Canadian Warrants

Symbol: UTC.WT
Cusip: 917912 11 5
Trading currency: Canadian
Designated market-maker: W.D. Latimer Co. Ltd.
Other markets: None

Additional information on the warrant offering may be found in the company's short-form prospectus dated Sept. 3, 2010, which is available at SEDAR. Capitalized terms used but not otherwise defined are as defined in the prospectus.

The company utilizes the book-based system administered by CDS Clearing and Depository Services Inc. with respect to shares and warrants. A holder of warrants may subscribe for a whole number of shares by instructing the CDS participant holding the subscriber's warrants to exercise all or a specified number of such warrants and forwarding the subscription price for each share subscribed for in accordance with the terms of the offering and the warrant indenture to the CDS participant which holds the subscriber's warrants. The subscription price is payable in Canadian funds by certified cheque, bank draft or money order drawn to the order of a CDS participant, by direct debit from the subscriber's brokerage account or, by electronic funds transfer or other similar payment mechanism. All payments must be forwarded to the appropriate office of the CDS participant. The entire subscription price for shares subscribed for must be paid at the time of subscription and must be received by the warrant agent prior to the date of the exercise of the warrants. Accordingly, a subscriber subscribing through a CDS participant must deliver its payment and instructions sufficiently in advance of the expiry date to allow the CDS participant to properly exercise the warrants on such subscriber's behalf. Shares will be issued on a fully paid basis only. Shares not issued prior to the closing of the record books on a distribution record date will not be eligible to receive the applicable distribution. Holders of warrants are encouraged to contact their broker or other CDS participants as each CDS participant may have an earlier cut-off time.

Each holder of warrants that subscribes for shares to which such holder is entitled pursuant to the basic subscription privilege may, at any time during the exercise period, subscribe for additional shares pursuant to the additional subscription privilege, if applicable, at a price equal to the subscription price for each additional share. Holders of warrants will not be required to fully exercise all of their warrants under the basic subscription privilege in order to be eligible for the additional subscription privilege. To apply for additional shares under the additional subscription privilege, a beneficial holder of warrants must forward their request to a CDS participant. Payment for additional shares, in the same manner as for shares, must accompany the request when it is delivered to the CDS participant. Payment in full of the subscription price must be received by the warrant agent prior to 5 p.m. (Toronto time) on the expiry date, failing which the subscriber's entitlement to such shares will terminate. Any excess funds will be returned by mail or credited to a subscriber's account with its CDS participant, without interest or deduction. Shares will be issued on a fully paid basis only. Shares not issued prior to the closing of the record books on a distribution record date will not be eligible to receive the applicable distribution. Holders of warrants are encouraged to contact their broker or other CDS participants as each CDS participant may have an earlier cut-off time.

The shares are not registered under the 1933 act. The offering is made in Canada and not in the United States. The offering is not, and under no circumstances is to be construed as, an offering of any shares for sale in the United States or an offering to or for the account or benefit of any U.S. person or a solicitation therein of an offer to buy any securities. Accordingly, the warrants may not be distributed to shareholders located in the United States, and no subscriptions will be accepted from any person, or their agent, who appears to be, or who the company has reason to believe is, resident in the United States.

It is expected that the CDS participant will, prior to the expiry date, attempt to sell for the U.S. shareholders the warrants allotable to such U.S. shareholders at the price or prices it determines in its discretion. Any proceeds received by the CDS participant with respect to such warrants are expected to be delivered by the CDS participant as soon as practicable to such U.S. shareholders.

Shareholders whose recorded addresses are outside of Canada, other than the U.S. shareholders, will be permitted to subscribe for Class C shares pursuant to the terms of the offering or, if they do not wish to exercise any of their warrants to subscribe for Class C shares, will be permitted to sell or otherwise transfer their warrants through a CDS participant provided that they represent to the company, and the company is otherwise satisfied, that the receipt by them of warrants and the issuance to them of Class C shares upon the exercise of the warrants will not: (i) be in violation of the laws of their jurisdiction of residence; (ii) require registration of warrants or Class C shares or the filing of a prospectus, registration statement or other similar document with respect thereto under the laws of their jurisdiction of residence; or (iii) require the company to comply with any continuing filing or reporting requirements or other similar requirements.

As soon as practicable following the exercise of a warrant, the company will pay a fee of 29 cents per warrant exercised to the CDS participant whose client is exercising the warrant and a fee of 19 cents per warrant exercised to Scotia Capital Inc. as dealer manager.

The warrants will be governed by the terms of a warrant indenture to be entered into on Sept. 16, 2010, between the company and Computershare Trust Company of Canada, as warrant agent. The warrant indenture provides for appropriate adjustments to the warrants in the event of stock dividends, subdivisions, consolidations and other forms of capital reorganization.