1. Share Rights and Restrictions: Detailed description of the rights attached to the shares being issued - include if new class of shares is being created

2. Tax Matters: Specific provisions dealing with tax implications - include if significant tax consequences exist

3. Security Release: Provisions for releasing any security associated with the debt - include if debt was secured

4. Shareholder Rights: Special rights granted to the converting creditor - include if creditor is receiving special shareholder rights

5. Multiple Creditor Provisions: Provisions governing relationship between multiple converting creditors - include if multiple creditors

6. Foreign Investment Provisions: Compliance with Investment Canada Act - include if foreign creditors involved

7. Board Nomination Rights: Rights to nominate directors - include if part of conversion terms

1. Schedule A - Debt Particulars: Detailed description of the debt being converted including principal, interest, and other amounts

2. Schedule B - Share Certificate Details: Form and content of share certificates to be issued

3. Schedule C - Conversion Calculations: Detailed calculations showing conversion ratio and share allocation

4. Schedule D - Required Corporate Resolutions: Form of corporate resolutions required to approve conversion

5. Schedule E - Release Documentation: Form of mutual release and discharge

6. Appendix 1 - Regulatory Approvals: List of required regulatory approvals and status

7. Appendix 2 - Share Rights: Detailed description of rights attached to shares being issued