Common use of AGENT’S COMPENSATION Clause in Contracts

AGENT’S COMPENSATION. 4.1 In consideration of the services performed by the Agent under this Agreement, the Issuer will pay to the Agent, the Agent’s Commission equal to 7% of the gross proceeds received by the Issuer from the sale of the Units to Purchasers, payable in cash at the Closing or, in whole or in part, in Units of the Issuer at a deemed price equal to the Offering Price or, if not permitted by the Exchange, at the lowest price permitted by the Exchange. 4.2 In addition to payment of the Agent’s Commission, the Issuer will issue to the Agent at Closing that number of Agent’s Warrants equal to 7% of the aggregate number of Units sold to Purchasers under the Private Placement. Each Agent’s Warrant will entitle the holder to purchase one Agent’s Share at a price of $0.95. The Agent’s Warrants are exercisable in whole or in part at any time from the Closing Date until 5:00 p.m. (Vancouver time) on the date 24 months following the Closing Date. 4.3 The terms governing the Agent’s Warrants will be set out in the certificates representing the Agent’s Warrants, the form of which will be subject to the approval of the Issuer and the Agent, acting reasonably. The certificates representing the Agent’s Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Shares issued upon exercise of the Agent’s Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer’s common shares, the payment of stock dividends and the amalgamation of the Issuer. 4.4 The Issuer agrees not to place or have placed a U.S. securities law restrictive legend on the certificates representing the Agent’s Warrants and the Agent’s Shares. 4.5 The amounts paid to the Agent under this section are in addition to and not in substitution for any other commission or remuneration payable to the Agent by the Issuer under any other agreement or arrangement.

AGENT’S COMPENSATION. 4.1 5.1 In consideration of the services performed by the Agent under this Agreement, the Issuer will agrees to pay to the Agent on Closing a commission (the "Agent, the Agent’s Commission 's Commission") equal to 78% of the gross proceeds Offering Proceeds received by the Issuer from the sale of the Units Special Warrants to Purchasers, purchasers other than insiders and their respective affiliates and associates. The Agent's Commission payable on Closing will be paid in cash at the Closing or(in lawful Canadian currency), in whole or in part, in Units common shares of the Issuer at Issuer, or a deemed price equal combination of cash and common shares, as directed by the Agent the day before the Effective Date. If the Escrow Conditions are not met prior to the Offering Price orExpiry Time, if not permitted any part of the Agent's Commission which has been paid in cash shall be refunded by the Exchange, at Agent to the lowest price permitted by Issuer and shall be paid to the ExchangeTrustee. 4.2 5.2 In addition to payment of the Agent’s 's Commission, the Issuer will issue to the Agent at on Closing that the number of Agent’s 's Warrants equal to 710% of the aggregate total number of Units Special Warrants sold on the Closing to Purchasers under purchasers other than insiders and their respective affiliates and associates. 5.3 The Agent's Warrants will have the Private Placement. Each same terms and conditions as the Warrants, except that the Agent’s 's Warrants and Agent's Warrant Shares will entitle be registered in the holder to purchase one Agent’s Share at a name of the Agent (or such other party or parties as the Agent may reasonably request) and the exercise price of the Agent's Warrants will be $0.950.50 per Agent's Warrant Share. The Agent’s Warrants are exercisable in whole or in part at any time from the Closing Date until 5:00 p.m. (Vancouver time) on the date 24 months following the Closing Date. 4.3 The terms governing the Agent’s 's Warrants will be set out in the certificates representing the Agent’s 's Warrants, the form of which will be subject to the approval of the Issuer and the Agent, acting reasonably. 5.4 The Issuer will pay to the Agent a sponsorship and corporate finance fee in the amount of $35,000 (plus applicable taxes), in addition to the reimbursement of all expenses of the Agent as contemplated by section 16 hereof. The certificates representing Agent acknowledges the Agent’s Warrants will includereceipt of $17,500 plus GST advanced by the Issuer as of November 15, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Shares issued upon exercise of the Agent’s Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer’s common shares, the payment of stock dividends and the amalgamation of the Issuer2002. 4.4 5.5 The Issuer agrees not to place or have placed a U.S. securities law restrictive legend on the certificates representing any shares issued to the Agent as part of the Agent’s Warrants and 's Commission, the Agent’s 's Warrants or the Agent's Warrant Shares. 4.5 5.6 The balance of the fee payable under subsection 5.4 is payable upon the submission by the Agent to the Exchange of its final Sponsor Report in connection with the Transaction. 5.7 The amounts paid to the Agent under this section are in addition to and not in substitution for any other commission or remuneration payable to the Agent by the Issuer under any other agreement or arrangement.

AGENT’S COMPENSATION. 4.1 In consideration of the Agent's services performed by to be rendered to the Agent under Corporation in connection herewith, including, without limitation, soliciting offers to purchase the Special Warrants, acting as financial advisor to the Corporation in respect of the sale of the Special Warrants, preparation of relevant documentation including assisting the Corporation in connection with the preparation of the Offering Documents, performing administrative work in connection with such matters, and all other services arising out of this Agreement, the Issuer will Corporation agrees, subject to and upon the terms and conditions set out herein, to pay or cause to be paid to the Agent, Agent at the Agent’s Commission Time of Closing a fee equal to 78% of the amount of the aggregate gross proceeds received from the sale of Special Warrants to Purchasers pursuant to the Offering in Canada and to grant to the Agent non-assignable warrants (the "Agent's Warrants") to acquire, without payment of additional consideration, compensation options (the "Agent's Compensation Options"). The Agent's Compensation Options will entitle the Agent to purchase at $4.50 (U.S.) per Unit, at any time on or prior to 4:30 p.m. (Toronto time) 12 months following the Closing Date, a number of Units equal to 10% of the number of Special Warrants sold under the Offering in the aggregate, including any portion of the Offering sold in the United States notwithstanding that the Agent has not conducted any activity in furtherance of soliciting offers in the United States other than the identification of a duly registered U.S. broker to be retained by the Issuer Corporation to provide administrative services in the United States, and notwithstanding that any of such sales are made to persons on the President's List. The Agent's Warrants may be exercised into non- assignable Agent's Compensation Options during the period commencing at the Time of Closing on the Closing Date, and ending at the earlier of 4:30 p.m. (Toronto time) on the fifth (5th) Business Day following the Qualification Date and 12 months following the Closing Date. The Corporation shall use its commercial best efforts to qualify the Agent's Compensation Options issuable upon exercise of the Agent's Warrants under the Final Prospectus and to register the resale of the Unit Shares and the Warrant Shares underlying the Agent's Compensation Options under the U.S. Securities Laws for a period of not less than 3 years following the Closing Date. The parties confirm that in the event the Agent appoints other registered dealers ("Sub-Agents") to assist in the Offering, then such Sub-Agents shall be entitled to receive Agent's Warrants as part of their compensation whether directly registered in such Sub-Agents' names or assigned by the Agent to such Sub-Agent, on the same basis as the Agent is entitled to receive Agent's Warrants provided that the maximum number of Agent's Warrants, issued by the Corporation shall not exceed 10% of the Special Warrants sold under the Offering. 4.2 In connection with proceeds received from subscriptions by those persons identified on the President's List, the Agent shall be entitled, notwithstanding Section 4.1 but subject to the limitation hereinafter set forth, to an Agent's Fee equal to 4% of the amount of the aggregate gross proceeds, not to exceed U.S. $8,000,000, from the sale of the Units Special Warrants to PurchasersPurchasers identified on the President's List. To the extent the proceeds received from subscriptions by those persons identified on the President's List exceed $8,000,000, payable in cash at then the Closing orAgent, in whole or in part, in Units of the Issuer at a deemed price equal notwithstanding anything to the Offering Price or, if not permitted by the Exchange, at the lowest price permitted by the Exchange. contrary contained in Section 4.2 In addition or Section 4.3 shall be entitled to payment a fee of the Agent’s Commission, the Issuer will issue to the Agent at Closing that number of Agent’s Warrants equal to 78% of the aggregate number of Units sold to Purchasers under the Private Placement. Each Agent’s Warrant will entitle the holder to purchase one Agent’s Share at a price proceeds so received in excess of $0.95. The Agent’s Warrants are exercisable in whole or in part at any time from the Closing Date until 5:00 p.m. (Vancouver time) on the date 24 months following the Closing Date8,000,000. 4.3 With respect to the purchase of Special Warrants by U.S. Persons who are identified in writing to be on the President's List and notwithstanding that the Agent has not carried on any sales activities with respect thereto, the Agent shall be entitled to a fiscal advisory fee equal to 4% of the amount of the aggregate gross proceeds received by such person from the sale of the Special Warrants. The terms governing Corporation acknowledges and agrees that the Agent’s Warrants will be set out only purchases in the certificates representing United States of Special Warrants shall be by U.S. Persons who are identified in writing to be on the Agent’s Warrants, the form of which will be subject to the approval of the Issuer and the Agent, acting reasonably. The certificates representing the Agent’s Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Shares issued upon exercise of the Agent’s Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer’s common shares, the payment of stock dividends and the amalgamation of the IssuerPresident's List. 4.4 The Issuer agrees not fees payable to place or have placed a U.S. securities law restrictive legend on the certificates representing Agent pursuant to Sections 4.1, 4.2 and 4.3 are herein collectively referred to as the "Agent’s Warrants and the Agent’s Shares's Fee". 4.5 The amounts paid Corporation and the Agent acknowledge and agree that if a separate fee were to have been charged to the Corporation for the services described above pertaining to the distribution of the Special Warrants, such separate fee would represent more than 50% of the Agent's Fee, and the Agent further acknowledges and agrees that the Agent will rely on the foregoing in not charging G.S.T. on such fees. Should it be determined by Revenue Canada, Customs, Taxation and Excise that G.S.T. should have been charged and is otherwise exigible on all or any part of the Agent's Fee, the Corporation shall pay forthwith to the Agent under this section are in addition to and not in substitution for any other commission or remuneration payable on demand an amount equal to the Agent by G.S.T. determined to be exigible. 4.6 The maximum amount that the Issuer under any other agreement or arrangementCorporation shall be entitled to identify and denote as being on the President's List, in the aggregate, shall not exceed U.S. $8,000,000.

AGENT’S COMPENSATION. 4.1 In (a) As consideration for the Agents' services in connection with the issue and sale of the services performed by Offered Securities under the Agent under terms of this Agreement, the Issuer will Corporation agrees to: (i) pay to the Agent, the Agent’s Commission Agents a cash fee equal to 7the aggregate of 6.0% of the gross proceeds received by the Issuer from the sale of the Units Offered Securities the "Agents' Commission"), except that, in respect of gross proceeds from the sale of Subscription Receipts to purchasers designated by the Corporation in writing to the Agents at least three Business Days prior to the Closing Date and agreed to by the Agents (the "President's List Purchasers"), the Corporation shall pay to the Agents a financial advisory fee equal to 1.5% of the gross proceeds from the issuance and sale of Subscription Receipts to such President's List Purchasers, payable not including the proceeds from the issuance and sale of Subscription Receipts to President's List Purchasers who are persons in cash at the Closing orUnited States or are, in whole or in partare purchasing for the account or benefit of, in Units of U.S. Persons and are settling directly with the Issuer at a deemed price equal to the Offering Price orCorporation, if not permitted by any (the Exchange, at "Advisory Fee and together with the lowest price permitted by the Exchange. 4.2 In addition to payment of the Agent’s Agents' Commission, the Issuer will "Agents' Fee"); (ii) issue to the Agent at Closing that number of Agent’s Warrants Agents non-transferable broker warrants (the "Broker Warrants"), evidenced by a certificate in the form attached hereto as Schedule "E", equal to 76.0% of the aggregate number of Units Subscription Receipts sold pursuant to Purchasers under the Private PlacementOffering, except that, no Broker Warrants shall be issued to the Agents in respect of those sales to President's List Purchasers. Each Agent’s Broker Warrant will entitle shall be exercisable at the holder to purchase Issue Price into one Agent’s Broker Warrant Share at a price from and after the closing date of $0.95. The Agent’s Warrants are exercisable in whole or in part at any time from the Closing Date Business Combination until 5:00 p.m. (Vancouver time) on the such date that is 24 months following the Closing Date. 4.3 closing date of the Business Combination. The terms governing Agents acknowledge that the Agent’s Warrants will be set out in the certificates representing the Agent’s Broker Warrants, the form Subscription Receipts and the Common Shares have not been registered under the U.S. Securities Act or the securities laws of which will any state of the United States. In connection with the issuance of the Broker Warrants, each Agent represents, warrants and covenants that (i) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) this Agreement was executed and delivered outside the United States. Each Agent acknowledges and agrees that the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the approval U.S. Securities Act or the applicable securities laws of any state of the Issuer United States. (b) On the Closing Date, the Broker Warrants shall be delivered to the Agents and the Agent, acting reasonably. The certificates representing the Agent’s Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price 50% of the Agent’s Shares issued upon exercise of the Agent’s Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer’s common shares, the payment of stock dividends Agents' Fee and the amalgamation of the Issuer. 4.4 The Issuer agrees not to place or have placed a U.S. securities law restrictive legend on the certificates representing the Agent’s Warrants and the Agent’s Shares. 4.5 The amounts Additional Cash Compensation shall be paid to the Agents by Stifel GMP deducting such amount from the aggregate proceeds to be paid to the Subscription Receipt Agent under pursuant to Section 5 of this section Agreement and the terms of the Subscription Receipt Agreement. The balance of the Agents' Fee and the Additional Cash Compensation shall be paid shall be delivered, to the Agents on the Escrow Release Date. If the Escrow Release Date does not occur prior to the Escrow Deadline and the Escrowed Proceeds 44 are refunded to Purchasers, the unpaid balance of the Agents' Fee and the Additional Cash Compensation (which forms part of the Escrowed Proceeds) will not be earned and will not be payable by the Corporation. (c) Any commission or fee paid to anyone other than the Agents in addition to and not in substitution for connection with this Agreement (including without limitation any other financial advisor or finder in connection with President's List Purchasers), such commission or remuneration fee shall be for the Corporation's account and shall not reduce the amount payable to the Agent by the Issuer Agents under any other agreement or arrangementthis Agreement.

AGENT’S COMPENSATION. 4.1 5.1 In consideration of the Agents' services performed by to be rendered to the Agent under Corporation in connection with the Offering, including, without limitation, soliciting offers to purchase the Special Warrants, acting as financial advisor to the Corporation in respect of the sale of the Special Warrants, preparation of relevant documentation including assisting the Corporation in connection with the preparation of the Offering Documents, performing administrative work in connection with such matters, and all other services arising out of this Agency Agreement, the Issuer will Corporation agrees, subject to and upon the terms and conditions set out herein, to pay or cause to be paid to the Agent, Agents at the Agent’s Commission Time of Closing the following: (a) A fee (the "Agents' Fee") equal to 7% of the amount of the aggregate gross proceeds received by to the Issuer Corporation from the sale of Special Warrants to Purchasers pursuant to the Units Offering, which shall be paid to Purchasersthe Lead Agent, payable in cash at on behalf of the Closing orAgents, in whole or in part, in Units accordance with the following: (i) 6% of the Issuer Agents' Fee shall be paid directly to the Lead Agent as a management step-up fee; and (ii) after the amount in (i) above has been subtracted from the Agents' Fee, the remainder of the Agents' Fee will be divided as to 60% to the Lead Agent, as to 20% to Acumen Capital Finance Partners Limited and as to 20% to Paradigm Capital Inc. (b) In addition to (a) above and subject to regulatory approval, the Agents will receive special compensation options (the "SPECIAL COMPENSATION OPTIONS") to acquire, without payment of additional consideration, compensation options (the "COMPENSATION OPTIONS"). Subject to regulatory approval, the Compensation Options will, upon exercise, entitle the Agents to purchase at a deemed price per Unit that is equal to the Offering Price or, if not permitted by the Exchange, at the lowest price permitted by the Exchange. 4.2 In addition to payment of the Agent’s Commission, the Issuer will issue to the Agent at Closing that number of Agent’s Warrants equal to 7% of the aggregate number of Units sold to Purchasers under the Private Placement. Each Agent’s Warrant will entitle the holder to purchase one Agent’s Share at a price of $0.95. The Agent’s Warrants are exercisable in whole or in part each Special Warrant at any time from the Closing Date until 5:00 on or prior to 4:30 p.m. (Vancouver Toronto time) on the date 24 months following the Closing Date, a number of units, each comprised of one Common Share (collectively the "COMPENSATION OPTION SHARES") and one-half of one warrant (collectively the "COMPENSATION WARRANTS"), equal to 10% of the number of Special Warrants sold under the Offering in the aggregate, to be divided as to 60% to the Lead Agent, 20% to Acumen Capital Finance Partners Limited and 20% to Paradigm Capital Inc. Each whole Compensation Warrant will entitle the purchaser to acquire one Common Share (collectively the "COMPENSATION WARRANT SHARES") at $2.25 at any time on or before a date which is two years from the Closing Date. 4.3 The terms governing the Agent’s Warrants will be set out in the certificates representing the Agent’s Warrants(c) Subject to Applicable Securities Laws, the form of which will be subject Corporation shall use its commercially reasonable best efforts to qualify the approval resale of the Issuer and the Agent, acting reasonably. The certificates representing the Agent’s Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Shares issued Compensation Option issuable upon exercise of the Agent’s Special Compensation Options under the Final Prospectus. (d) In connection with the receipt hereunder of the Special Compensation Options and the issuance of the Compensation Options, Compensation Option Shares, Compensation Warrants and Compensation Warrant Shares (collectively with the Special Compensation Options, the "Compensation Securities"), each Agent hereby certifies, represents and warrants to the Corporation as follows, and acknowledges that the Corporation will be relying upon such certifications, representations and warranties in issuing the occurrence Compensation Securities: that (i) it is not a "U.S. person" (as defined in Regulation S under the 0000 Xxx) and is not subscribing for the Compensation Securities for the benefit of any U.S. person; (ii) it has no intention to distribute, either directly or indirectly, any of the Compensation Securities in the United States or to any U.S. person; (iii) it has not acquired and is not acquiring the Compensation Securities as a result of any "directed selling efforts" of any party (as defined in Regulation S) in the United States; (iv) the Compensation Securities are being or will be acquired by the holder for investment purposes for the holder's own account only and not for sale or with a view to distribution of all or any part of such Compensation Securities; (v) it has been informed that the Compensation Securities will be, when issued, "restricted securities" under the 1933 ACT and may not be resold or transferred unless first registered under the federal securities laws or unless an exemption from such registration is available with respect to a resale in the United States or in an "offshore transaction" (as such term is defined in Regulation S); (vi) it is prepared to hold the Compensation Securities for an indefinite period; (vii) it is aware that Rule 144 and Regulation S under the 1933 ACT permit limited public resales of securities acquired in nonpublic offerings, subject to the satisfaction of certain eventsconditions; (viii) it understands that Regulation S, including as currently in effect, allows resales in private and public transactions in certain circumstances, only in qualified offshore transactions and only when certain holding periods of at least one (1) year have been fulfilled; (ix) it understands that it may be precluded from selling any subdivision, consolidation or reclassification of the Issuer’s common sharesCompensation Securities under Rule 144 or Regulation S even if the holding periods have been satisfied either because the other conditions may not have been fulfilled or because markets for resales do not exist. 5.2 The Corporation and the Agents acknowledge and agree that in the event that the Corporation withdraws from or terminates the Offering as the result of entering into an alternative financing arrangement or a proposed or contemplated merger, amalgamation, reorganization, plan of arrangement, take-over bid or other similar transaction involving the Corporation or a sale of all or substantially all of the assets of the Corporation, the payment of stock dividends Corporation shall pay to the Agents the compensation outlined above in paragraph 5.1(a) that would be otherwise payable pursuant to the terms hereof. 5.3 The Corporation and the amalgamation Agents acknowledge and agree that if a separate fee were to have been charged to the Corporation for the services described above pertaining to the distribution of the IssuerSpecial Warrants, such separate fee would represent more than 50% of the Agents' Fee, and the Agents further acknowledge and agree that the Agents will rely on the foregoing in not charging G.S.T. on such fees. Should it be determined by Canada Customs and Revenue Agency that G.S.T. should have been charged on all or any part of the Agents' Fee, the Corporation shall pay to the Agents an amount equal to the G.S.T. determined to be exigible. 4.4 5.4 The Issuer agrees not to place or have placed a U.S. securities law restrictive legend on the certificates representing the Agent’s Warrants Corporation and the Agent’s Shares. 4.5 The amounts Agents acknowledge and agree that in the event the NASD, SEC or other regulatory authority determines that the aggregate or any portion of the compensation to be paid to the Agent Agents under this section are in addition Section 5 violates the NASD's Corporate Financing Rules, including without limitation, Rule 2710 of the NASD, the Agents will reduce the aggregate compensation to and not in substitution for any other commission or remuneration payable be paid to the Agent Agents hereunder to be in compliance with such Rules, and such reduced compensation shall be the compensation to be paid by the Issuer Corporation to the Agents hereunder. The Agents shall not be entitled to terminate this Agency Agreement as a result of limitations placed in the compensation to be paid to the Agents under any other agreement or arrangementthe NASD's Corporate Financing Rules.

AGENT’S COMPENSATION. 4.1 In consideration of the services performed by the Agent under this Agreement, the Issuer will pay to the Agent, Agent the Agent’s Commission equal to 78.0% of the gross proceeds received by the Issuer from the sale of the Units to Purchasers, payable at Closing in cash. 4.2 The Issuer will also pay to the Agent a corporate finance fee (the “Corporate Finance Fee”) of $20,000 plus HST, payable in cash at the Closing orClosing. 4.3 Subject to section 2.1 hereof, in whole or in part, in Units of the Issuer at a deemed price equal to the Offering Price or, if not permitted by the Exchange, at the lowest price permitted by the Exchange. 4.2 In addition to payment of the Agent’s CommissionCommission and the Corporate Finance Fee, the Issuer will issue to the Agent at Closing that number of Agent’s Warrants Compensation Options equal to 78.0% of the aggregate number of Units sold to Purchasers under the Private Placement. Each Agent’s Warrant Compensation Option will entitle the holder to purchase one Agent’s Share at a price of $0.950.50. The Agent’s Warrants Compensation Options are exercisable in whole or in part at any time from the Closing Date until 5:00 4 p.m. (Vancouver Toronto time) on the date 24 months following the Closing Date. 4.3 4.4 The terms governing the Agent’s Warrants Compensation Options will be set out in the certificates representing the Agent’s WarrantsCompensation Options, the form of which will be subject to the approval of the Issuer and the Agent, acting reasonably. The certificates representing the Agent’s Warrants Compensation Options will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Shares issued upon exercise of the Agent’s Warrants Compensation Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer’s common shares, the payment of stock dividends and the amalgamation of the Issuer. 4.4 The Issuer agrees not to place or have placed a U.S. securities law restrictive legend on the certificates representing the Agent’s Warrants and the Agent’s Shares. 4.5 The amounts paid to the Agent under this section are in addition to and not in substitution for any other commission or remuneration payable to the Agent by the Issuer under any other agreement or arrangement. 4.6 The Agent acknowledges that the Compensation Options and Agent’s Shares will be subject to a "hold period" under Rule 144 under the U.S. Securities Act and possibly other resale restrictions under applicable securities legislation, including applicable Canadian securities legislation, and the policies of the SEC and may not be resold until the expiry of such hold periods except in accordance with limited exemptions under applicable securities legislation and regulatory policies and that the Issuer may cause a legend to such effect to be placed on the certificates representing the Compensation Options and the Agent’s Shares. Except as set forth herein, the Agent acknowledges that it is aware that until the expiry of all such hold periods and resale restrictions, (i) the Compensation Options and Agent’s Shares cannot be traded through the facilities of stock exchanges, including the Exchange, since the certificate is not freely transferable and consequently is not "good delivery" in settlement of transactions on such exchanges; and (ii) any such exchanges would deem the selling security holder to be responsible for any loss incurred on a sale made by it in the Compensation Options or Agent’s Shares. 4.7 The Agent acknowledges that the Compensation Options may not be exercised by or for the account or benefit of a U.S. Person or a person in the United States, including the Agent’s U.S. affiliates, unless the Compensation Options and the Agent’s Shares issuable upon exercise of the Compensation Options are registered under the U.S. Securities Act and the securities laws of all applicable states or an exemption is available from the registration requirements of such laws.

AGENT’S COMPENSATION. 4.1 5.1 In consideration of the services performed by the Agent Agents under this Agreement, the Issuer will pay to the AgentAgents, on the Closing and on satisfaction of the conditions specified by Section 10, the Agent’s Agents’ Commission equal to 76% of the gross proceeds received by the Issuer from the sale of FT Shares and Units under the Units to Purchasers, Offering. The Agents’ Commission will be payable in cash at the Closing orLead Agents’ option in cash, in whole or in part, in Units of the Issuer Agents’ Shares at a deemed price equal to the Offering Price orof $0.60 per Agents’ Share, if not permitted by the Exchange, at the lowest price permitted by the Exchangeor partly in cash and Agents’ Shares. 4.2 5.2 In addition to payment of the Agent’s Agents’ Commission, the Issuer will issue to the Agent at Agents on the Closing and upon satisfaction of the conditions specified by Section 10, that number of Agent’s Agents’ Warrants as is equal to 76% of the aggregate number of FT Shares and Units sold to Purchasers under the Private PlacementOffering. Each Agent’s Agents’ Warrant will entitle the holder holder, on exercise, to purchase one Agent’s Agents’ Warrant Share for a period of two years from the date of issuance of the Agents’ Warrants at a price of $0.95. The Agent’s Warrants are exercisable in whole or in part at any time from the Closing Date until 5:00 p.m. (Vancouver time) on the date 24 months following the Closing Date0.94. 4.3 5.3 The terms governing the Agent’s Agents’ Warrants will be set out in the certificates representing the Agent’s Warrants, Agents’ Warrants the form of which will be subject to the approval of the Issuer and the AgentAgents, acting reasonably. The certificates representing the Agent’s Agents’ Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Agents’ Warrant Shares issued upon exercise of the Agent’s Warrants Agents’ Warrants, upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer’s common shares, the payment of stock dividends and the amalgamation of the Issuer. 4.4 The 5.4 Provided that such Agents’ Securities are issued to the Agents in accordance with Rule 903 of Regulation S, and that the Issuer is a Foreign Issuer at the time of issuance, and that the representations, warranties and covenants of the Agents in Sections 14.2(c) and (f) and Section 14.3 are true and correct at the time of issuance, the Issuer agrees not to place or have placed a U.S. securities law restrictive transfer legend on the certificates representing the Agent’s Warrants and the Agent’s SharesAgents’ Securities. 4.5 5.5 The amounts paid to the Agent Agents under this section are in addition to and not in substitution for any other commission or remuneration payable to the Agent Agents by the Issuer under any other agreement or arrangement.

AGENT’S COMPENSATION. 4.1 In consideration of the services performed by the Agent Agents and U.S. Placement Agents under this Agreement, the Issuer will pay to the AgentAgents, and to the Agent’s Agents on behalf of their respective U.S. Placement Agents, in cash at Closing the Agents’ Commission equal to 76.0% of the gross proceeds received by the Issuer from the sale of the Units to Purchasers, payable in cash at the Closing or, in whole or in part, in Units of the Issuer at a deemed price equal to the Offering Price or, if not permitted by the Exchange, at the lowest price permitted by the ExchangeUnits. 4.2 In addition to payment of the Agent’s CommissionAgents’ Commission and in consideration of the Agents managing the Private Placement, the Issuer will issue to the Agent Agents at Closing that number of Agent’s Broker Warrants equal to 76.0% of the aggregate number of Units sold to Purchasers under the Private Placement. Each Agent’s Broker Warrant will entitle the holder Agents to purchase one Agent’s Broker Warrant Share at a price of $0.955.25 per share. The Agent’s Broker Warrants are non-transferable and exercisable in whole or in part at any time from the Closing Date until 5:00 prior to 4:30 p.m. (Vancouver time) on the date that is 24 months following from the Closing Date. 4.3 The terms governing the Agent’s Broker Warrants will be set out in the certificates representing the Agent’s Broker Warrants, the form of which will be subject to the approval of the Issuer and the AgentAgents, acting reasonably. The certificates representing the Agent’s Broker Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the Agent’s Broker Warrant Shares issued issuable upon exercise of the Agent’s Broker Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer’s common shares, the payment of stock dividends and the amalgamation of the Issuer. 4.4 The Provided that the Broker Warrants and the Broker Warrant Shares are issued to the Agents in accordance with Rule 903 of Regulation S, and the Issuer is a Foreign Issuer with no Substantial U.S. Market Interest in such securities at the time of issuance, the Issuer agrees not to place or have placed a U.S. securities law restrictive legend on the certificates representing the Agent’s Broker Warrants and or the Agent’s Broker Warrant Shares. 4.5 The amounts paid to the Agent Agents under this section are in addition to and not in substitution for any other commission or remuneration payable to the Agent Agents by the Issuer under any other agreement or arrangementarrangement unrelated to the Private Placement.

AGENT’S COMPENSATION. 4.1 (a) In consideration of for the services performed rendered by the Agent under this Agreementhereunder, the Issuer Company will pay a cash commission (the "Commission") at Closing to the Agent, the Agent’s Commission Agent equal to 75.0% of the gross proceeds received by the Issuer from the sale of the Units Special Warrants sold pursuant to Purchasersthe Offering, payable in cash at the Closing or, in whole or in part, in Units including any proceeds received pursuant to any exercise of the Issuer at Over-Allotment Option but excluding any gross proceeds raised from certain Purchasers identified on the Company's president's list (the "President's List Purchasers"), as well as a deemed price equal to work fee of $30,000 (the Offering Price or, if not permitted by the Exchange, at the lowest price permitted by the Exchange"Work Fee"). 4.2 (b) In addition to payment of the Agent’s Commission, the Issuer will Company agrees to issue and deliver to the Agent at Closing that number of Agent’s Warrants non-transferable warrants of the Company (the "Compensation Options") as is equal to 75.0% of the aggregate number Special Warrants sold under the Offering, including any Additional Special Warrants issued pursuant to any exercise of Units the Over-Allotment Option but excluding any Special Warrants sold to Purchasers under President's List Purchasers. Each Compensation Option is exercisable for the Private Placementpurchase of one unit of the Company (an "Agent's Unit") at an exercise price of $1.05 per Agent's Unit for a period of 24 months from the Closing Date. Each Agent’s 's Unit consists of one Common Share (an "Agent's Share") and one-half of one common share purchase warrant (each whole warrant, an "Agent's Warrant"). Each Agent's Warrant is exercisable for the purchase of one Common Share (an "Agent's Warrant Share") at an exercise price of $1.35 per Agent's Warrant Share for a period of 24 months from the Closing Date. In the event a receipt for the Final Prospectus has not been issued on or before the date that is 120 days following the Closing Date, each unexercised Compensation Option will thereafter entitle the holder to receive, for no additional consideration and without any action on the part of the holder thereof, an additional 0.10 Agent's Units (each ten such 0.10 Agent's Units, an "Agent's Penalty Unit") upon the due exercise of the Compensation Options, provided, however, that any fractional entitlement to an Agent's Penalty Unit will be rounded down to the nearest whole Agent's Penalty Unit. (c) As additional consideration for the advisory services rendered by the Agent in connection with the Offering, the Company shall, at the Closing Time, pay to the Agent an advisory fee (the "Advisory Fee" and collectively with the Commission and the Work Fee, the "Closing Fees") equal to 2.0% of the gross proceeds from the sale of the Special Warrants sold pursuant to the Offering, including any proceeds received pursuant to any exercise of the Over-Allotment Option and to issue and deliver to the Agent that number of non-transferable warrants of the Company (the "Advisory Options") as is equal to 2.0% of the Special Warrants sold under the Offering, including any Additional Special Warrants issued pursuant to any exercise of the Over-Allotment Option. Each Advisory Option is exercisable for the purchase of one Agent’s Share 's Unit at a an exercise price of $0.95. The 1.05 per Agent’s Warrants are exercisable in whole or in part at any time 's Unit for a period of 24 months from the Closing Date until 5:00 p.m. (Vancouver time) Date. In the event a receipt for the Final Prospectus has not been issued on or before the date 24 months that is 120 days following the Closing Date, each unexercised Advisory Option will thereafter entitle the holder to receive, for no additional consideration and without any action on the part of the holder thereof, an additional 0.10 of an Agent's Penalty Unit upon the due exercise of the Advisory Options, provided, however, that any fractional entitlement to an Agent's Penalty Unit will be rounded down to the nearest whole Agent's Penalty Unit. 4.3 (d) The terms governing the Agent’s Warrants will be set out in Company covenants that the certificates representing the Agent’s Warrants, the form of which will be subject to the approval of the Issuer Compensation Options and the Agent, acting reasonably. The certificates representing the Agent’s Warrants will includeAdvisory Options will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent’s Shares issued 's Units issuable upon exercise of the Agent’s Warrants Compensation Options and the Advisory Options upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer’s common shares, Common Shares and the payment of stock dividends and the amalgamation of the Issuerwith respect thereto. 4.4 The Issuer agrees not to place or have placed a U.S. securities law restrictive legend on the certificates representing the Agent’s Warrants and the Agent’s Shares. 4.5 The amounts paid to the Agent under this section are in addition to and not in substitution for any other commission or remuneration payable to the Agent by the Issuer under any other agreement or arrangement.