TERMS AND CONDITIONS OF GLOBAL BOND

1. The Bonds are issued with the benefit of and subject to a fiscal agency agreement dated for reference the ● day of ●, ● (as amended to the date of this Global Bond and as from time to time amended after the date hereof, the "Fiscal Agency Agreement") between the Issuer and ● as fiscal agent and registrar (the "Fiscal Agent", which term includes any successor fiscal agent and registrar). Copies of the Fiscal Agency Agreement and the form of this Global Bond are available for inspection at the principal corporate trust office of the Fiscal Agent in Vancouver, British Columbia (the "Vancouver Office") or, if the Fiscal Agent has designated in accordance with the Fiscal Agency Agreement a different office in Vancouver, British Columbia for such inspections, at the designated office. The Bonds and the Fiscal Agency Agreement will together constitute a contract, all the terms and conditions of which the registered holders of Bonds by acceptance of such Bonds are deemed to have notice thereof and to have assented thereto.

2. This Global Bond is registered in the name of the nominee of CDS Clearing and Depository Services Inc. ("CDS") and held by CDS. Beneficial interests in this Global Bond are represented through book-entry accounts, to be established and maintained by CDS, of financial institutions acting on behalf of beneficial owners as direct and indirect participants of CDS.

3. Except in limited circumstances, owners of beneficial interests in this Global Bond will not be entitled to have Bonds registered in their names and will not receive nor be entitled to receive certificated Bonds in definitive form. Neither the Issuer nor the Fiscal Agent will have any responsibility or liability for maintaining, supervising or reviewing any records of CDS relating to beneficial interests in this Global Bond or for any aspect of the records of CDS relating to payments made by CDS on account of such beneficial interests.

4. The Bonds shall constitute direct unsecured general obligations of the Issuer and rank concurrently and pari passu with all other unsecured notes, bonds, debentures and other like securities issued by the Issuer outstanding from time to time, other than notes, bonds, debentures and other like securities (if any) which are by their terms subordinated to the Bonds.

5. The Issuer reserves the right to appoint a replacement Fiscal Agent to act on behalf of the Issuer in respect of the Bonds, which replacement Fiscal Agent shall maintain an office in Vancouver, British Columbia. Notice of the appointment of a replacement Fiscal Agent shall be sufficient if given to registered holders of Bonds at least 30 days in advance of such appointment or, as long as the Bonds are represented by this Global Bond, such shorter period as may be agreed by CDS. However, any unintentional defect or failure in the giving of such notice shall not invalidate the appointment of the replacement Fiscal Agent. The Issuer reserves the right to act as its own fiscal agent and registrar at any time.

6. The Issuer and the Fiscal Agent may deem and treat the registered holder of the Bonds as the absolute owner for the purpose of receiving payments of principal and interest and for all other purposes notwithstanding any notice to the contrary.

7. The record date for purposes of payment of principal of and interest on the Bonds will be as of 5:00 p.m. (Vancouver time) on the sixteenth calendar day preceding the maturity date or any Interest Payment Date, as applicable. Principal of and interest on the Bonds are payable to the persons registered in the register on the relevant record date. The Fiscal Agent shall not be required to register any transfer or exchange of Bonds during the period from any record date to the corresponding payment date. Despite the foregoing provisions of this section, for so long as

the Bonds are represented by this Global Bond, payments of principal and interest on the Bonds will be paid to the registered holder entitled to such payments as determined in accordance with the regular procedures established from time to time by CDS and the Fiscal Agent.

8. All payments in respect of interest on the Bonds shall be made on each Interest Payment Date: (a) in the case of this Global Bond, in accordance with the regular procedures established

from time to time by CDS and the Fiscal Agent; or

(b) in the case of certificated Bonds in definitive form, by forwarding by post, or otherwise delivering, a cheque to the registered addresses of registered holders of definitive Bonds or, if the Issuer and the Fiscal Agent so agree, by otherwise transferring funds in respect of such interest to the credit of the registered holders of definitive Bonds.

9. Whenever it is necessary to compute any amount of interest in respect of the Bonds for a period of less than one full year, other than with respect to regular semi-annual interest payments, such interest shall be calculated on the basis of the actual number of days in the period and a year of 365 days.

10. Payments in respect of principal of and interest on the Bonds shall only be made on a day, other than a Saturday or a Sunday, on which financial institutions are open for normal business in Vancouver, British Columbia (a "Vancouver Business Day") and if any date for payment is not a Vancouver Business Day, payment shall be made on the next following Vancouver Business Day and no further interest shall be paid in respect of the delay in such payment.

11. Any notice to be given to the Issuer by a registered holder of any Bond shall be given to the Issuer by written notice from the registered holder lodged at the Vancouver Office of the Fiscal Agent. 12. The Bonds are not redeemable prior to maturity.

13. The Issuer may at any time and at any price purchase Bonds in the open market, by tender or by private contract and may at its option direct the Fiscal Agent to cancel any Bonds so purchased. 14. The Issuer may, without notice to or the consent of the registered holders of Bonds, from time to

time issue and sell additional bonds ranking pari passu with the Bonds in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such additional bonds or the first payment of interest following the issue date of such additional bonds), which additional bonds shall form a single series with the Bonds and shall have the same terms as to status or otherwise as the Bonds. Any additional bonds shall be issued with the benefit of and subject to the Fiscal Agency Agreement.

15. All notices to the registered holders of Bonds will be sufficient if sent by mail or by otherwise delivering a copy of such notice to the registered addresses of registered holders.

16. The Bonds are governed by, and shall be construed in accordance with, the laws of the Province of British Columbia.

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