Unsecured Convertible DebenturesREPORT UNDER PART 4 of NATIONAL INSTRUMENT 62-103 (“NI 62-103”) 1. Name and address of the eligible institutional investor: Luxor Capital Group, LP ("LCG") 1114 Avenue of the Americas 29 th Floor New York, New York 10036 USA 2.
The net increase or decrease in the number or principal amount of securities, and in the eligible institutional investor’s securityholding percentage in the class of securities, since the last report filed by the eligible institutional investor under Part 4 or the early warning requirements: LCG previously filed a report under NI 62-103 in respect of Argex Titanium Inc. (the “issuer”) dated October 10, 2013 disclosing security holdings of 22,710,783 common shares and 1,469,700 warrants owned by accounts and funds managed by LCG (the “Luxor Funds”), representing approximately 18.13% of the issued and outstanding common shares of the issuer (after adjusting for the exercise of the warrants). The net decrease in security holdings since the last report is 4,750,8321 common shares. Since the previously filed report, all the warrants were exercised, and LCG acquired CAD$2,000,000 principal amount of debentures convertible into approximately 1,754,000 common shares (the “Conversion Shares”), maturing on June 30, 2019, and bearing an interest rate of 8% per annum (the “Debentures”). The net decrease in security holding percentage is approximately 5.4% (after adjusting for the conversion of the Debentures). LCG exercises control or direction over the Debentures and an aggregate of 17,959,951 common shares, which together represent approximately 12.7% of the common shares (after adjusting for the conversion of the Debentures). 3. The designation and number or principal amount of securities and the eligible institutional investor's securityholding percentage in the class of securities at the end of the month for which the report is made: As at December 31, 2015, LCG exercised control or direction over the Debentures and 17,959,951 common shares owned by the Luxor Funds. LCG’s securityholding percentage of the issuer is approximately 12.7% (after adjusting for the conversion of the Debentures). LCG has control over but not ownership of the common shares. 1 Not including the conversion of the Debentures into Conversion Shares. Assuming conversion of the Debentures into Conversion Shares, the net decrease in security holdings since the last report is 2,996,832. - 2 - 4. The designation and number or principal amount of securities and the percentage of outstanding securities referred to in item 3 over which: (a) the eligible institutional investor, either alone or together with any joint actors, has ownership and control: Not applicable. (b) the eligible institutional investor, either alone or together with any joint actors, has ownership but control is held by other entities other than the eligible institutional investor or any joint actors: Not applicable. (c) the eligible institutional investor, either alone or together with any joint actors, has exclusive or shared control but does not have ownership: LCG exercises control or direction over the Debentures and 17,959,951 common shares of the issuer. LCG’s securityholding percentage of common shares of the issuer is approximately 12.7% (after adjusting for the conversion of the Debentures). The shares of the issuer were acquired by the Luxor Funds. LCG has control but not ownership of such shares. 5. The purpose of the eligible institutional investor and any joint actors in acquiring or disposing of ownership of, or control over, the securities, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer: LCG’s acquisitions were made in the ordinary course of business and were made for investment purposes. Neither LCG nor the Luxor Funds has made any determination with respect to future acquisitions of, ownership of, or control over, any additional shares. LCG and the Luxor Funds may in the future acquire additional shares or other convertible securities of the issuer in the market or through private or other transactions, sell all or some portion of the securities of the issuer they control or own, or enter into derivative or other transactions with respect to their shares of the issuer. 6. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the eligible institutional investor, or any joint actor, and the issuer of the securities or any other entity in connection with any transaction or occurrence resulting in the change in ownership or control giving rise to the report, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities: Not applicable. - 3 - 7. The names of any joint actors in connection with the disclosure required by this report: Not applicable. 8. If applicable, a description of any change in any material fact set out in a previous report by the eligible institutional investor under the early warning requirements or Part 4 in respect of the reporting issuer’s securities: Not applicable. 9. The eligible institutional investor’s interest in any related financial instrument involving a security of the reporting issuer that is not otherwise reflected in the current securityholding percentage of the eligible institutional investor, and the material terms of the related financial instrument: Not applicable. 10. LCG is eligible to file reports under Part 4 in respect of the reporting issuer. 11. The filing of this report is not an admission that an entity named in the report owns or controls any described securities or is a joint actor with another named entity. Dated this 11th day of January, 2016. Luxor Capital Group, LP Per: “Norris Nissim” Name: Norris Nissim Title: General Counsel Authorized Signing Officer