Common use of Background and Interpretation Clause in Contracts

Background and Interpretation. (1) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) the Registration Statement (as defined in Section 1(3)) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), which became effective pursuant to Rule 461 under the Securities Act on May 5, 2016 (the “Effective Date”), for the registration under the Securities Act of up to US$100,000,000 of common shares, warrants, rights, subscription receipts, preferred shares, debt securities and units of the Company, including the Units. At the time of the filing of the Registration Statement, the Company met the requirements of Form S-3 under the Securities Act. Any reference in this Agreement to the Registration Statement, the U.S. Base Prospectus (as defined in Section 1(3)) or the U.S. Prospectus Supplement (as defined in Section 1(3)) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the United States Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), on or before the date of this Agreement, or the issue date of the U.S. Base Prospectus or the U.S. Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Time of Sale Prospectus (as defined in Section 1(3)) or the U.S. Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, deemed to be incorporated therein by reference or is otherwise deemed to be a part of or included therein, as the case may be, by the Securities Act. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Time of Sale Prospectus (as hereinafter defined) or the U.S. Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference or is otherwise deemed to be a part of or included in the Registration Statement, the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, by the Securities Act. No stop order suspending the effectiveness of the Registration Statement or the use of the U.S. Prospectus has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the SEC. The Company will not, without the prior consent of the Co-Lead Underwriters, prepare, use or refer to, any free writing prospectus.

Background and Interpretation. (1) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) the Registration Statement (as defined in Section 1(3)) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), which became effective pursuant to Rule 461 under the Securities Act on May 5August 15, 2016 2014 (the “Effective Date”), for the registration under the Securities Act of up to US$100,000,000 50,000,000 of common shares, warrants, rights, subscription receipts, preferred shares, debt securities receipts and units of the Company, including the Units. At the time of the filing of the Registration StatementStatement and at the time of the filing of each Annual Report on Form 10-K filed thereafter, the Company met the requirements of Form S-3 under the Securities Act. Any reference in this Agreement to the Registration Statement, the U.S. Base Prospectus (as defined in Section 1(3)) or the U.S. Prospectus Supplement (as defined in Section 1(3)) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the United States Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), on or before the date of this Agreement, or the issue date of the U.S. Base Prospectus or the U.S. Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Time of Sale Prospectus (as defined in Section 1(3)) or the U.S. Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, deemed to be incorporated therein by reference or is otherwise deemed to be a part of or included therein, as the case may be, by the Securities Act. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Time of Sale Prospectus (as hereinafter defined) or the U.S. Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference or is otherwise deemed to be a part of or included in the Registration Statement, the Time of Sale Prospectus or the U.S. ProspectusProspectus , as the case may be, by the Securities Act. No stop order suspending the effectiveness of the Registration Statement or the use of the U.S. Prospectus has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the SEC. The Company will not, without the prior consent of the Co-Lead Underwriters, prepare, use or refer to, any free writing prospectus.

Background and Interpretation. (1) The Company has filed with the United States Securities and Exchange Commission (the “SECCommission”) the Registration Statement (as defined in Section 1(3)hereinafter defined) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), which became effective pursuant to Rule 461 under the Securities Act on May 513, 2016 (the “Effective Date”), for the registration under the Securities Act of up to US$100,000,000 70,000,000 of common shares, warrants, rights, subscription receipts, preferred shares, debt securities warrants and units of the Company, including the UnitsSecurities. At the time of the filing of the Registration Statement, the Company met the requirements of Form S-3 under the Securities Act. Any reference in this Agreement to the Registration Statement, the U.S. Base Prospectus (as defined in Section 1(3)) or the U.S. Prospectus Supplement (as defined in Section 1(3)) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the United States Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), on or before the date of this Agreement, or the issue date of the U.S. Base Prospectus or the U.S. Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the U.S. Preliminary Prospectus, the Time of Sale Prospectus (as defined in Section 1(3)) or the U.S. Prospectus shall be deemed to refer to and include the filing of any document under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of this Agreement, or the issue date of the U.S. Preliminary Prospectus, the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, deemed to be incorporated therein by reference or is otherwise deemed to be a part of or included therein, as the case may be, by the Securities Act. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the U.S. Preliminary Prospectus, the Time of Sale Prospectus (as hereinafter defined) or the U.S. Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference or is otherwise deemed to be a part of or included in the Registration Statement, the U.S. Preliminary Prospectus, the Time of Sale Prospectus or the U.S. ProspectusProspectus , as the case may be, by the Securities Act. No stop order suspending the effectiveness of the Registration Statement or the use of the U.S. Prospectus has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the SECCommission. The Company will not, without the prior consent of the Co-Lead UnderwritersUnderwriter, prepare, use or refer to, any free writing prospectus.

Background and Interpretation. (1) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) the Registration Statement (as defined in Section 1(3)) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), which became effective pursuant to Rule 461 under the Securities Act on May 5June 24, 2016 2020 (the “Effective Date”), for the registration under the Securities Act of up to US$100,000,000 $25,000,000 of common shares, warrants, rights, subscription receipts, preferred shares, debt securities receipts and units of the Company, including the Units and the securities underlying the Units. At the time of the filing of the Registration StatementStatement and at the time of the filing of each Annual Report on Form 10-K filed thereafter, the Company met the requirements of Form S-3 under the Securities Act. Any reference in this Agreement to the Registration Statement, the U.S. Base Prospectus (as defined in Section 1(3)), the U.S. Preliminary Prospectus (as defined in Section 1(3)) or the U.S. Prospectus Supplement (as defined in Section 1(3)) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the United States Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), on or before the date of this Agreement, or the issue date of the U.S. Base Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Time of Sale Prospectus (as defined in Section 1(3)) or the U.S. Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, deemed to be incorporated therein by reference or is otherwise deemed to be a part of or included therein, as the case may be, by the Securities Act. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Time of Sale Prospectus (as hereinafter defined) or the U.S. Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference or is otherwise deemed to be a part of or included in the Registration Statement, the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, by under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or the use of the U.S. Preliminary Prospectus or the U.S. Prospectus has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the SEC. The Company will not, without the prior consent of the Co-Lead UnderwritersRepresentative, prepare, use or refer to, any free writing prospectus.

Background and Interpretation. (1a) The Company has prepared and filed with the United States U.S. Securities and Exchange Commission (the “SEC”"Commission") a shelf registration statement on Form S-3, File No. 333-228158, including a U.S. base prospectus (the Registration Statement ("U.S. Base Prospectus") to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as defined amended, including the financial statements, exhibits and schedules thereto, in Section 1(3)) the form in which it became effective under the United States Securities Act of 1933, as amended (together with amended, and the rules and regulations promulgated thereunderthereunder (collectively, the “"Securities Act”"), which became effective pursuant to Rule 461 under the Securities Act on May 5, 2016 (the “Effective Date”), for the registration under the Securities Act of up to US$100,000,000 of common shares, warrants, rights, subscription receipts, preferred shares, debt securities and units of the Company, including the Units. At the time of the filing of the Registration Statement, the Company met the requirements of Form S-3 under the Securities Act. Any reference in this Agreement to the Registration Statement, the U.S. Base Prospectus (as defined in Section 1(3)) or the U.S. Prospectus Supplement (as defined in Section 1(3)) shall be deemed to refer to and include the all documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the United States Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), on or before the date of this Agreement, or the issue date of the U.S. Base Prospectus or the U.S. Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Time of Sale Prospectus (as defined in Section 1(3)) or the U.S. Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, deemed to be incorporated therein by reference or is otherwise deemed to be a part of or included therein, as the case may be, by the Securities Act. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Time of Sale Prospectus (as hereinafter defined) or the U.S. Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference or is otherwise therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or included in the Registration Statement, the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, by 430B under the Securities Act. No stop order suspending , is called the effectiveness "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the "Rule 462(b) Registration Statement," and from and after the date and time of filing of any such Rule 462(b) Registration Statement or the use term "Registration Statement" shall include the Rule 462(b) Registration Statement. The preliminary U.S. prospectus supplement dated February 13, 2020 describing the Offered Shares and the offering thereof (the "Preliminary U.S. Prospectus Supplement"), together with the U.S. Base Prospectus, is called the "U.S. Preliminary Prospectus," and the U.S. Preliminary Prospectus and any other prospectus supplement to the U.S. Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the U.S. Base Prospectus, is called a "U.S. Preliminary Prospectus." As used herein, the term "U.S. Prospectus" shall mean the final U.S. prospectus supplement to the U.S. Base Prospectus that describes the Offered Shares and the offering thereof (the "U.S. Prospectus has been issuedSupplement"), and no proceeding for any such purpose is pending together with the U.S. Base Prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or has been initiated or, in the form first made available to the Company's knowledge, is threatened Underwriters by the SEC. The Company will not, without to meet requests of purchasers pursuant to Rule 173 under the prior consent of the Co-Lead Underwriters, prepare, use or refer to, any free writing prospectusSecurities Act.