Common use of Compliance with Canadian Laws and Regulations Clause in Contracts

Compliance with Canadian Laws and Regulations. The Company is eligible to file a prospectus in the form of a short form prospectus under NI 44-101. The Company is eligible to use the Shelf Procedures. No cease trade order preventing or suspending the use of the Canadian Prospectus or preventing the distribution of the Placement Shares has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened, by any of the Canadian Commissions. The Canadian Prospectus, at the time of filing thereof with Canadian Qualifying Authorities and as amended or supplemented, complied in all material respects with all applicable Canadian Securities Laws and did not contain any misrepresentation, as defined under Canadian Securities Laws. At each Applicable Time (i) the Canadian Prospectus, as amended or supplemented, will comply in all material respects with the Canadian Securities Laws, (ii) the Canadian Prospectus, as amended or supplemented, will not contain any misrepresentation, as defined under Canadian Securities Laws, and (iii) the Canadian Prospectus, as amended or supplemented, will constitute full, true and plain disclosure of all material facts relating to the Placement Shares and the Company. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agents expressly for use therein. To its knowledge, except as disclosed in the Registration Statement, or included or incorporated in the Prospectuses, the Company is not a “related issuer” or “connected issuer” (as those terms are defined in National Instrument 33-105 - Underwriting Conflicts of the Canadian Securities Administrators) of any of the Agents.

Compliance with Canadian Laws and Regulations. The Company is eligible to file a prospectus in the form of a short form prospectus under NI 44-101101 and NI 44-102, as applicable. The Company is eligible to use the Shelf Procedures. No cease trade order preventing or suspending the use of the Canadian Prospectus or preventing the distribution of the Placement Shares has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened, by any of the Canadian Commissions. The Canadian Prospectus, at the time of filing thereof with Canadian Qualifying Authorities Commissions and as amended or supplemented, complied in all material respects with all applicable Canadian Securities Laws and did not contain any misrepresentation, as defined under Canadian Securities Laws. At each Applicable Time (i) the Canadian ProspectusProspectus Supplement, as amended or supplemented, will comply in all material respects with the Canadian Securities Laws, (ii) the Canadian ProspectusProspectus Supplement, as amended or supplemented, will not contain any misrepresentation, as defined under Canadian Securities Laws, and (iii) the Canadian ProspectusProspectus Supplement, as amended or supplemented, will constitute full, true and plain disclosure of all material facts relating to the Placement Shares and the Company. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian ProspectusProspectus Supplement, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agents Agent expressly for use therein. To its knowledge, except as disclosed in the Registration Statement, or included or incorporated in the Prospectuses, the Company is not a “"related issuer” " or “"connected issuer” " (as those terms are defined in National Instrument 33-105 - Underwriting Conflicts of the Canadian Securities Administrators) of any of the AgentsAgent.

Compliance with Canadian Laws and Regulations. The Company is eligible to file a prospectus in the form of a short form prospectus under NI 44-101101 and NI 44-102, as applicable. The Company is eligible to use the Shelf Procedures. No cease trade order preventing or suspending the use of the Canadian Prospectus or preventing the distribution of the Placement Shares has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened, by any of the Canadian Commissions. The Canadian Prospectus, at the time of filing thereof with Canadian Qualifying Authorities Commissions and as amended or supplemented, complied in all material respects with all applicable Canadian Securities Laws and did not contain any misrepresentation, as defined under Canadian Securities Laws. At each Applicable Time (i) the Canadian ProspectusProspectus Supplement, as amended or supplemented, will comply in all material respects with the Canadian Securities Laws, (ii) the Canadian ProspectusProspectus Supplement, as amended or supplemented, will not contain any misrepresentation, as defined under Canadian Securities Laws, and (iii) the Canadian ProspectusProspectus Supplement, as amended or supplemented, will constitute full, true and plain disclosure of all material facts relating to the Placement Shares and the Company. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian ProspectusProspectus Supplement, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agents Agent expressly for use therein. To its knowledge, except as disclosed in the Registration Statement, or included or incorporated in the Prospectuses, the Company is not a “related issuer” or “connected issuer” (as those terms are defined in National Instrument 33-105 - 105—Underwriting Conflicts of the Canadian Securities Administrators) of any of the AgentsAgent.

Compliance with Canadian Laws and Regulations. The Company is eligible to file a prospectus in the form of a short form prospectus under NI 44-101101 and NI 44-102, as applicable. The Company is eligible to use the Shelf Procedures. No cease trade order preventing or suspending the use of the Canadian Prospectus or preventing the distribution of the Placement Offered Shares has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened, by any of the Canadian Commissions. The Canadian Prospectus, at the time of filing thereof with Canadian Qualifying Authorities Commissions and as amended or supplemented, complied in all material respects with all applicable Canadian Securities Laws and did not contain any misrepresentation, as defined under Canadian Securities Laws. At each Applicable Time (i) the Canadian ProspectusProspectus Supplement, as amended or supplemented, will comply in all material respects with the Canadian Securities Laws, (ii) the Canadian ProspectusProspectus Supplement, as amended or supplemented, will not contain any misrepresentation, as defined under Canadian Securities Laws, and (iii) the Canadian ProspectusProspectus Supplement, as amended or supplemented, will constitute full, true and plain disclosure of all material facts relating to the Placement Offered Shares and the Company. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian ProspectusProspectus Supplement, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agents Underwriters expressly for use therein. To its knowledge, except as disclosed in the Registration Statement, or included or incorporated in the Prospectuses, the Company is not a “related issuer” or “connected issuer” (as those terms are defined in National Instrument 33-105 - 105—Underwriting Conflicts of the Canadian Securities Administrators) of any of the AgentsUnderwriters.