Common use of Background and Interpretation Clause in Contracts

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 1, 2014 relating to the distribution of up to C$80,000,000 of common shares, warrants, subscription receipts, and units of the Company (the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Securities Commission (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces and territories of Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf PREP prospectus dated October 1November 5, 2014 2010 relating to the distribution of up to C$80,000,000 of common shares, warrants, subscription receipts, and units of the Company (the “Shelf Securities”) Shares pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf PREP prospectus relating to the distribution of the Shelf SecuritiesShares, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to the Canadian Securities Administrators’ National Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 – Shelf Distributions, the 103 - Post-Receipt Pricing (“Shelf ProceduresNI 44-103”). The British Columbia Manitoba Securities Commission (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than Québec British Columbia, Saskatchewan and Ontario (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 1April 28, 2014 2023, relating to the distribution of up to C$80,000,000 CAD$200,000,000 of common Common Shares, preferred shares, warrants, subscription receiptsreceipts convertible into Common Shares, preferred shares, warrants, and/or units, and units comprised of the Company Common Shares, preferred shares and/or warrants (collectively, the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan (the “Principal Regulator”) has and the Ontario Securities Commission have issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than British Columbia, Alberta, Manitoba, Ontario and Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 116, 2014 2013 relating to the distribution of up to C$80,000,000 US$150,000,000 of common sharesCommon Shares, warrants, subscription receipts, and units of the Company (the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - – Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Securities Commission Autorité des marchés financiers (Québec) (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than British Columbia, Alberta, Manitoba, Ontario and Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 1September 11, 2014 2012 relating to the distribution of up to C$80,000,000 US$100,000,000 of common shares, warrants, subscription receipts, and units of the Company (the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - 101—Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Securities Commission Autorité des marchés financiers (Québec) (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf PREP prospectus dated October 1September 24, 2014 2009 relating to the distribution of up to C$80,000,000 of common shares, warrants, subscription receipts, and units of the Company (the “Shelf Securities”) Shares pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf PREP prospectus relating to the distribution of the Shelf SecuritiesShares, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to the Canadian Securities Administrators’ National Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 – Shelf Distributions, the 103 - Post-Receipt Pricing (“Shelf ProceduresNI 44-103”). The British Columbia Ontario Securities Commission (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Securities Commissions”) in each of the provinces of Canada other than Canada, except Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 125, 2014 2022, relating to the distribution of up to C$80,000,000 US$100,000,000.00 in (i) Common Shares; (ii) senior and subordinated debt securities of common sharesthe Company, warrantsincluding convertible debt securities (collectively, “Debt Securities”); (iii) subscription receiptsreceipts (“Subscription Receipts”) exchangeable for Common Shares and/or other securities of the Company; (iv) warrants to purchase Common Shares or Debt Securities (“Warrants”); and (v) securities comprised of more than one of Common Shares, Debt Securities, Subscription Receipts and/or Warrants offered together as a unit (“Units”, and units of together with the Company (Common Shares, Debt Securities, Subscription Receipts and Warrants, the “Shelf Securities”) ), or any combination thereof pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Securities Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Ontario Securities Commission (the “Principal Regulator”) has is the principal regulator of the Company under the Passport System procedures provided for under MI 11-102 and NP 11-202 in respect of the Shelf Securities. The Principal Regulator issued a receipt on October 26, 2022, evidencing that a receipt has been issued on behalf of itself and the other Canadian Securities Commissions in the Qualifying Jurisdictions for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying JurisdictionsProspectus.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “"Canadian Commissions”") in each of the provinces of Canada other than Québec (collectively, the “"Qualifying Jurisdictions”") a preliminary short form base shelf prospectus dated October 1August 6, 2014 2021 relating to the distribution of up to C$80,000,000 US$150,000,000 of common sharesCommon Shares, warrants, debt securities, units comprised of Common Shares, warrants and/or debt securities, or subscription receipts, and units receipts exercisable for any of the Company foregoing (the “"Shelf Securities”") pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “"Canadian Securities Laws”") and in accordance with Multilateral Instrument 11-102 - Passport System (“"MI 11-102”") and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”)Jurisdictions. Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “"Canadian Preliminary Base Prospectus.” " The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – - Shelf DistributionsDistributions (collectively, the “"Shelf Procedures”"). The British Columbia Securities Commission (the “"Principal Regulator”") has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 1May 8, 2014 2020 (the “Initial Canadian Preliminary Base Shelf Prospectus”) relating to the distribution of up to C$80,000,000 175,000,000 of common shares, warrants, subscription receipts, and units debt securities, units, share purchase contracts, or any combination of such securities of the Company (the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) Laws and in accordance with Multilateral Instrument MI 11-102 - Passport System (“MI 11-102”) and National Policy NP 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102together, the “Passport System”). On May 26, 2020 the company prepared and filed a preliminary short form base shelf prospectus with the securities regulatory authorities in each of the territories of Canada relating to the distribution of up to C$175,000,000 in Shelf Securities pursuant to Canadian Securities Laws and in accordance with the Passport System, which prospectus was also filed with the securities regulatory authorities in each of the provinces of Canada as an amended and restated preliminary short form base shelf prospectus dated May 26, 2020 (the “Amended and Restated Canadian Preliminary Base Prospectus”). Such preliminary short form base shelf prospectus or amended and restated short form base shelf prospectus, as applicable, relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument NI 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Ontario Securities Commission (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than British Columbia, Alberta, Manitoba, Ontario and Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 1September 11, 2014 2012 relating to the distribution of up to C$80,000,000 US$100,000,000 of common shares, warrants, subscription receipts, and units of the Company (the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Securities Commission Autorité des marchés financiers (Québec) (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 131, 2014 2016 relating to the distribution of up to C$80,000,000 US$50,000,000 of common shares, warrants, subscription receipts, debt securities and units of the Company (the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Securities Commission (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.

Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 1March 28, 2014 relating to the distribution of up to C$80,000,000 US$100,000,000 of common shares, warrants, subscription receipts, preferred shares, units and units debt securities of the Company (the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Ontario Securities Commission (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.