoint
the Rights Agent to act on behalf of the Corporation and the holders of Rights, and the Rights Agent is willing to so act, in connection
with the issuance, transfer, exchange and replacement of Rights Certificates, the exercise of Rights and other matters referred to herein;
AND WHEREAS the foregoing recitals are made as
representations and statements of fact by the Corporation and not by the Rights Agent.
NOW THEREFORE in consideration of the premises
and the respective covenants and agreements set forth herein, and subject to such covenants and agreements, the parties hereby agree as
follows:
Article 1
INTERPRETATION
1.1 Certain
Definitions
For purposes of this Agreement, the following
terms have the meanings indicated:
| (a) | “Acquiring Person” shall mean any Person who is the Beneficial Owner of the Stipulated
Percentage or more of the outstanding Voting Shares; provided, however, that the term “Acquiring Person” shall not
include: |
| (i) | the Corporation or any Subsidiary of the Corporation; |
| (ii) | any Person who becomes the Beneficial Owner of the Stipulated Percentage or more of the outstanding Voting
Shares as a result of one or any combination of: |
| (A) | a Voting Share Reduction; |
| (B) | a Permitted Bid Acquisition; |
| (C) | an Exempt Acquisition; |
| (D) | a Pro Rata Acquisition; or |
| (E) | a Convertible Security Acquisition; |
provided, however, that if a Person
becomes the Beneficial Owner of the Stipulated Percentage or more of the outstanding Voting Shares by reason of one or any combination
of the operation of Paragraphs (A), (B), (C), (D) or (E) above and such Person’s Beneficial Ownership of Voting Shares thereafter
increases by more than 1% of the number of Voting Shares outstanding (other than pursuant to one of a Voting Share Reduction, a Permitted
Bid Acquisition, an Exempt Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition or any combination thereof), then
as of the date such Person becomes the Beneficial Owner of such additional Voting Shares, such Person shall become an “Acquiring
Person”;
| (iii) | for a period of ten days after the Disqualification Date, any Person who becomes the Beneficial Owner
of the Stipulated Percentage or more of the outstanding Voting Shares as a result of such Person becoming disqualified from relying on
Subsection 1.1(f)(B) solely because such Person is making or has announced a current intention to make a Take-over Bid, either alone or
by acting jointly or in concert with any other Person. For the purposes of this definition, “Disqualification Date”
means the first date of public announcement that any Person is making or intends to make a Take-over Bid; |
| (iv) | an underwriter or member of a banking or selling group that becomes the Beneficial Owner of the Stipulated
Percentage or more of the Voting Shares in connection with a distribution of securities of the Corporation pursuant to an underwriting
agreement with the Corporation; or |
| (v) | a Person (a “Grandfathered Person”) who is the Beneficial Owner of the Stipulated Percentage
or more of the outstanding Voting Shares determined as at the Effective Date, provided, however, that this exception shall not be, and
shall cease to be, applicable to a Grandfathered Person in the event that such Grandfathered Person shall, after the Effective Date, become
the Beneficial Owner of any additional Voting Shares that increases its Beneficial Ownership of Voting Shares by more than 1% of the number
of Voting Shares outstanding, other than through one of a Permitted Bid Acquisition, an Exempt Acquisition, a Voting Share Reduction,
a Pro Rata Acquisition or a Convertible Security Acquisition or any combination thereof; and provided, further, that a Person shall cease
to be a Grandfathered Person in the event that such Person ceases to Beneficially Own the Stipulated Percentage or more of the then outstanding
Voting Shares at any time after the Effective Date; |
| (b) | “Affiliate”, when used to indicate a relationship with a specified Person, shall mean
a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with,
such specified Person; |
| (c) | “Agreement” shall mean this shareholder rights plan agreement dated as of June 10,
2024 between the Corporation and the Rights Agent, as amended or supplemented from time to time; “hereof”, “herein”,
“hereto” and similar expressions mean and refer to this Agreement as a whole and not to any particular part of this Agreement; |
| (d) | “annual cash dividend” shall mean cash dividends paid in any fiscal year of the Corporation
to the extent that such cash dividends do not exceed, in the aggregate on a per share basis, in any fiscal year, the greater of: |
| (i) | 200% of the aggregate amount of cash dividends, on a per share basis, declared payable by the Corporation
on its Common Shares in its immediately preceding fiscal year; |
| (ii) | 300% of the arithmetic mean of the aggregate amounts of the cash dividends, on a per share basis, declared
payable by the Corporation on its Common Shares in its three immediately preceding fiscal years; and |
| (iii) | 100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its
immediately preceding fiscal year divided by the number of Common Shares outstanding as at the end of such fiscal year; |
| (e) | “Associate” shall mean, when used to indicate a relationship with a specified Person,
a spouse of that Person, any Person of the same or opposite sex with whom that Person is living in a conjugal relationship outside marriage,
a child of that Person and a relative of that Person if that relative has the same residence as that Person; |
| (f) | A Person shall be deemed the “Beneficial Owner” of, and to have “Beneficial
Ownership” of, and to “Beneficially Own”: |
| (i) | any securities as to which such Person or any of such Person’s Affiliates or Associates is the owner
at law or in equity; |
| (ii) | any securities as to which such Person or any of such Person’s Affiliates or Associates has the
right to become the owner at law or in equity (where such right is exercisable within a period of 60 days, whether or not on condition
or on the happening of any contingency) pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing, or
upon the exercise of any conversion, exchange or purchase right (other than the Rights) attaching to a Convertible Security, including
but not limited to any lock-up agreement or similar agreement, arrangement or understanding that is not a Permitted Lock-Up Agreement;
other than pursuant to (x) customary agreements between the Corporation and underwriters or between underwriters and/or banking group
members and/or selling group members with respect to a distribution of securities by the Corporation, and (y) pledges of securities in
the ordinary course of business; |
| (iii) | any securities which are the subject of, or the reference securities for, or that underlie, any option,
warrant, convertible security, stock appreciation right, or other security, contract right, derivative or synthetic transaction, including
any contract for differences, "security-based swap" or other "swap" transaction, other than a broad based market basket
or index (a "Derivative Transaction") (without regard to any short or similar position under the same or any other derivative
or synthetic transaction with respect to such securities) entered into by such Person or any of such Person's Affiliates or Associates,
that gives such Person or any of such Person's Affiliates or Associates, the substantially economic equivalent of ownership of an amount
of securities due to the fact that the value of the Derivative Transaction is determined by reference to the price or value of such securities,
or that provides such Person or any of such Person's Affiliates or Associates, an opportunity, directly or indirectly, to profit or to
share in any profit derived from any change in the value of such securities, in any case without regard to whether (A) such Derivative
Transaction conveys any voting rights in such securities to such Person or any of such Person's Affiliates or Associates; (B) the Derivative
Transaction is required to be, or is capable of being, settled through delivery of such securities; or (C) such Person, any of such Person's
Affiliates or Associates, or any derivative counterparty to any of the foregoing, may have entered into other transactions that hedge
the economic effect of such Derivative Transaction. In determining the number of Voting Shares that are Beneficially Owned by virtue of
the operation of this Subsection 1.1(f)(iii), the subject Person will be deemed to Beneficially Own (without duplication) the notional
or other number of Voting Shares that, pursuant to the documentation evidencing the Derivative Transaction, may be acquired upon each
exercise or settlement of such transaction or as the basis upon which the aggregate value or settlement amount of such transaction, or
the opportunity of the subject Person to profit or share in any profit, is to be calculated, in whole or in part, and in any case (or
if no such number of Voting Shares is specified in such documentation, such documentation is not available to the Board of Directors or
otherwise) as determined by the Board of Directors in good faith to be the number of Voting Shares to which the Derivative Transaction
relates (including in reliance on any filings with any securities regulatory authority by the subject Person), with this determination
being applied to successive derivative counterparties, as appropriate; and |
| (iv) | any securities which are Beneficially Owned within the meaning of Subsections 1.1(f)(i), (ii) or (iii)
by any other Person with which such Person is acting jointly or in concert; |
provided, however, that a Person shall
not be deemed the “Beneficial Owner” of, or to have “Beneficial Ownership” of, or to “Beneficially
Own”, any security:
| (A) | where such security has been deposited or tendered pursuant to any Take-over Bid or where the holder of
such security has agreed pursuant to a Permitted Lock-Up Agreement to deposit or tender such security pursuant to a Take-over Bid, in
each case made by such Person, made by any of such Person’s Affiliates or Associates or made by any other Person acting jointly
or in concert with such Person, until such deposited or tendered security has been taken up or paid for, whichever shall first occur; |
| (B) | where such Person, any of such Person’s Affiliates or Associates or any other Person referred to
in Subsection 1.1(f)(iv), holds such security provided that: |
| (1) | the ordinary business of any such Person (the “Investment Manager”) includes the management
of mutual funds or investment funds for others (which others, for greater certainty, may include or be limited to one or more employee
benefit plans or pension plans and/or includes the acquisition or holding of securities for a non-discretionary account of a Client by
a dealer or broker registered under applicable securities laws to the extent required) and such security is held by the Investment Manager
in the ordinary course of such business and in the performance of such Investment Manager’s duties for the account of any other
Person or Persons (a “Client”); |
| (2) | such Person (the “Trust Company”) is licensed to carry on the business of a trust company
under applicable laws and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates of deceased or
incompetent Persons (each an “Estate Account”) or in relation to other accounts (each an “Other Account”)
and holds such security in the ordinary course of such duties for such Estate Accounts or for such Other Accounts; |
| (3) | such Person is a pension plan or fund registered under the laws of Canada or any province thereof or the
laws of the United States of America (a “Plan”) or is a Person established by statute for purposes that include, and
the ordinary business or activity of such Person (the “Statutory Body”) includes, the management of investment funds
for employee benefit plans, pension plans, insurance plans of various public bodies; or |
| (4) | such Person (the “Administrator”) is the administrator or trustee of one or more Plans
and holds such security for the purposes of its activities as an Administrator; |
provided, in any of the above cases, that
the Investment Manager, the Trust Company, the Statutory Body, the Administrator or the Plan, as the case may be, is not then making and
has not then announced an intention to make a Take-over Bid (other than an Offer to Acquire Voting Shares or other securities by means
of a distribution by the Corporation or by means of ordinary market transactions (including prearranged trades) executed through the facilities
of a stock exchange or organized over-the-counter market), alone or by acting jointly or in concert with any other Person;
| (C) | only because such Person or any of such Person’s Affiliates or Associates is (1) a Client of the
same Investment Manager as another Person on whose account the Investment Manager holds such security, (2) an Estate Account or an Other
Account of the same Trust Company as another Person on whose account the Trust Company holds such security, or (3) a Plan with the same
Administrator as another Plan on whose account the Administrator holds such security provided, however, that such Person is not then making
and has not then announced an intention to make a Take-over Bid (other than an Offer to Acquire Voting Shares or other securities by means
of a distribution by the Corporation or by means of ordinary market transactions (including prearranged trades) executed through the facilities
of a stock exchange or organized over the counter market), alone or by acting jointly or in concert with any other Person; |
| (D) | only because such Person is (1) a Client of an Investment Manager and such security is owned at law or
in equity by the Investment Manager, (2) an Estate Account or an Other Account of a Trust Company and such security is owned at law or
in equity by the Trust Company or (3) a Plan and such security is owned at law or in equity by the Administrator of the Plan provided,
however, that such Person is not then making and has not then announced an intention to make a Take-over Bid (other than an Offer to Acquire
Voting Shares or other securities by means of a distribution by the Corporation or by means of ordinary market transactions (including
prearranged trades) executed through the facilities of a stock exchange or organized over the counter market), alone or by acting jointly
or in concert with any other Person; or |
| (E) | where such person is the registered holder of securities as a result of carrying on the business of or
acting as a nominee of a securities depository provided, however, that such Person is not then making and has not then announced an intention
to make a Take-over Bid (other than an Offer to Acquire Voting Shares or other securities by means of a distribution by the Corporation
or by means of ordinary market transactions (including prearranged trades) executed through the facilities of a stock exchange or organized
over the counter market), alone or by acting jointly or in concert with any other Person; |
| (g) | “Board of Directors” shall mean the board of directors of the Corporation or any duly
constituted and empowered committee thereof; |
| (h) | “Business Day” shall mean any day other than a Saturday, Sunday or a day on which banking
institutions in Toronto, Ontario are authorized or obligated by law to close; |
| (i) | “Canadian Dollar Equivalent” of any amount which is expressed in United States dollars
shall mean on any day the Canadian dollar equivalent of such amount determined by reference to the U.S.-Canadian Exchange Rate in effect
on such date; |
| (j) | “close of business” on any given date shall mean the time on such date (or, if such
date is not a Business Day, the time on the next succeeding Business Day) at which the principal office of the transfer agent for the
Common Shares (or, after the Separation Time, the principal transfer office of the Rights Agent) is closed to the public; provided, however,
that for the purposes of the definitions of “Competing Permitted Bid” and “Permitted Bid”, “close of business”
on any date means 11:59 p.m. (local time at the place of deposit) on such date (or, if such date is not a Business Day, 11:59 p.m. (local
time at the place of deposit) on the next succeeding Business Day); |
| (k) | “Common Shares” shall mean the common shares in the capital of the Corporation as presently
constituted, as such shares may be subdivided, consolidated, reclassified or otherwise changed from time to time; |
| (l) | “Competing Permitted Bid” shall mean a Take-over Bid which also complies with the following
additional provisions: |
| (i) | the Take-over Bid is made after a Permitted Bid or another Competing Permitted Bid has been made and prior
to the expiry, termination or withdrawal of such Permitted Bid or Competing Permitted Bid; |
| (ii) | the Take-over Bid complies with all of the provisions of a Permitted Bid other than the condition set
forth in Subsection (iii) of the definition of a Permitted Bid; and |
| (iii) | no Voting Shares are taken up or paid for pursuant to the Take-over Bid prior to the close of business
on the date that is the last day of the initial deposit period that the Offeror must allow securities to be deposited under the Take-over
Bid pursuant to NI 62-104; |
provided that, should a Competing Permitted
Bid cease to be a Competing Permitted Bid because it ceases to meet any or all of the requirements mentioned above prior to the time it
expires (after giving effect to any extension) or is withdrawn, then any acquisition of Voting Shares made pursuant to such Competing
Permitted Bid, including any acquisition of Voting Shares made prior to such time, shall not be a Permitted Bid Acquisition.
| (m) | A specified Person is “controlled” by another Person or two or more Persons acting
jointly or in concert if: |
| (i) | securities entitled to vote in the election of directors carrying more than 50 percent of the votes for
the election of directors are held, directly or indirectly, by or on behalf of the other Person or two or more Persons acting jointly
or in concert and the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of such
body corporate; or |
| (ii) | in the case of a specified Person that is a limited partnership, the other Person is the general partner
of the limited partnership; |
and “controls”, “controlling”
and “under common control with” shall be interpreted accordingly;
| (n) | “Convertible Security” shall mean a security convertible, exercisable or exchangeable
into a Voting Share and a “Convertible Security Acquisition” shall mean an acquisition by a Person of Voting Shares
upon the exercise, conversion or exchange of a Convertible Security received by a Person pursuant to a Permitted Bid Acquisition, an Exempt
Acquisition or a Pro Rata Acquisition; |
| (o) | “Co-Rights Agents” shall have the meaning ascribed thereto in Subsection 4.1(a); |
| (p) | “Disposition Date” shall have the meaning ascribed thereto in Subsection 5.1(d); |
| (q) | “Dividend Reinvestment Acquisition” shall mean an acquisition of Voting Shares of any
class pursuant to a Dividend Reinvestment Plan; |
| (r) | “Dividend Reinvestment Plan” shall mean a regular dividend reinvestment or other plan
of the Corporation made available by the Corporation to holders of its securities where such plan permits the holder to direct that some
or all of: |
| (i) | dividends paid in respect of shares of any class of the Corporation; |
| (ii) | proceeds of redemption of shares of the Corporation; |
| (iii) | interest paid on evidences of indebtedness of the Corporation; or |
| (iv) | optional cash payments; |
be applied to the purchase from the Corporation
of Voting Shares;
| (s) | “Effective Date” shall mean June 10, 2024; |
| (t) | “Election to Exercise” shall have the meaning ascribed thereto in Subsection 2.2(d)(ii); |
| (u) | “Exempt Acquisition” shall mean an acquisition by a Person of Voting Shares and/or
Convertible Securities: |
| (i) | in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions
of Subsections 5.1(b), (c) or (d); |
| (ii) | pursuant to a distribution of Voting Shares and/or Convertible Securities made by the Corporation (A)
to the public pursuant to a prospectus or similar document, provided that such Person does not thereby become the Beneficial Owner of
a greater percentage of Voting Shares so offered than the percentage of Voting Shares Beneficially Owned by such Person immediately prior
to such distribution, or (B) pursuant to a distribution, provided that (x) all necessary stock exchange approvals for such private placement
have been obtained and such distribution complies with the terms and conditions of such approvals, and (y) such Person does not thereby
become the Beneficial Owner of Voting Shares equal in number to more than 25% of the Voting Shares outstanding immediately prior to the
distribution and, in making this determination, the securities to be issued to such Person on the distribution shall be deemed to be held
by such Person but shall not be included in the aggregate number of Voting Shares outstanding immediately prior to the distribution; or |
| (iii) | pursuant to an amalgamation, merger, arrangement or other statutory procedure requiring shareholder approval; |
| (v) | “Exercise Price” shall mean, as of any date, the price at which a holder may purchase
the securities issuable upon exercise of one whole Right which, until adjustment thereof in accordance with the terms hereof, shall be: |
| (i) | until the Separation Time, an amount equal to three times the Market Price, from time to time, per Common
Share; and |
| (ii) | from and after the Separation Time, an amount equal to three times the Market Price, as at the Separation
Time, per Common Share; |
| (w) | “Expansion Factor” shall have the meaning ascribed thereto in Subsection 2.3(a)(x); |
| (x) | “Expiration Time” means the earlier of: |
| (i) | the Termination Time; and |
| (ii) | the date of termination of this Agreement pursuant to Sections 5.17 or 5.18; |
| (y) | “Fiduciary” shall mean, when acting in that capacity, a trust company registered under
the trust company legislation of Canada or any province thereof, a trust company organized under the laws of any state of the United States
of America, a portfolio manager registered under the securities legislation of one or more provinces of Canada or an investment adviser
registered under the United States Investment Advisers Act of 1940 or any other securities legislation of the United States of America
or any state of the United States of America; |
| (z) | “Flip-in Event” shall mean a transaction in or pursuant to which any Person becomes
an Acquiring Person; |
| (aa) | “holder” shall have the meaning ascribed thereto in Section 2.8; |
| (bb) | “Independent Shareholders” shall mean holders of Voting Shares, other than: |
| (ii) | any Offeror, other than a Person who, by virtue of Subsection 1.1(f)(iv)(B), is not deemed to Beneficially
Own such Voting Shares at the relevant time; |
| (iii) | any Affiliate or Associate of such Acquiring Person or Offeror; |
| (iv) | any Person acting jointly or in concert with such Acquiring Person or Offeror; and |
| (v) | any employee benefit plan, deferred profit sharing plan, stock participation plan and any other similar
plan or trust for the benefit of employees of the Corporation or a Subsidiary of the Corporation, unless the beneficiaries of the plan
or trust direct the manner in which the Voting Shares are to be voted or direct whether the Voting Shares are to be tendered to a Take-over
Bid; |
| (cc) | “Market Price” per share of any securities on any date of determination shall mean
the average of the daily closing prices per share of such securities (determined as described below) on each of the 20 consecutive Trading
Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to
any of the events described in Section 2.3 hereof shall have caused the closing prices used to determine the Market Price on any Trading
Days not to be fully comparable with the closing price on such date of determination or, if the date of determination is not a Trading
Day, on the immediately preceding Trading Day, each such closing price so used shall be appropriately adjusted in a manner analogous to
the applicable adjustment provided for in Section 2.3 hereof in order to make it fully comparable with the closing price on such date
of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day. The closing price per
share of any securities on any date shall be: |
| (i) | the closing board lot sale price or, in case no such sale takes place on such date, the average of the
closing bid and asked prices for each of such securities as reported by the securities exchange or national securities quotation system
on which such securities are listed or admitted for trading on which the largest number of such securities were traded during the most
recently completed calendar year; |
| (ii) | if for any reason none of such prices is available on such day or the securities are not listed or admitted
to trading on a securities exchange or on a national securities quotation system, the last sale price or, in case no such sale takes place
on such date, the average of the high bid and low asked prices for each of such securities in the over-the-counter market, as quoted by
any reporting system then in use (as selected by the Board of Directors); or |
| (iii) | if for any reason none of such prices is available on such day or the securities are not listed or admitted
to trading on a securities exchange or quoted by any such reporting system, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the securities selected in good faith by the Board of Directors; |
provided, however, that if for any reason
none of such prices is available on such day, the closing price per share of such securities on such date means the fair value per share
of such securities on such date as determined by a nationally or internationally recognized investment dealer or investment banker with
respect to the fair value per share of such securities. The Market Price shall be expressed in Canadian dollars and, if initially determined
in respect of any day forming part of the 20 consecutive Trading Day period in question in United States dollars, such amount shall be
translated into Canadian dollars on such date at the Canadian Dollar Equivalent thereof;
| (dd) | “NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids; |
| (ee) | “Nominee” shall have the meaning ascribed thereto in Subsection 2.2(c); |
| (ff) | “OBCA” shall mean the Business Corporations Act (Ontario); |
| (gg) | “Offer to Acquire” shall include: |
| (i) | an offer to purchase or a solicitation of an offer to sell Voting Shares or a public announcement of an
intention to make such an offer or solicitation; and |
| (ii) | an acceptance of an offer to sell Voting Shares, whether or not such offer to sell has been solicited; |
or any combination thereof, and the Person
accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer to sell;
| (hh) | “Offeror” shall mean a Person who has made a public announcement of a current intention
to make or who is making a Take-over Bid but only so long as the Take-over Bid so announced or made has not been withdrawn or terminated
or has not expired; |
| (ii) | “Permitted Bid” shall mean a Take-over Bid, made by an Offeror by way of take-over
bid circular, which also complies with the following additional provisions: |
| (i) | the Take-over Bid is made to all holders of Voting Shares on the books of the Corporation, other than
the Offeror; |
| (ii) | no Voting Shares are taken up or paid for pursuant to the Take-over Bid unless more than 50% of the Voting
Shares held by Independent Shareholders (x) shall have been deposited or tendered pursuant to the Take-over Bid and not withdrawn and
(y) have previously been or are taken up at the same time; |
| (iii) | no Voting Shares are taken up or paid for pursuant to the Take-over Bid prior to the close of business
on the date that is no earlier than the earlier of (A) 105 days following the date of the Take-over Bid and (B) the last day of the initial
deposit period that the Offeror must allow securities to be deposited under the Take-over Bid pursuant to NI 62-104; |
| (iv) | Voting Shares may be deposited pursuant to such Take-over Bid at any time during the period of time between
the date of the Take-over Bid and the date on which Voting Shares may be taken up and paid for and any Voting Shares deposited pursuant
to the Take-over Bid may be withdrawn until taken up and paid for; and |
| (v) | if on the date on which Voting Shares may be taken up and paid for under the Take-over Bid, more than
50% of the Voting Shares held by Independent Shareholders have been deposited or tendered pursuant to the Take-over Bid and not withdrawn,
the Offeror makes a public announcement of that fact and the Take-over Bid is extended to remain open for deposits and tenders of Voting
Shares for not less than ten days from the date of such public announcement. |
For purposes of this Agreement, (A) should
a Take-over Bid which qualified as a Permitted Bid cease to be a Permitted Bid because it ceases to meet any or all of the requirements
mentioned above prior to the time it expires (after giving effect to any extension) or is withdrawn, any acquisition of Voting Shares
made pursuant to such Take-over Bid shall not be a Permitted Bid Acquisition and (B) the term “Permitted Bid” shall include
a Competing Permitted Bid;
| (jj) | “Permitted Bid Acquisition” shall mean an acquisition of Voting Shares made pursuant
to a Permitted Bid or a Competing Permitted Bid or pursuant to Subsections 2.2(3) and (4) of NI 62-104; |
| (kk) | “Permitted Lock-Up Agreement” shall mean an agreement between a Person and one or more
holders of Voting Shares pursuant to which such holders (each a “Locked-Up Person”) agree to deposit or tender Voting
Shares to a Take-over Bid (the “Lock-Up Bid”) made or to be made by such Person or any of such Person’s Affiliates
or Associates or any other Person with which such Person is acting jointly or in concert, provided that: |
| (i) | the terms of such agreement are publicly disclosed and a copy of such agreement is made available to the
public (including the Corporation) not later than the date of the Lock-Up Bid or, if the Lock-Up Bid has been made prior to the date on
which such agreement is entered into, not later than the first business day following the date of such agreement; |
| (ii) | the agreement permits a Locked-Up Person to terminate its obligation to deposit or tender Voting Shares
to or not to withdraw such Voting Shares from the Lock-Up Bid, in order to tender or deposit the Voting Shares to another Take-over Bid
or to support another transaction: |
| (A) | where the price or value of the consideration per Voting Share offered under such other Take-over Bid
or transaction: |
| (1) | is greater than the price or value of the consideration per Voting Share at which the Locked-Up Person
has agreed to deposit or tender Voting Shares to the Lock-Up Bid; or |
| (2) | exceeds by as much as or more than a specified amount (the “Specified Amount”) the
price or value of the consideration per Voting Share at which the Locked-Up Person has agreed to deposit or tender Voting Shares to the
Lock-Up Bid, provided that such Specified Amount is not greater than 7% of the price or value of the consideration per Voting Share at
which the Locked-Up Person has agreed to deposit or tender Voting Shares to the Lock-Up Bid; and |
| (B) | if the number of Voting Shares offered to be purchased under the Lock-Up Bid is less than 100% of the
Voting Shares held by Independent Shareholders, where the number of Voting Shares to be purchased under such other Take-over Bid or transaction
at a price or value per Voting Share that is not less than the price or value per Voting Share offered under the Lock-Up Bid: |
| (1) | is greater than the number of Voting Shares that the Offeror has offered to purchase under the Lock-Up
Bid; or |
| (2) | exceeds by as much as or more than a specified number (the “Specified Number”) the
number of Voting Shares that the Offeror has offered to purchase under the Lock-Up Bid, provided that the Specified Number is not greater
than 7% of the number of Voting Shares offered to be purchased under the Lock-Up Bid, |
and, for greater clarity, the agreement
may contain a right of first refusal or require a period of delay to give such Person an opportunity to at least match a higher price
or value in another Take-over Bid or transaction or other similar limitation on a Locked-up Person’s right to withdraw Voting Shares
from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares
during the period of the other Take-over Bid or transaction; and
| (iii) | no “break-up” fees, “top-up” fees, penalties, expenses or other
amounts that exceed in aggregate the greater of: |
| (A) | the cash equivalent of 3% of the price or value of the consideration payable under the Lock-Up Bid to
a Locked-Up Person; and |
| (B) | 50% of the amount by which the price or value of the consideration received by a Locked-Up Person under
another Take-over Bid or transaction exceeds the price or value of the consideration that the Locked-Up Person would have received under
the Lock-Up Bid, |
shall be payable by such Locked-Up Person
pursuant to the agreement if the Locked-Up Person fails to deposit or tender Voting Shares to the Lock-Up Bid, withdraws Voting Shares
previously tendered thereto or supports another transaction;
| (ll) | “Person” shall include an individual, body corporate, firm, partnership, syndicate
or other form of unincorporated association, trust, trustee, executor, administrator, legal personal representative, group, unincorporated
organization, a government and its agencies or instrumentalities, or other entity whether or not having legal personality; |
| (mm) | “Pro Rata Acquisition” shall mean an acquisition by a Person of Voting Shares pursuant
to: |
| (i) | a Dividend Reinvestment Acquisition; |
| (ii) | a stock dividend, stock split or other event in respect of securities of the Corporation of one or more
particular classes or series pursuant to which such Person becomes the Beneficial Owner of Voting Shares on the same pro rata basis as
all other holders of securities of the particular class, classes or series; or |
| (iii) | the acquisition or the exercise by the Person of rights to purchase Voting Shares issued by the Corporation
to all holders of securities of the Corporation (other than holders resident in any jurisdiction where such issuance is restricted or
impractical as a result of applicable law) of one or more particular classes or series pursuant to a rights offering provided that such
rights are acquired directly from the Corporation and not from any other Person; or |
| (iv) | a distribution of Voting Shares or of Convertible Securities made pursuant to a prospectus or by way of
a private placement or a conversion or exchange of any Convertible Security; |
provided, however, that such Person does
not thereby acquire a greater percentage of such Voting Shares or of Convertible Securities so offered than such Person’s percentage
of Voting Shares Beneficially Owned immediately prior to such acquisition;
| (nn) | “Record Time” shall have the meaning set forth in the recitals hereto; |
| (oo) | “Redemption Price” shall have the meaning attributed thereto in Subsection 5.1(a); |
| (pp) | “Right” shall mean a right to purchase a Common Share, upon the terms and subject to
the conditions set forth in this Agreement; |
| (qq) | “Rights Certificate” shall mean a certificate representing the Rights after the Separation
Time, which shall be substantially in the form attached hereto as Attachment 1; |
| (rr) | “Rights Plan” shall have the meaning set forth in the recitals hereto; |
| (ss) | “Rights Register” shall have the meaning ascribed thereto in Subsection 2.6(a) |
| (tt) | “Securities Act” shall mean the Securities Act (Ontario); |
| (uu) | “Separation Time” shall mean, subject to Subsection 5.1(d), the close of business on
the tenth Trading Day after the earlier of: |
| (i) | the Stock Acquisition Date; |
| (ii) | the date of the commencement of or first public announcement of the current intention of any Person (other
than the Corporation or any Subsidiary of the Corporation) to commence a Take-over Bid (other than a Permitted Bid or a Competing Permitted
Bid); and |
| (iii) | the date on which a Permitted Bid or Competing Permitted Bid ceases to qualify as such; |
or such later time as may be determined
by the Board of Directors, provided that, if any Take-over Bid referred to in Subsection 1.1(uu)(ii) above expires, is not made, is cancelled,
terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid shall be deemed, for the purposes of this definition,
never to have been commenced, made or announced and further provided that if the Board of Directors determines, pursuant to Section 5.1,
to waive the application of Section 3.1 to a Flip-in Event, then the Separation Time in respect of such Flip-in Event shall be deemed
never to have occurred and further provided that if the foregoing results in the Separation Time being prior to the Record Time, the Separation
Time shall be the Record Time;
| (vv) | “Stipulated Percentage” means, from the Effective Date to and including September 10,
2024, 15%, and thereafter, 20%; |
| (ww) | “Stock Acquisition Date” shall mean the first date of public announcement or disclosure
by the Corporation or an Acquiring Person of facts indicating that a Person has become an Acquiring Person which for the purposes of this
definition shall include, without limitation, a report filed pursuant to Part 5 of NI 62-104, Section 4.5 of National Instrument 62-103
– The Early Warning System and Related Take-Over Bid and Insider Reporting Issues or Section 13(d) of the 1934 Exchange Act
announcing or disclosing such information; |
| (xx) | “Subsidiary” a Person is a Subsidiary of another Person if: |
| (B) | that other and one or more Persons each of which is controlled by that other; or |
| (C) | two or more Persons each of which is controlled by that other; or |
| (ii) | it is a Subsidiary of a Person that is that other’s Subsidiary; |
| (yy) | “Take-over Bid” shall mean an Offer to Acquire Voting Shares or Convertible Securities,
if, assuming that the Voting Shares or Convertible Securities subject to the Offer to Acquire are acquired and are Beneficially Owned
at the date of such Offer to Acquire by the Person making such Offer to Acquire, the Voting Shares Beneficially Owned by the Person making
the Offer to Acquire would constitute in the aggregate 20% or more of the outstanding Voting Shares at the date of the Offer to Acquire; |
| (zz) | “Termination Time” shall mean the time at which the right to exercise Rights shall
terminate pursuant to Section 5.1(g); |
| (aaa) | “Trading Day”, when used with respect to any securities, shall mean a day on which
the securities exchange or national securities quotation system on which such securities are listed or admitted to trading on which the
largest number of such securities were traded during the most recently completed calendar year is open for the transaction of business
or, if the securities are not listed or admitted to trading on any securities exchange, a Business Day; |
| (bbb) | “U.S. – Canadian Exchange Rate” on any date shall mean: |
| (i) | if on such date the Bank of Canada sets an average noon spot rate of exchange for the conversion of one
United States dollar into Canadian dollars, such rate; and |
| (ii) | in any other case, the rate for such date for the conversion of one United States dollar into Canadian
dollars which is calculated in the manner which shall be determined by the Board of Directors from time to time acting in good faith; |
| (ccc) | “U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars means
on any day the United States dollar equivalent of such amount determined by reference to the U.S.-Canadian Exchange Rate in effect on
such date; |
| (ddd) | “Voting Share Reduction” shall mean an acquisition or redemption by the Corporation
of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the percentage of outstanding Voting Shares Beneficially
Owned by any Person to the Stipulated Percentage or more of the Voting Shares then outstanding; |
| (eee) | “Voting Shares” shall mean the Common Shares and any other shares in the capital of
the Corporation entitled to vote generally in the election of all directors; |
| (fff) | “1933 Securities Act” means the Securities Act of 1933 of the United States, as amended,
and the rules and regulations thereunder, and any comparable or successor laws or regulations thereto; and |
| (ggg) | “1934 Exchange Act” means the Securities Exchange Act of 1934 of the United States,
as amended, and the rules and regulations thereunder, and any comparable or successor laws or regulations thereto. |
All sums of money which are referred to in this
Agreement are expressed in lawful money of Canada, unless otherwise specified.
Wherever the context will require, terms (including
defined terms) used herein importing the singular number only shall include the plural and vice versa and words importing any one gender
shall include all others.
The division of this Agreement into Articles,
Sections, Subsections, Paragraphs, Subparagraphs or other portions hereof and the insertion of headings, subheadings and a table of contents
are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
Unless the context otherwise requires, any reference
to a specific section, subsection, clause or rule of any act or regulation shall be deemed to refer to the same as it may be amended,
reenacted or replaced or, if repealed and there shall be no replacement therefor, to the same as it is in effect on the date of this Agreement.
| 1.6 | Calculation of Number and Percentage of Beneficial Ownership
of Outstanding Voting Shares |
| (a) | For purposes of this Agreement, in determining the percentage of outstanding Voting Shares with respect
to which a Person is or is deemed to be the Beneficial Owner, all unissued Voting Shares of which such Person is deemed to be the Beneficial
Owner shall be deemed to be outstanding. |
| (b) | For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person shall
be and be deemed to be the product (expressed as a percentage) determined by the formula: |
100 x A/B
where:
A = the number of votes for the election
of directors of the Corporation generally attaching to the Voting Shares Beneficially Owned by such Person; and
B = the number of votes for the election
of directors of the Corporation generally attaching to all outstanding Voting Shares.
The percentage of outstanding Voting
Shares represented by any particular group of Voting Shares acquired or held by any Person shall be determined in like manner mutatis
mutandis.
| 1.7 | Acting Jointly or in Concert |
For purposes of this Agreement a Person is acting
jointly or in concert with every Person who is a party to an agreement, commitment, arrangement or understanding, whether formal or informal
or written or unwritten, with the first Person to acquire or Offer to Acquire any Voting Shares or Convertible Securities (other than:
(a) customary agreements with and between underwriters and/or banking group members and/or selling group members with respect to a distribution
of securities by the Corporation; (b) pledges of securities in the ordinary course of business; and (c) Permitted Lock-Up Agreements).
Article 2
THE RIGHTS
| 2.1 | Legend on Share Certificates |
Certificates representing Voting Shares which
are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall also evidence one Right
for each Voting Share represented thereby until the earlier of the Separation Time or the Expiration Time and shall have impressed on,
printed on, written on or otherwise affixed to them the following legend:
Until the earlier of the Separation
Time or the Expiration Time (as both terms are defined in the Shareholder Rights Agreement referred to below), this certificate also evidences
and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement dated as of June 10, 2024, as may
be amended or supplemented from time to time (the “Shareholder Rights Agreement”), between Bitfarms Ltd. (the “Corporation”)
and TSX Trust Company, as Rights Agent, the terms of which are incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Corporation. Under certain circumstances set out in the Shareholder Rights Agreement, the Rights may
be amended or redeemed, may expire or may become void (if, in certain cases they are “Beneficially Owned” by an “Acquiring
Person” as such terms are defined in the Shareholder Rights Agreement, whether currently held by or on behalf of such Person or
a subsequent holder) or may be evidenced by separate certificates and no longer evidenced by this certificate. The Corporation will mail
or arrange for the mailing of a copy of the Shareholder Rights Agreement to the holder of this certificate without charge as soon as practicable
after the receipt of a written request therefor.
| 2.2 | Initial Exercise Price; Exercise of Rights; Detachment of
Rights |
| (a) | Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after
the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price, or its U.S. Dollar Equivalent,
as at the Business Day immediately preceding the Separation Time (which Exercise Price and number of Common Shares are subject to adjustment
as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or any of its Subsidiaries
shall be void. |
| (b) | Until the Separation Time: |
| (i) | the Rights shall not be exercisable and no Right may be exercised; and |
| (ii) | each Right will be evidenced by the certificate for the associated Voting Share registered in the name
of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) and will be transferable only together
with, and will be transferred by a transfer of, such associated Voting Share. |
| (c) | From and after the Separation Time and prior to the Expiration Time: |
| (i) | the Rights shall be exercisable; and |
| (ii) | the registration and transfer of Rights shall be separate from and independent of Voting Shares. |
Promptly following the Separation Time,
the Corporation will prepare or cause to be prepared and the Rights Agent will, as soon as reasonably practicable, mail to each holder
of record of Voting Shares as of the Separation Time and, in respect of each Convertible Security converted into Voting Shares after the
Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared
and the Rights Agent will mail to the holder so converting (other than in either case a person indicated by the Corporation in writing
to be an Acquiring Person and any Transferee whose rights are or become null and void pursuant to Section 3.1(b) and, in respect of any
Rights Beneficially Owned by such Acquiring Person or Transferee which are not held of record by such Acquiring Person or Transferee,
the holder of record of such Rights as indicated by the Corporation in writing (a “Nominee”)), at such holder’s
address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent
for this purpose):
| (x) | a Rights Certificate appropriately completed, representing the number of Rights held by such holder at
the Separation Time or at the time of conversion, as applicable, and having such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order made pursuant thereto
or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time
to time be listed or traded, or to conform to usage; and |
| (y) | a disclosure statement prepared by the Corporation describing the Rights, |
provided that a Nominee shall be sent
the materials provided for in (x) and (y) only in respect of all Voting Shares held of record by it which are not Beneficially Owned by
an Acquiring Person. In order for the Corporation to determine whether any Person is holding Voting Shares which are Beneficially Owned
by another Person, the Corporation may require such first Person to furnish such information and documentation as the Corporation deems
necessary.
| (d) | Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior
to the Expiration Time by submitting to the Rights Agent at its office in Toronto, Canada or any other office of the Rights Agent in cities
designated from time to time for that purpose by the Corporation with the approval of the Rights Agent: |
| (i) | the Rights Certificate evidencing such Rights; |
| (ii) | an election to exercise such Rights (an “Election to Exercise”) substantially in the
form attached to the Rights Certificate appropriately completed and duly executed by the holder or such holder’s executors or administrators
or other personal representatives or such holder’s or their legal attorney duly appointed by an instrument in writing in form and
executed in a manner satisfactory to the Rights Agent; and |
| (iii) | payment by certified cheque, banker’s draft, money order or wire transfer payable to the order of
the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover
any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates
or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. |
| (e) | Upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance
with Subsection 2.2(d)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as
set forth in Subsection 2.2(d)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation
is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon as soon as practicable: |
| (i) | requisition from the transfer agent certificates representing the number of such Common Shares to be purchased
(the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); |
| (ii) | when appropriate, requisition from the Corporation the amount of cash, if any, to be paid in lieu of issuing
fractional Common Shares; |
| (iii) | after receipt of the certificates referred to in Subsection 2.2(e)(i), deliver the same to or upon the
order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; |
| (iv) | when appropriate, after receipt, deliver the cash referred to in Subsection 2.2(e)(ii) to or to the order
of the registered holder of such Rights Certificate; and |
| (v) | remit to the Corporation all payments received on the exercise of Rights. |
For greater certainty,
unless the Rights Agent shall have been notified in accordance with Subsection 2.3(j) hereof, it shall be entitled to assume that there
has been no adjustment to the Exercise Price or the number of Rights.
| (f) | In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s
Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a))
will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. |
| (g) | The Corporation covenants and agrees that it will: |
| (i) | cause to be reserved and kept available out of its authorized and unissued Common Shares the number of
Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding
Rights; |
| (ii) | take all such action as may be necessary and within its power to ensure that all Common Shares delivered
upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise
Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; |
| (iii) | take all such action as may be necessary and within its power to comply with the requirements of the OBCA,
the Securities Act and the other applicable securities laws or comparable legislation of each of the provinces and territories of Canada,
the 1933 Securities Act, the 1934 Exchange Act, and any other applicable law, rule or regulation, in connection with the issuance and
delivery of the Rights, the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; |
| (iv) | use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the stock
exchanges and markets on which such Common Shares were traded immediately prior to the Stock Acquisition Date; |
| (v) | pay when due and payable, if applicable, any and all federal, provincial, state and municipal transfer
taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to
withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common
Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge
which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery
of certificates for Common Shares issued upon the exercise of Rights in a name other than that of the holder of the Rights being transferred
or exercised; and |
| (vi) | after the Separation Time, except as permitted by Sections 5.1 and 5.4, not take (or permit any Subsidiary
to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise
eliminate the benefits intended to be afforded by the Rights. |
| 2.3 | Adjustments to Exercise Price; Number of Rights |
The Exercise Price, the number and kind of securities
subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided
in this Section 2.3 and in Article 3.
| (a) | In the event the Corporation shall at any time after the Effective Date and prior to the Expiration Time: |
| (i) | declare or pay a dividend on Common Shares payable in Common Shares or Convertible Securities in respect
thereof other than pursuant to any Dividend Reinvestment Plan; |
| (ii) | subdivide or change the then outstanding Common Shares into a greater number of Common Shares; |
| (iii) | consolidate or change the then outstanding Common Shares into a smaller number of Common Shares; or |
| (iv) | issue any Common Shares (or Convertible Securities in respect thereof) in respect of, in lieu of or in
exchange for existing Common Shares except as otherwise provided in this Section 2.3, |
then the Exercise Price and the number
of Rights outstanding (or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable
upon exercise of Rights) shall be adjusted as of the payment or effective date in the manner set forth below.
If the Exercise Price and number of Rights
outstanding are to be adjusted:
| x | the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately
prior to such adjustment divided by the number of Common Shares (or other capital stock) (the “Expansion Factor”) that
a holder of one Common Share immediately prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter
as a result thereof; and |
| y | each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor,
and the adjusted number of Rights will be deemed to be distributed among the Common Shares with respect to which the original Rights were
associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision, change, consolidation or issuance,
so that each such Common Share (or other capital stock) will have exactly one Right associated with it. |
For greater certainty, if the securities purchasable
upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the securities
that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, consolidation
or issuance would hold thereafter as a result of such dividend, subdivision, change, consolidation or issuance.
Adjustments made pursuant to this Section 2.3(a)
shall be made successively, whenever an event referred to in this Section 2.3(a) occurs.
If, after the Effective Date and prior to the
Expiration Time, the Corporation shall issue any shares of capital stock other than Common Shares in a transaction of a type described
in Subsections 2.3(a)(i) or 2.3(a)(iv), shares of such capital stock shall be treated herein as nearly equivalent to Common Shares as
may be practicable and appropriate under the circumstances and the Corporation and the Rights Agent agree to amend this Agreement in order
to effect such treatment.
If an event occurs which would require an adjustment
under both this Section 2.3 and Section 3.1, the adjustment provided for in this Section 2.3 shall be in addition to, and shall be made
prior to, any adjustment required under Section 3.1.
In the event the Corporation shall at any time
after the Effective Date and prior to the Separation Time issue any Common Shares otherwise than in a transaction referred to in this
Subsection 2.3(a), each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced
by the certificate representing such associated Common Share.
| (b) | In the event the Corporation shall at any time after the Effective Date and prior to the Separation Time
fix a record date for the issuance of rights, options or warrants (other than Rights) to all holders of Common Shares entitling them (for
a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or Convertible Securities
in respect of Common Shares) at a price per Common Share (or, in the case of a Convertible Security, having a conversion, exchange or
exercise price per share, including the price required to be paid to purchase such Convertible Security) less than the Market Price per
Common Share on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise
Price in effect immediately prior to such record date by a fraction: |
| (i) | the numerator of which shall be the number of Common Shares outstanding on such record date plus the number
of Common Shares that the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial
conversion, exchange or exercise price of the Convertible Securities, including the price required to be paid to purchase such Convertible
Securities) would purchase at such Market Price per Common Share; and |
| (ii) | the denominator of which shall be the number of Common Shares outstanding on such record date plus the
number of additional Common Shares to be offered for subscription or purchase (or into which the Convertible Securities so to be offered
are initially convertible, exchangeable or exercisable). |
In case such subscription price may be
paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent
and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record
date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the
expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had
not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares (or securities convertible into,
or exchangeable or exercisable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may
be.
For purposes of this Agreement, the granting
of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to any Dividend Reinvestment Plan or any employee
benefit, stock option or similar plans shall be deemed not to constitute an issue of rights, options or warrants by the Corporation; provided,
however, that, in the case of any Dividend Reinvestment Plan or share purchase plan, the right to purchase Common Shares is at a price
per share of not less than 90% of the current market price per share (determined as provided in such plans) of the Common Shares.
| (c) | In the event the Corporation shall at any time after the Effective Date and prior to the Separation Time
fix a record date for the making of a distribution to all holders of Common Shares (including any such distribution made in connection
with a merger or amalgamation) of evidences of indebtedness, cash (other than an annual cash dividend or a dividend paid in Common Shares,
but including any dividend payable in securities other than Common Shares), assets or rights, options or warrants (excluding rights, options
or warrants expiring within 45 calendar days after such record date) to purchase Common Shares or Convertible Securities in respect of
Common Shares, the Exercise Price in effect after such record date shall be equal to the Exercise Price in effect immediately prior to
such record date less the fair market value (as determined in good faith by the Board of Directors) of the portion of the evidences of
indebtedness, cash, assets, rights, options or warrants so to be distributed applicable to the securities purchasable upon exercise of
one Right. Such adjustment shall be made successively whenever such a record date is fixed. |
| (d) | Notwithstanding anything herein to the contrary, no adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least one per cent in the Exercise Price; provided, however, that any
adjustments which by reason of this Subsection 2.3(d) are not required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth of a share.
Any adjustment required by Section 2.3 shall be made as of: |
| (i) | the payment or effective date for the applicable dividend, subdivision, change, combination or issuance,
in the case of an adjustment made pursuant to Subsection 2.3(a); or |
| (ii) | the record date for the applicable dividend or distribution, the case of an adjustment made pursuant to
Subsection 2.3(b) or (c), subject to readjustment to reverse the same if such distribution shall not be made. |
| (e) | In the event the Corporation shall at any time after the Effective Date and prior to the Separation Time
issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital
stock, or securities convertible into or exchangeable for any such capital stock, in a transaction referred to in Subsection 2.3(a)(i)
or (iv) or Subsections 2.3(b) or (c), if the Board of Directors acting in good faith determines that the adjustments contemplated by Subsections
2.3(a), (b) and (c) in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board
of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise
of Rights would be appropriate and, notwithstanding Subsections 2.3(a), (b) and (c), such adjustments, rather than the adjustments contemplated
by Subsections 2.3(a), (b) and (c), shall be made. Subject to Subsections 5.4(b) and (c), the Corporation and the Rights Agent may, with
the prior approval of the holders of the Common Shares, amend this Agreement as appropriate to provide for such adjustments. |
| (f) | Each Right originally issued by the Corporation subsequent to any adjustment made to the Exercise Price
hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time
hereunder upon exercise of a Right immediately prior to such issue, all subject to further adjustment as provided herein. |
| (g) | Irrespective of any adjustment or change in the Exercise Price or the number of Common Shares issuable
upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Exercise Price
per Common Share and the number of Common Shares which were expressed in the initial Rights Certificates issued hereunder. |
| (h) | In any case in which this Section 2.3 shall require that an adjustment in the Exercise Price be made effective
as of a record date for a specified event, the Corporation may elect to defer until the occurrence of such event the issuance to the holder
of any Right exercised after such record date the number of Common Shares and other securities of the Corporation, if any, issuable upon
such exercise over and above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise
on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Corporation shall deliver to such holder
an appropriate instrument evidencing such holder’s right to receive such additional shares (fractional or otherwise) or other securities
upon the occurrence of the event requiring such adjustment. |
| (i) | Notwithstanding anything contained in this Section 2.3 to the contrary, the Corporation shall be entitled
to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the
extent that in their good faith judgment the Board of Directors shall determine to be advisable, in order that any: |
| (i) | consolidation or subdivision of Common Shares; |
| (ii) | issuance (wholly or in part for cash) of Common Shares or securities that by their terms are convertible
into or exchangeable for Common Shares; |
| (iv) | issuance of rights, options or warrants referred to in this Section 2.3, |
hereafter made by the Corporation to holders
of its Common Shares, subject to applicable taxation laws, shall not be taxable to such shareholders or shall subject such shareholders
to a lesser amount of tax.
| (j) | Whenever an adjustment to the Exercise Price is made pursuant to this Section 2.3, the Corporation shall: |
| (i) | promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting
for such adjustment; and |
| (ii) | promptly file with the Rights Agent and with each transfer agent for the Common Shares a copy of such
certificate and mail a brief summary thereof to each holder of Rights who requests a copy; |
Failure to file such certificate or to
cause such notice to be given as aforesaid, or any defect therein, shall not affect the validity of any such adjustment or change.
| 2.4 | Date on Which Exercise Is Effective |
Each Person in whose name any certificate for
Common Shares or other securities, if applicable, is issued upon the exercise of Rights shall for all purposes be deemed to have become
the absolute holder of record of the Common Shares or other securities, if applicable, represented thereon, and such certificate shall
be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with Subsection 2.2(d) (together
with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other
governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment
is a date upon which the Common Share transfer books of the Corporation are closed, such Person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Share transfer books
of the Corporation are open.
| 2.5 | Execution, Authentication, Delivery and Dating of Rights
Certificates |
| (a) | The Rights Certificates shall be executed on behalf of the Corporation by its Chair of the Board, Chief
Executive Officer, President, Chief Financial Officer or any Vice-President and by its Corporate Secretary or any Assistant Secretary
under the corporate seal of the Corporation reproduced thereon. The signature of any of these officers on the Rights Certificates may
be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper
officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such
offices either before or after the countersignature and delivery of such Rights Certificates. |
| (b) | Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent
of such Separation Time and will deliver Rights Certificates executed by the Corporation and disclosure statements describing the Rights
to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory
to the Corporation) and send such Rights Certificates and disclosure statements to the holders of the Rights pursuant to Subsection 2.2(c)
hereof. No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. |
| (c) | Each Rights Certificate shall be dated the date of countersignature thereof. |
| 2.6 | Registration, Transfer and Exchange |
| (a) | After the Separation Time, the Corporation will cause to be kept a register (the “Rights Register”)
in which, subject to such reasonable regulations as it may prescribe, the Corporation will provide for the registration and transfer of
Rights. The Rights Agent, at its office in the City of Toronto, is hereby appointed registrar for the Rights (the “Rights Registrar”)
for the purpose of maintaining the Rights Register for the Corporation and registering Rights and transfers of Rights as herein provided
and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights
Agent will have the right to examine the Rights Register at all reasonable times. |
| (b) | After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer
or exchange of any Rights Certificate, and subject to the provisions of Subsection 2.6(d), the Corporation will execute, and the Rights
Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the
holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates
so surrendered. |
| (c) | All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid
obligations of the Corporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered
upon such registration of transfer or exchange. |
| (d) | Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to the Corporation or the Rights Agent, as the case may be,
duly executed by the holder thereof or such holder’s attorney duly authorized in writing. As a condition to the issuance of any
new Rights Certificate under this Section 2.6, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Rights Agent)
connected therewith. |
| 2.7 | Mutilated, Destroyed, Lost and Stolen Rights Certificates |
| (a) | If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, the
Corporation shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing
the same number of Rights as did the Rights Certificate so surrendered. |
| (b) | If there shall be delivered to the Corporation and the Rights Agent prior to the Expiration Time: |
| (i) | evidence to their reasonable satisfaction of the destruction, loss or theft of any Rights Certificate;
and |
| (ii) | such security or indemnity as may be reasonably required by each of them in their sole discretion to save
each of them and any of their agents harmless, |
then, in the absence of notice to the
Corporation or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Corporation shall
execute and upon the Corporation’s request the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or
stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost
or stolen.
| (c) | As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Corporation may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith. |
| (d) | Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of any destroyed, lost or stolen
Rights Certificate shall evidence the contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Rights Certificate
shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with
any and all other Rights duly issued hereunder. |
| 2.8 | Persons Deemed Owners of Rights |
The Corporation, the Rights Agent and any agent
of the Corporation or the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Separation Time,
the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes
whatsoever. As used in this Agreement, unless the context otherwise requires, the term “holder” of any Right shall mean the
registered holder of such Right (or, prior to the Separation Time, of the associated Common Share).
| 2.9 | Delivery and Cancellation of Certificates |
All Rights Certificates surrendered upon exercise
or for redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Rights Agent, be delivered
to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Corporation may at any time deliver to the
Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Corporation may have
acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights
Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.9, except
as expressly permitted by this Agreement. The Rights Agent shall, subject to applicable laws, destroy all cancelled Rights Certificates
and, upon request of the Corporation, deliver a certificate of destruction to the Corporation.
| 2.10 | Agreement of Rights Holders |
Every holder of Rights, by accepting the same,
consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights:
| (a) | to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance
with the terms hereof, in respect of all Rights held; |
| (b) | that prior to the Separation Time, each Right will be transferable only together with, and will be transferred
by a transfer of, the associated Voting Share certificate representing such Right; |
| (c) | that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register
as provided herein; |
| (d) | that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated
Voting Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights
Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share
certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership
or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Corporation or the Rights
Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary; |
| (e) | that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares
or other securities upon exercise of a Right (except as provided herein); |
| (f) | that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting
Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from
time to time pursuant to and as provided herein; and |
| (g) | that notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights
Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations
under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order
promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation. |
| 2.11 | Rights Certificate Holder Not Deemed a Shareholder |
No holder, as such, of any Rights or Rights Certificate
shall be entitled to vote, receive dividends or be deemed for any purpose whatsoever the holder of any Common Share or any other share
or security of the Corporation which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything
contained herein or in any Rights Certificate be construed or deemed or confer upon the holder of any Right or Rights Certificate, as
such, any right, title, benefit or privilege of a holder of Common Shares or any other shares or securities of the Corporation or any
right to vote at any meeting of shareholders of the Corporation whether for the election of directors or otherwise or upon any matter
submitted to holders of Common Shares or any other shares of the Corporation at any meeting thereof, or to give or withhold consent to
any action of the Corporation, or to receive notice of any meeting or other action affecting any holder of Common Shares or any other
shares of the Corporation except as expressly provided herein, or to receive dividends, distributions or subscription rights, or otherwise,
until the Right or Rights evidenced by Rights Certificates shall have been duly exercised in accordance with the terms and provisions
hereof.
Article 3
ADJUSTMENTS TO THE RIGHTS
| (a) | Subject to Subsection 3.1(b) and Section 5.1, in the event that prior to the Expiration Time a Flip-in
Event shall occur, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition
Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares
having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for
an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment
provided for in Section 2.3 in the event that after such consummation or occurrence, an event of a type analogous to any of the events
described in Section 2.3 shall have occurred). |
| (b) | Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event,
any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: |
| (i) | an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly
or in concert with an Acquiring Person or any Affiliate or Associate of such other Person); or |
| (ii) | a transferee or other successor in title, directly or indirectly, (a “Transferee”)
of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert
with an Acquiring Person or any Affiliate or Associate of such other Person), where such Transferee becomes a transferee concurrently
with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors acting in good faith has determined
is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person
acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such other Person), that has the purpose or effect
of avoiding Subsection 3.1(b)(i), |
shall become null and void without any
further action, and any holder of such Rights (including any Transferee) shall thereafter have no right to exercise such Rights under
any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether
under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to
the Rights Agent upon exercise or for registration or transfer or exchange which does not contain the necessary certifications set forth
in the Rights Certificate establishing that such Rights are not null and void under this Subsection 3.1(b) shall be deemed to be an Acquiring
Person for the purposes of this Subsection 3.1 and such Rights shall become null and void.
| (c) | From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary
and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things
as may be required to satisfy the requirements of the OBCA, the Securities Act and the other applicable securities laws or comparable
legislation of each of the provinces and territories of Canada and in any other jurisdiction where the Corporation is subject to such
laws and the rules of the stock exchanges or quotation systems where the Common Shares are listed or quoted at such time in respect of
the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. |
| (d) | Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Subsection
3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement
or adjustment of any other Rights Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: |
The Rights represented by this Rights
Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms
are defined in the Shareholder Rights Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate
or Associate of such Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances
specified in Subsection 3.1(b) of the Shareholder Rights Agreement.
provided, however, that the Rights Agent
shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall impose
such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the
space provided on the Rights Certificate that such holder is not a Person described in such legend and provided further that the fact
that such legend does not appear on a certificate is not determinative of whether any Rights represented thereby are void under this Section.
Article 4
THE RIGHTS AGENT
| (a) | The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of
the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may
from time to time appoint such co-Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable. In the
event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as
the Corporation may determine with the approval of the Rights Agent and the Co-Rights Agent. The Corporation agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements reasonably incurred in the administration and execution of this Agreement and the exercise
and performance of its duties hereunder (including the fees and disbursements of any expert or advisor retained by the Rights Agent pursuant
to Section 4.3(a)). The Corporation also agrees to indemnify the Rights Agent, and its officers, directors, employees, affiliates and
agents for, and to hold it and them harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or
wilful misconduct on the part of the Rights Agent or such persons, for anything done or omitted by the Rights Agent or such persons in
connection with the acceptance and administration of this Agreement, including legal costs and expenses, which right to indemnification
will survive the termination of this Agreement and the resignation or removal of the Rights Agent. Any liability of the Rights Agent will
be limited in the aggregate to an amount equal to the annual fee paid by the Corporation pursuant to this Agreement. |
| (b) | The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken,
suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares,
Rights Certificate, certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to
be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. |
| (c) | The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially
affect the administration of this Agreement by the Rights Agent and, at any time upon request, shall provide to the Rights Agent an incumbency
certificate certifying the then current officers of the Corporation. |
| 4.2 | Merger, Amalgamation or Consolidation or Change of Name of
Rights Agent |
| (a) | Any corporation into which the Rights Agent may be merged or amalgamated or with which it may be consolidated,
or any corporation resulting from any merger, amalgamation, statutory arrangement or consolidation to which the Rights Agent is a party,
or any corporation succeeding to the shareholder or stockholder services business of the Rights Agent, will be the successor to the Rights
Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided
that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4 hereof. In case
at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned
but not delivered, any successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates
so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may
countersign such Rights Certificates in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in
all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement. |
| (b) | In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates
shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights
Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent
may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates
shall have the full force provided in the Rights Certificates and in this Agreement. |
| 4.3 | Duties of Rights Agent |
The Rights Agent undertakes the duties and obligations
imposed by this Agreement upon the following terms and conditions, all of which the Corporation and the holders of certificates for Common
Shares and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
| (a) | the Rights Agent may retain and consult with legal counsel (who may be legal counsel for the Corporation)
and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted
by it in good faith and in accordance with such opinion and the Rights Agent may also consult with such other experts as the Rights Agent
may reasonably consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the
expense of the Corporation) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert; |
| (b) | whenever in the performance of its duties under this Agreement, the Rights Agent deems it necessary or
desirable that any fact or matter be proved or established by the Corporation prior to taking or suffering any action hereunder, such
fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by a Person believed by the Rights Agent to be the Chair of the Board, Chief Executive Officer, President,
Chief Financial Officer, any Vice-President, Treasurer, Corporate Secretary or any Assistant Secretary of the Corporation and delivered
to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon such certificate; |
| (c) | the Rights Agent will be liable hereunder only for its own gross negligence, bad faith or wilful misconduct; |
| (d) | the Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained
in this Agreement or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof which countersignature
shall not be construed as a representation or warranty by the Rights Agent as to the validity of this Agreement or the Rights Certificate
(except the due certification thereof)), or be required to verify the same, but all such statements and recitals are and will be deemed
to have been made by the Corporation only; |
| (e) | the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or
the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the
validity or execution of any certificate for a Common Share or Rights Certificate (except its countersignature thereof, which countersignature
shall not be construed as a representation or warranty by the Rights Agent as to the validity of this Agreement or the Rights Certificate
(except the due certification thereof)); nor will it be responsible for any breach by the Corporation of any covenant or condition contained
in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including
the Rights becoming void pursuant to Subsection 3.1(b) hereof) or any adjustment required under the provisions of Section 2.3 hereof or
responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any
such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by Section 2.3 describing
any such adjustment or any written notice from the Corporation or any holder that a Person has become an Acquiring Person); nor will it
by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant
to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued
and delivered and fully paid and non-assessable; |
| (f) | the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed,
executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement; |
| (g) | the Rights Agent is hereby authorized and directed to accept instructions in writing with respect to the
performance of its duties hereunder from any individual believed by the Rights Agent to be the Chair of the Board, President, Chief Executive
Officer, Chief Financial Officer, any Vice-President, Treasurer, Corporate Secretary or any Assistant Secretary of the Corporation, and
to apply to such individuals for advice or instructions in connection with its duties, and it shall not be liable for any action taken
or suffered by it in good faith in accordance with instructions of any such individual. It is understood that instructions to the Rights
Agent shall, except where circumstances make it impractical or the Rights Agent otherwise agrees, be given in writing and, where not in
writing, such instructions shall be confirmed in writing as soon as practicable after the giving of such instructions; |
| (h) | the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent
may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction
in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as
though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity
for the Corporation or for any other legal entity; |
| (i) | the Rights Agent shall have no obligation to ensure or verify compliance with any applicable laws or regulatory
requirements on the issue, exercise or transfer of any Rights or Common Shares issuable upon the exercise thereof. The Rights Agent shall
be entitled to process all transfers and exercises of Rights upon the presumption that such transfers or exercises are permissible pursuant
to all applicable laws and regulatory requirements; |
| (j) | the Rights Agent shall have no obligation to ensure that the legends appearing on the Rights Certificates
or Common Shares comply with regulatory requirements or securities laws of any applicable jurisdiction; and |
| (k) | the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any
duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for
any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act,
default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof. |
| 4.4 | Change of Rights Agent |
The Rights Agent may resign and be discharged
from its duties under this Agreement upon 60 days’ notice (or such lesser notice as is acceptable to the Corporation) in writing
mailed to the Corporation and to each transfer agent of Common Shares by registered or certified mail and to the holders of Rights in
accordance with Section 5.9. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent
and to each transfer agent of the Common Shares by registered or certified mail and to the holders of Rights in accordance with Section
5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor
to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to
the Corporation the resigning Rights Agent (at the Corporation’s expense) or the holder of any Rights (which holder shall, with such notice,
submit such holder’s Rights Certificate, if any, for inspection by the Corporation), may apply, at the Corporation’s expense,
to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry
on the business of a trust company in the Province of Ontario. After appointment, the successor Rights Agent will be vested with the same
powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor
Rights Agent shall, upon payment in full of any outstanding amounts owing by the Corporation to the Rights Agent under this Agreement,
deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Corporation
will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice
thereof in writing to the holders of the Rights in accordance with Section 5.9. Failure to give any notice provided for in this Section
4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the
appointment of any successor Rights Agent, as the case may be.
| 4.5 | Compliance with Anti-Money Laundering Legislation |
The
Rights Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any
other reason, the Rights Agent reasonably determines that such an act might cause it to be in non-compliance with any applicable anti-money
laundering, anti-terrorist or economics sanctions legislation, regulation or guideline. Further, should the Rights Agent reasonably determine
at any time that its acting under this Agreement has resulted in it being in non-compliance with any applicable anti-money laundering,
anti-terrorist or economics sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 days’ prior
written notice to the Corporation, provided: (i) that the Rights Agent’s written notice shall describe the circumstances of such
non-compliance; and (ii) that if such circumstances are rectified to the Rights Agent’s satisfaction within such 10 day period,
then such resignation shall not be effective.
The
parties acknowledge that federal and/or provincial legislation that addresses the protection of individual’s personal information
(collectively, “Privacy Laws”) applies to obligations and activities under this Agreement. Despite any other provision
of this Agreement, neither party will take or direct any action that would contravene, or cause the other to contravene, applicable Privacy
Laws. The Corporation will, prior to transferring or causing to be transferred personal information to the Rights Agent, obtain and retain
required consents of the relevant individuals to the collection, use and disclosure of their personal information, or will have determined
that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Rights
Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.
Notwithstanding any other provision of this Agreement,
and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent shall not be liable under any circumstances whatsoever
for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c)
special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.
Article 5
MISCELLANEOUS
| (a) | The Board of Directors acting in good faith may, with the prior approval of the holders of Voting Shares
or of the holders of Rights given in accordance with Section 5.1(i) or (j), as the case may be, at any time prior to the occurrence of
a Flip-in Event as to which the application of Section 3.1 has not been waived pursuant to the provisions of this Section 5.1, elect to
redeem all but not less than all of the then outstanding Rights at a redemption price of $0.00001 per Right appropriately adjusted in
a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of
the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the “Redemption Price”). |
| (b) | The Board of Directors acting in good faith may, with the prior approval of the holders of Voting Shares
given in accordance with Section 5.1(i), determine, at any time prior to the occurrence of a Flip-in Event as to which the application
of Section 3.1 has not been waived pursuant to this Section 5.1, if such Flip-in Event would occur by reason of an acquisition of Voting
Shares otherwise than pursuant to a Take-over Bid made by means of a take-over bid circular to all holders of record of Voting Shares
and otherwise than in the circumstances set forth in Subsection 5.1(d), to waive the application of Section 3.1 to such Flip-in Event.
In the event that the Board of Directors proposes such a waiver, the Board of Directors shall extend the Separation Time to a date subsequent
to and not more than ten Business Days following the meeting of shareholders called to approve such waiver. |
| (c) | The Board of Directors acting in good faith may, until the occurrence of a Flip-in Event upon prior written
notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to such particular Flip-in Event provided that
the Flip-in Event would occur by reason of a Take-over Bid made by way of take-over bid circular sent to all holders of Voting Shares
(which for greater certainty shall not include the circumstances described in Subsection 5.1(d)); provided that if the Board of Directors
waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(c), the Board of Directors shall be
deemed to have waived the application of Section 3.1 to any other Flip-in Event subsequently occurring by reason of any Take-over Bid
which is made by means of a take-over bid circular to all holders of Voting Shares prior to the expiry of any Take-over Bid in respect
of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(c). |
| (d) | Notwithstanding the provisions of Subsections 5.1(b) and (c) hereof, upon written notice to the Rights
Agent, the Board of Directors may waive the application of Section 3.1 in respect of the occurrence of any Flip-in Event if the Board
of Directors has determined within ten Trading Days following a Stock Acquisition Date that a Person became an Acquiring Person by inadvertence
and without any intention to become, or knowledge that it would become, an Acquiring Person under this Agreement, and in the event such
waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to have occurred. Any such waiver pursuant
to this Subsection 5.1(d) must be on the condition that such Person, within 14 days after the foregoing determination by the Board of
Directors or such earlier or later date as the Board of Directors may determine (the “Disposition Date”), has reduced
its Beneficial Ownership of Voting Shares such that the Person is no longer an Acquiring Person. If the Person remains an Acquiring Person
at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock
Acquisition Date and Section 3.1 shall apply thereto. |
| (e) | The Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights
at the Redemption Price on the date that a Person which has made a Permitted Bid, a Competing Permitted Bid or a Take-over Bid in respect
of which the Board of Directors has waived, or is deemed to have waived, pursuant to Subsection 5.1(c) the application of Section 3.1,
takes up and pays for Voting Shares in connection with such Permitted Bid, Competing Permitted Bid or Take-over bid, as the case may be. |
| (f) | Where a Take-over Bid that is not a Permitted Bid is withdrawn or otherwise terminated after the Separation
Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights
at the Redemption Price. Upon the Rights being redeemed pursuant to this Subsection 5.1(f), all the provisions of this Agreement shall
continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder
of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the
Separation Time shall be deemed not to have occurred and the Corporation shall be deemed to have issued replacement Rights to the holders
of its then outstanding Common Shares. |
| (g) | If the Board of Directors elects or is deemed to have elected to redeem the Rights, and, in circumstances
in which Subsection 5.1(a) is applicable, such redemption is approved by the holders of Voting Shares or the holders of Rights in accordance
with Subsection 5.1(i) or (j), as the case may be, the right to exercise the Rights, will thereupon, without further action and without
notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. |
| (h) | Within ten Business Days after the Board of Directors elects or is deemed to elect to redeem the Rights
or if Subsection 5.1(a) is applicable within ten Business Days after the holders of Common Shares or the holders of Rights have approved
a redemption of Rights in accordance with Section 5.1(i) or (j), as the case may be, the Corporation shall give notice of redemption to
the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the registry
books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Voting Shares. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price will be made. The Corporation may not redeem, acquire or
purchase for value any Rights at any time in any manner other than specifically set forth in this Section 5.1 or in connection with the
purchase of Common Shares prior to the Separation Time. |
| (i) | If a redemption of Rights pursuant to Subsection 5.1(a) or a waiver of a Flip-in Event pursuant to Section
5.1(b) is proposed at any time prior to the Separation Time, such redemption or waiver shall be submitted for approval to the holders
of Voting Shares. Such approval shall be deemed to have been given if the redemption or waiver is approved by the affirmative vote of
a majority of the votes cast by Independent Shareholders represented in person or by proxy at a meeting of such holders duly held in accordance
with applicable laws and the Corporation’s by-laws. |
| (j) | If a redemption of Rights pursuant to Subsection 5.1(a) is proposed at any time after the Separation Time,
such redemption shall be submitted for approval to the holders of Rights. Such approval shall be deemed to have been given if the redemption
is approved by holders of Rights by a majority of the votes cast by the holders of Rights represented in person or by proxy at and entitled
to vote at a meeting of such holders. For the purposes hereof, each outstanding Right (other than Rights which are Beneficially Owned
by any Person referred to in Subsections (i) to (v) inclusive of the definition of Independent Shareholders) shall be entitled to one
vote, and the procedures for the calling, holding and conduct of the meeting shall be those, as nearly as may be, which are provided in
the Corporation’s by-laws and the OBCA, with respect to meetings of shareholders of the Corporation. |
| (k) | The Corporation shall not be obligated to make a payment of the Redemption Price to any holder of Rights
unless such holder is entitled to receive at least $10 in respect of all of the Rights held by such holder. |
No Person shall have any rights whatsoever pursuant
to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in Section 4.1 of this Agreement.
| 5.3 | Issuance of New Rights Certificates |
Notwithstanding any of the provisions of this
Agreement or the Rights to the contrary, the Corporation may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by the Board of Directors to reflect any adjustment or change in the number or kind or class of securities purchasable
upon exercise of Rights made in accordance with the provisions of this Agreement.
| 5.4 | Supplements and Amendments |
| (a) | The Corporation may, without the prior approval of the holders of Voting Shares or Rights, make amendments
to this Agreement: |
| (i) | to correct any clerical or typographical error; |
| (ii) | which are required to maintain the validity of this Agreement as a result of any change in any applicable
legislation or regulations or rules thereunder; or |
| (iii) | to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement, provided
that such action pursuant to this paragraph (iii) shall not adversely affect the interests of the holders of Voting Shares or Rights in
any material respect. |
Notwithstanding
anything in this Section 5.4 to the contrary, no such supplement or amendment shall be made to the provisions of Article 4 except
with the written concurrence of the Rights Agent to such supplement or amendment.
| (b) | Subject to Subsection 5.4(a), the Corporation may, with the prior approval of the holders of Voting Shares,
at any time before the Separation Time, supplement, amend, vary, rescind or delete any of the provisions of this Agreement and the Rights
(whether or not such action would materially adversely affect the interests of the holders of Rights generally). Any approval of the holders
of Voting Shares shall be deemed to have been given if the action requiring such approval is authorized by the affirmative vote of a majority
of the votes cast by Independent Shareholders present or represented at and entitled to be voted at a meeting of the holders of Voting
Shares duly called and held in compliance with applicable laws and the articles and by-laws of the Corporation. |
| (c) | Subject to Subsection 5.4(a), the Corporation may, with the prior approval of the holders of Rights, at
any time on or after the Separation Time, supplement, amend, vary, rescind or delete any of the provisions of this Agreement and the Rights
(whether or not such action would materially adversely affect the interests of the holders of Rights generally). Any approval of the holders
of Rights shall be deemed to have been given if the action requiring such approval is authorized by the affirmative votes of the holders
of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority of the
votes cast in respect thereof. For the purposes hereof, each outstanding Right (other than Rights which are void pursuant to the provisions
hereof) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those, as nearly
as may be, which are provided in the Corporation’s by-laws and the OBCA, with respect to meetings of shareholders of the Corporation. |
| (d) | Any amendments made by the Corporation to this Agreement pursuant to Subsection 5.4(a)(ii) shall: |
| (i) | if made before the Separation Time, be submitted to the shareholders of the Corporation at the next meeting
of shareholders and the shareholders may, by the majority referred to in Subsection 5.4(b), confirm or reject such amendment; |
| (ii) | if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called for
on a date not later than immediately following the next meeting of shareholders of the Corporation and the holders of Rights may, by resolution
passed by the majority referred to in Subsection 5.4(c), confirm or reject such amendment. |
Any such amendment shall be effective
from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected or until it ceases
to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed.
If such amendment is rejected by the shareholders or the holders of Rights or is not submitted to the shareholders or holders of Rights
as required, then such amendment shall cease to be effective from and after the termination of the meeting (or any adjournment of such
meeting) at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders
of Rights that should have been but was not held, and no subsequent resolution of the Board of Directors to amend this Agreement to substantially
the same effect shall be effective until confirmed by the shareholders or holders of Rights as the case may be.
| (e) | The Corporation shall give notice in writing to the Rights Agent of any supplement, amendment, deletion,
variation or rescission to this Agreement pursuant to this Section 5.4 within five Business Days of the date of any such supplement, amendment,
deletion, variation or rescission, provided that failure to give such notice, or any defect therein, shall not affect the validity of
any such supplement, amendment, deletion, variation or rescission. |
| (f) | Any amendment or supplement to this Agreement shall be subject to the receipt of any requisite approvals
or consent from any applicable regulatory authority including, without limitation, any necessary approvals of any stock exchange on which
the Common Shares are listed for trading. |
| 5.5 | Fractional Rights and Fractional Shares |
| (a) | The Corporation shall not be required to issue fractions of Rights or to distribute Rights Certificates
which evidence fractional Rights. After the Separation Time, in lieu of issuing fractional Rights, the Corporation shall pay to the holders
of record of the Rights Certificates (provided the Rights represented by such Rights Certificates are not void pursuant to the provisions
of Subsection 3.1(b), at the time such fractional Rights would otherwise be issuable), an amount in cash equal to the fraction of the
Market Price of one whole Right that the fraction of a Right that would otherwise be issuable is of one whole Right. |
| (b) | The Corporation shall not be required to issue fractions of Common Shares upon exercise of Rights or to
distribute certificates which evidence fractional Common Shares. In lieu of issuing fractional Common Shares, the Corporation shall pay
to the registered holders of Rights Certificates, at the time such Rights are exercised as herein provided, an amount in cash equal to
the fraction of the Market Price of one Common Share that the fraction of a Common Share that would otherwise be issuable upon the exercise
of such Right is of one whole Common Share at the date of such exercise. |
| (c) | The Rights Agent shall have no obligation to make any payments in lieu of issuing fractions of Rights
or Common Shares pursuant to paragraph (a) or (b) above, respectively, unless and until the Corporation shall have provided to the Rights
Agent the amount of cash to be paid in lieu of issuing such fractional Rights or Common Shares, as the case may be. |
Subject to the terms of this Agreement, all rights
of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders
of the Rights. Any holder of Rights, without the consent of the Rights Agent or of the holder of any other Rights, may, on such holder’s
own behalf and for such holder’s own benefit and the benefit of other holders of Rights enforce, and may institute and maintain
any suit, action or proceeding against the Corporation to enforce such holder’s right to exercise such holder’s Rights, or
Rights to which such holder is entitled, in the manner provided in such holder’s Rights Certificate and in this Agreement.
Without limiting the foregoing or any remedies
available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against
actual or threatened violations of the obligations of any Person subject to, this Agreement.
Any obligation of the Corporation or action or
event contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any governmental or regulatory
authority, including without limiting the generality of the foregoing, any necessary approvals of the Toronto Stock Exchange, or any other
applicable stock exchange or market or national securities quotation system. For greater certainty, unless advised in writing by the Corporation
to the contrary, the Rights Agent shall be entitled to assume that all such required approvals and consents have been obtained.
| 5.8 | Notice of Proposed Actions |
In case the Corporation shall propose after the
Separation Time and prior to the Expiration Time to effect or permit (in cases where the Corporation’s permission is required) any
Flip-in Event or to effect the liquidation, dissolution or winding up of the Corporation or the sale of all or substantially all of the
Corporation’s assets, then, in each such case, the Corporation shall give to each holder of a Right, in accordance with Section
5.9 hereof, a notice of such proposed action, which shall specify the date on which such Flip-in Event, liquidation, dissolution, or winding
up is to take place, and such notice shall be so given at least 20 Business Days prior to the date of taking of such proposed action by
the Corporation.
| (a) | Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or
by the holder of any Rights to or on the Corporation shall be sufficiently given or made if delivered, sent by registered or certified
mail, postage prepaid (until another address is filed in writing with the Rights Agent), or sent by email or other form of recorded electronic
communication, charges prepaid and confirmed in writing, as follows: |
Bitfarms Ltd.
c/o Peterson McVicar LLP
110 Yonge Street, Suite
1601
Toronto, Ontario M5C 1T4
Attention: Dennis Peterson
Email: [Personal Information Redacted]
| (b) | Notices or demands authorized or required by this Agreement to be given or made by the Corporation or
by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered, sent by registered or certified
mail, postage prepaid (until another address is filed in writing with the Corporation), or sent by email or other form of recorded electronic
communication, charges prepaid and confirmed in writing, as follows: |
TSX Trust Company
301 – 100 Adelaide Street West
Toronto, Ontario M5H 1S3
Attention: Vice President,
Trust Services
Email: [Personal Information Redacted]
| (c) | Notices or demands authorized or required by this Agreement to be given or made by the Corporation or
the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered or sent by first class mail, postage
prepaid, addressed to such holder at the address of such holder as it appears upon the register of the Rights Agent or, prior to the Separation
Time, on the register of the Corporation for its Common Shares. Any notice which is mailed or sent in the manner herein provided shall
be deemed given, whether or not the holder receives the notice. |
| (d) | Any notice given or made in accordance with this Section 5.9 shall be deemed to have been given and to
have been received on the day of delivery, if so delivered, on the third Business Day (excluding each day during which there exists any
general interruption of postal service due to strike, lockout or other cause) following the mailing thereof, if so mailed, and on the
day of telegraphing, telecopying or sending of the same by other means of recorded electronic communication (provided such sending is
during the normal business hours of the addressee on a Business Day and if not, on the first Business Day thereafter). Each of the Corporation
and the Rights Agent may from time to time change its address for notice by notice to the other given in the manner aforesaid. |
| 5.10 | Rights of Board and Corporation |
Without limiting the generality of the foregoing,
nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders
of Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution,
defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the holders
of Voting Shares) with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the
exercise of its fiduciary duties.
The Corporation agrees that if the Corporation
fails to fulfil any of its obligations pursuant to this Agreement, then the Corporation will reimburse the holder of any Rights for the
costs and expenses (including legal fees) incurred by such holder, on a solicitor and his or her own client basis, to enforce his or her
rights pursuant to any Rights or this Agreement.
All the covenants and provisions of this Agreement
by or for the benefit of the Corporation or the Rights Agent shall bind and enure to the benefit of their respective successors and assigns
hereunder.
| 5.13 | Benefits of this Agreement |
Nothing in this Agreement shall be construed to
give to any Person other than the Corporation, the Rights Agent and the holders of the Rights any legal or equitable right, remedy or
claim under this Agreement; further, this Agreement shall be for the sole and exclusive benefit of the Corporation, the Rights Agent and
the holders of the Rights.
This Agreement and each Right issued hereunder
shall be deemed to be a contract made under the laws of the Province of Ontario and for all purposes shall be governed by and construed
in accordance with the laws of such Province applicable to contracts to be made and performed entirely within such Province.
Les parties aux présentes ont exigé
que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en coulent soient redigés
en langue anglaise. The parties hereto have required that this Agreement and all documents and notices related thereto or resulting
therefrom be drawn up in English.
If any term or provision hereof or the application
thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be
ineffective only as to such jurisdiction and to the extent of such invalidity or unenforceability in such jurisdiction without invalidating
or rendering unenforceable or ineffective the remaining terms and provisions hereof in such jurisdiction or the application of such term
or provision in any other jurisdiction or to circumstances other than those as to which it is specifically held invalid or unenforceable.
This Agreement is effective and in full force
and effect in accordance with its terms and conditions from and after the Effective Date. If this Agreement is not confirmed by resolution
passed by a majority of the votes cast by the Independent Shareholders who vote in respect of such confirmation at a meeting of shareholders
to be held not later than six months from the Effective Date, then this Agreement and all outstanding Rights shall terminate and be void
and of no further force and effect on and from the date which is the earlier of (a) the date of termination of the meeting called to consider
the confirmation of this Agreement and (b) six months from the Effective Date.
This Agreement must be reconfirmed by a resolution
passed by a majority of the votes cast by Independent Shareholders who vote in respect of such reconfirmation at every third annual meeting
of the Corporation following the meeting at which this Agreement is confirmed. If this Agreement is not so reconfirmed or is not presented
for reconfirmation at such annual meeting, then this Agreement and all outstanding Rights shall terminate and be void and of no further
force and effect on and from the date of termination of the applicable annual meeting; provided that termination shall not occur if a
Flip-in Event has occurred (other than a Flip-in Event which has been waived) prior to the date upon which this Agreement would otherwise
terminate pursuant to this Section 5.18.
| 5.19 | Determinations and Actions by the Board of Directors |
All actions, calculations and determinations (including
all omissions with respect to the foregoing) which are done or made or approved by the Board of Directors in connection herewith, in good
faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.
| 5.20 | Declaration as to Non-Canadian Holders and Non-U.S. Holders |
If in the opinion of the Board of Directors (who
may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Corporation with
the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in
good faith shall take such actions as it may deem appropriate to ensure that such compliance is not required, including without limitation
establishing procedures for the issuance to a Canadian resident Fiduciary of Rights or securities issuable on exercise of Rights, the
holding thereof in trust for the Persons entitled thereto (but reserving to the Fiduciary or to the Fiduciary and the Corporation, as
the Corporation may determine, absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale,
if any, to the Persons entitled thereto. In no event shall the Corporation or the Rights Agent be required to issue or deliver Rights
or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada
or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for
such purposes.
Time shall be of the essence in this Agreement.
| 5.22 | Execution in Counterparts |
This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.
| |
BITFARMS LTD.
|
| |
By: |
“Brian Howlett” |
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|
Name: |
Brian Howlett |
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Title: |
Lead Director |
| |
TSX TRUST COMPANY |
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By: |
“Donald Crawford” |
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Name: |
Donald Crawford |
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|
Title: |
Senior Manager, Corporate Trust |
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By: |
“Nirosan Vinayakamoorthy” |
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Name: |
Nirosan Vinayakamoorthy |
| |
|
Title: |
Corporate Trust Officer |
ATTACHMENT 1
BITFARMS LTD.
SHAREHOLDER RIGHTS PLAN AGREEMENT
[Form of Rights Certificate]
| Certificate No. _____ |
_____ Rights |
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE CORPORATION, AND AMENDMENT OR TERMINATION ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON
OR CERTAIN RELATED PARTIES, OR TRANSFEREES OF AN ACQUIRING PERSON OR CERTAIN RELATED PARTIES, MAY BECOME VOID.
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 the Shareholder Rights Plan Agreement dated as of June 10, 2024, as the same may be amended or supplemented
from time to time (the “Shareholder Rights Agreement”), between Bitfarms Ltd., a corporation continued under the laws of the
Province of Ontario (the “Corporation”) and TSX Trust Company, a trust company existing under the laws of Canada (the “Rights
Agent”) (which term shall include any successor Rights Agent under the Shareholder Rights Agreement), to purchase from the Corporation
at any time after the Separation Time (as such term is defined in the Shareholder Rights Agreement) and prior to the Expiration Time (as
such term is defined in the Shareholder Rights Agreement), one fully paid common share of the Corporation (a “Common Share”)
at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise
(in the form provided hereinafter) duly executed and submitted to the Rights Agent, together with payment of the Exercise Price by certified
cheque, bank draft or money order payable to the Corporation, at the Rights Agent’s principal office in any of the city of Toronto.
Until adjustment thereof in certain events as provided in the Shareholder Rights Agreement, the Exercise Price shall be:
| (a) | until the Separation Time, an amount equal to three times the Market Price (as such term is defined in
the Shareholder Rights Agreement), from time to time, per Common Share; and |
| (b) | from and after the Separation Time, an amount equal to three times the Market Price, as at the Separation
Time, per Common Share. |
In certain circumstances described in the Shareholder
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 Shareholder
Rights Agreement.
This Rights Certificate is subject to all of the
terms and provisions of the Shareholder Rights Agreement, which terms and provisions are incorporated herein by reference and made a part
hereof and to which Shareholder 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 Shareholder Rights Agreement are on file at the registered office of the Corporation and are available upon request.
This Rights Certificate, with or without other
Rights Certificates, upon surrender at any 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 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 Shareholder Rights
Agreement, the Rights evidenced by this Rights Certificate may 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, but in lieu thereof a cash payment will be made, as provided in the Shareholder
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 upon the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder 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 Shareholder 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
officer of the Corporation.
Date: ___________________________
BITFARMS LTD.
By: _____________________________
Countersigned:
TSX TRUST COMPANY
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Rights 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, and does hereby irrevocably constitute and appoint _________________________________,
as attorney, to transfer the within Rights on the books of the Corporation, with full power of substitution.
| Dated: |
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Signature |
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(Please print name of Signatory) |
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.)
Such signature must be guaranteed by an Eligible Institution (see below)
An “Eligible Institution” means a
Canadian Schedule I chartered bank, 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 stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization
of Canada, members of the Financial Industry Regulatory Authority, Inc. or banks and trust companies in the United States.
……………………………………………………………………………....................…………………….......………………………………..…....
CERTIFICATE
(To be completed if true.)
The undersigned hereby represents, 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 never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly
or in concert therewith and are not issued with respect to Voting Shares underlying a Derivative Transaction described in the definition
of Beneficial Owner. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement.
|
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Signature |
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(Please print name of Signatory) |
……………………………………………………………………………....................…………………….......………………………………..…....
(To be attached to each Rights Certificate.)
FORM OF ELECTION TO EXERCISE
(To be executed by the registered holder if such
holder desires to exercise the Rights Certificate.)
TO: _______________________________________
The undersigned hereby irrevocably elects to exercise
_____________________________whole Rights represented by the attached Rights Certificate to purchase the Common 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:
(Name)
________________________________________________________________________________________________
(Address)
________________________________________________________________________________________________
(City and Province or State)
________________________________________________________________________________________________
Social Insurance Number or other taxpayer identification
number.
| Dated: |
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Signature |
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(Please print name of Signatory) |
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 or State)
________________________________________________________________________________________________
Social Insurance Number or other taxpayer identification
number.
| Dated: |
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Signature |
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(Please print name of Signatory) |
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.)
Such signature must be guaranteed by an Eligible Institution (see below)
An “Eligible Institution” means a
Canadian Schedule I chartered bank, 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 stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization
of Canada, members of the Financial Industry Regulatory Authority, Inc. or banks and trust companies in the United States.
……………………………………………………………………………....................…………………….......………………………………..………………………
CERTIFICATE
(To be completed if true.)
The undersigned hereby represents, 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 never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly
or in concert therewith and are not issued with respect to Voting Shares underlying a Derivative Transaction described in the definition
of Beneficial Owner. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement.
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Signature |
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(Please print name of Signatory) |
……………………………………………………………………………....................…………………….......………………………………..…....
(To be attached to each Rights Certificate.)
NOTICE
In the event the certification set forth above
in the Forms of Assignment and Election to Exercise is not completed, the Corporation will deem the Beneficial Owner of the Rights evidenced
by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Shareholder Rights Agreement).
No Rights Certificates shall be issued in exchange for a Rights Certificate owned or deemed to have been owned by an Acquiring Person
or an Affiliate or Associate thereof, or by a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate
thereof.
38
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