Common use of Conditions of Closing Clause in Contracts

Conditions of Closing. No party hereto shall be required to consummate any of the transactions described herein unless at Closing, (a) The waiting period under the HSR Act shall have expired or been terminated. (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.

Conditions of Closing. No party hereto shall be required to consummate any In consideration of the transactions described herein unless at Closing,Manager accepting this Subscription Agreement and conditional thereon, the Subscriber on its behalf and, if applicable, on behalf of others for whom it is contracting under this Subscription Agreement: (a) The waiting period agrees to complete, execute and deliver and agrees to cause any purchaser for whom it is acting to complete, execute and deliver to the Manager all relevant documents required by applicable securities legislation, as the sale of the Units will not be qualified by a prospectus or similar document filed in any jurisdiction and the Units will be subject to resale restrictions under the HSR Act shall have expired or been terminated.such securities legislation and related policies; (b) No suitunderstands that if the Subscriber is not purchasing the Units as principal for its own account, actionin the absence of an available exemption, investigationeach beneficial purchaser who is acquiring the Units as principal for its own account must ensure the availability of an exemption from the prospectus requirements of applicable securities legislation with respect to such purchase, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect and each such purchaser, and not the financial conditions, assets, liabilities Subscriber (absolute, accrued, contingent or otherwiseunless the Subscriber is an authorized agent with power to sign on behalf of the beneficial purchaser), reservesmust execute all relevant documentation, business, operations or prospects of Company including this Subscription Agreement and its subsidiaries taken all documentation required by applicable securities legislation with respect to the Units being acquired by each such purchaser as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.principal; (c) Purchaser shall have received an opinion from counsel acknowledges that there is no market for the Units, and that their transfer or resale is subject to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as certain restrictions pursuant to the matters referred to in Paragraphs 5(b), 5(c) Declaration of Trust and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.applicable laws; (d) The Shareholders' Agreement, substantially agrees that the Subscriber's representations and warranties contained in Section 3 of this Subscription Agreement and in the form annexed applicable schedules hereto as Exhibit 1C, shall must be executed true and delivered by Purchaser and Sellers, simultaneously with correct at the closing of this Agreement and the purchase and sale of the several Other Shares Units as if made at such time and date, having given effect to the transactions contemplated by Purchaser.this Subscription Agreement; (e) The purchase acknowledges that the Subscriber has been provided with and has reviewed a copy of the several Other Shares Principal Documents and in purchasing the Units has relied solely on the Principal Documents and not upon any oral or written representation as to any fact or otherwise made by Purchaseror on behalf of the Fund, shall take place simultaneously with the closing Manager or any associate or affiliate of this Agreement.the Manager, or any other person; (f) In acknowledges that the case of Purchaser, Sellers shall Units have performed in all material respects all of their obligations hereunder required to not been and will not be performed by them at registered under any Canadian or prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect.United States securities laws; (g) In acknowledges that the case of SellersSubscriber has been advised to consult its own legal, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior investment and tax advisors with respect to the Closing Datemerits and risks of investment in the Units and applicable resale restrictions; (h) acknowledges that the Subscriber is responsible for obtaining such legal advice as the Subscriber considers appropriate in connection with the execution, delivery and performance by the Subscriber of this Subscription Agreement and the transactions contemplated hereby; (i) acknowledges that the offer made by this Subscription Agreement is irrevocable but does not require acceptance by the Manager; and (j) acknowledges that no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the representations and warranties of Purchaser contained in this Agreement and in any certificate Units or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectPrincipal Documents.

Conditions of Closing. No party hereto The obligation of the Underwriters to purchase the Initial Shares at the Closing Time on the Closing Date and to purchase any Additional Shares at the Closing Time on an Option Closing Date shall be required subject to consummate any of the transactions described herein unless at Closing,following: (a) The waiting period the Underwriters will receive at the Closing Time a legal opinion addressed to the Underwriters and their counsel dated and delivered on the Closing Date from the Company’s Canadian counsel, Torys LLP, and from local counsel (only in respect of matters governed by laws of the Qualifying Jurisdictions where the Company’s Canadian counsel is not qualified to practice), in each case in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Underwriters’ counsel: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as being in default of Applicable Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (ii) the Company is a corporation duly incorporated and validly existing under the HSR Act shall have expired or been terminated.federal laws of Canada, and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets as described in the Prospectus; (biii) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b)authorized, 5(c) and 5(e); that the transfer issued and outstanding, capital of the Company; (iv) the rights, privileges, restrictions and conditions attaching to the Offered Shares from Sellers are accurately summarized in all material respects in the Prospectus; (v) the Initial Shares have been duly and Other Shares to Purchaser will be exempt from the registration provisions of the Act validly authorized and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, issued and the Other Shares will be duly issued, are outstanding as fully paid and non-assessable; assessable Common Shares; (vi) the issuance Additional Shares issuable upon the exercise of the shares Over-Allotment Option have been duly and validly allotted and reserved for issuance by the Company and, upon the valid exercise of the Over-Allotment Option and receipt by the Company of payment in full therefor, the Additional Shares will be duly and validly authorized and issued and will be outstanding as fully paid and non-assessable Common Shares; (vii) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and to perform its obligations under this Agreement; (ii) to offer, issue, sell and deliver the Initial Shares; and (iii) to offer, issue, sell and deliver the Additional Shares issuable upon exercise of options held the Over-Allotment Option; (viii) all necessary corporate action has been taken by Sellersthe Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Prospectus and any Supplementary Material and the filing thereof in each of the Qualifying Jurisdictions; (ix) the Company has duly authorized, executed and delivered, this Agreement and authorized the performance of its obligations hereunder, including the offering, issue, sale and delivery of the Initial Shares, the grant of the Over-Allotment Option, the offering, issue, sale and delivery of the Additional Shares upon the valid exercise of the Over-Allotment Option and receipt by the Company of payment in full therefor, and the Other Shares will be exempt from the registration provisions this Agreement constitutes a legal, valid and binding obligation of the Act Company enforceable against the Company in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (ii) equitable remedies, including the remedies of specific performance and will not violate injunctive relief, being available only in the registration provisions of Section 5 discretion of the Securities Actapplicable court; and, upon payment (iii) the applicable laws regarding limitations of actions; (iv) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under Applicable Law without affecting the enforceability or validity of the purchase price thereforremainder of such document would be determined only in the discretion of the court; (v) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under Applicable Law; and (vi) the rights to indemnity, to the knowledge of counsel, the Shares contribution and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed waiver under the Securities Act.documents which may be limited or unavailable under Applicable Law; (dx) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed execution and delivered by Purchaser and Sellers, simultaneously with the closing delivery of this Agreement and the purchase fulfillment of the several Other terms hereof, the offering, issue, sale and delivery of the Initial Shares, the grant of the Over-Allotment Option, the offering, issue, sale and delivery of the Additional Shares upon the valid exercise of the Over-Allotment Option and receipt by Purchaser.the Company of payment in full therefor, and the consummation of the transactions contemplated by this Agreement, do not result in a breach of (whether after notice or lapse of time or both) or constitute a default under (i) any of the terms, conditions or provisions of the articles of incorporation or amalgamation, as applicable, and by-laws of the Company, (ii) resolutions of the shareholders or the board of directors (or any committee thereof) of the Company, or (iii) the laws of the Province of Ontario and the federal laws of Canada applicable therein; (xi) Computershare Investor Services Inc. is the duly appointed registrar and transfer agent for the Common Shares; (xii) all necessary documents have been filed, all requisite proceedings have been taken, all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained, and all necessary legal requirements have been fulfilled, in order to qualify the distribution of the Initial Shares and the Additional Shares in each of the Qualifying Jurisdictions through dealers who are registered under Applicable Securities Laws and who have complied with the relevant provisions of such Applicable Laws; (xiii) subject only to the Standard Listing Conditions, the Initial Shares and Additional Shares have been conditionally listed or approved for listing on the TSX; (xiv) as to the accuracy of the statements under the heading “Eligibility for Investment” in the Prospectus; and (xv) as to all other legal matters reasonably requested by counsel to the Underwriters. In connection with such opinion, counsel to the Company may rely on the opinions of local counsel in the Qualifying Jurisdictions acceptable to counsel to the Underwriters, acting reasonably, as to the qualification for distribution of the Offered Shares or opinions may be given directly by local counsel of the Company with respect to those items and as to other matters governed by the laws of jurisdictions other than the province or provinces in which the Company’s Canadian counsel are qualified to practice and may rely, to the extent appropriate in the circumstances but only as to matters of fact, on certificates of officers of the Company and others; (b) the Underwriters shall have received legal opinions from legal counsel to, and duly qualified to practice law in the jurisdiction of existence of, each wholly-owned Material Subsidiary that is Canadian (other than VF Clean Energy, Inc.) addressed to the Underwriters and legal counsel to the Underwriters and based upon an officer’s certificate for each such Material Subsidiary with respect to: (i) the existence of each such Material Subsidiary; and (ii) the corporate power and capacity of each such Material Subsidiary to carry on its business and activities and to own and lease its property and assets; (c) the Underwriters shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer of the Company or any other senior officer(s) of the Company as may be acceptable to the Underwriters, in form and content satisfactory to the Underwriters’ counsel, acting reasonably, with respect to: (i) the articles and by laws of the Company; (ii) resolutions of the Company’s board of directors relevant to, among other things, the issue and sale of the Offered Shares to be issued and sold by the Company and the authorization of this Agreement and the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Company; (d) the Underwriters shall have received a certificate of status or the equivalent dated within one Business Day of the Closing Date and each Option Closing Date, as applicable, in respect of the Company and each Material Subsidiary that is Canadian (other than VF Clean Energy, Inc.); (e) The purchase the Company shall cause its current auditors to deliver to the Underwriters a “bring down” comfort letter, addressed to the Underwriters and the board of directors of the several Other Shares by PurchaserCompany, shall take place simultaneously with dated the closing of this Agreement.Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 25(a)(iii) hereof; (f) In the case Company shall deliver to the Underwriters, at the Closing Time, certificates dated the Closing Date or the Option Closing Date, as applicable, addressed to the Underwriters and signed by the Chief Executive Officer and the Chief Financial Officer of Purchaserthe Company, Sellers shall have performed or such other senior officer(s) of the Company as may be acceptable to the Underwriters, certifying for and on behalf of the Company and without personal liability, to the effect that: (i) the Company has complied in all material respects with all the covenants and satisfied all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing Date, Time; (ii) the representations and warranties of Sellers the Company contained herein are true and correct as at the Closing Time with the same force and effect as if made on and as at the Closing Time after giving effect to the transactions contemplated hereby; (iii) the Final Receipt has been issued by the BCSC for the Prospectus pursuant to the Passport System and, to the knowledge of such persons, no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or other securities of the Company, or the Offered Shares to be issued and sold by the Company, has been issued and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened; (iv) since the respective dates as of which information is given in the Prospectus or any Supplementary Material (A) there has been no material change in the Company, (B) there has been no material and adverse change (financial or otherwise) in the business, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries (taken as a whole), and (C) no transaction has been entered into by, and there has been no transaction that affects, the Company or any Subsidiary which is material to the Company and the Subsidiaries (taken as a whole), other than as disclosed in the Prospectus or in any Supplementary Material; (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying with Applicable Securities Laws; and (vi) such other matters as the Underwriters may reasonably request; (g) the Underwriters shall have received copies of correspondence indicating that the Company has obtained the conditional approval of the TSX for the listing of the Offered Shares thereon, subject only to the Standard Listing Conditions; (h) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall will be true in all material respects at and as of the Closing Time on the Closing Date and, if applicable, the Option Closing Date, as if such representations and warranties were made at and as of such time and Purchaser shall have received a certificate signed all agreements, covenants and conditions required by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required this Agreement to be performed performed, complied with or satisfied by it the Company at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of Time on the Closing Date or the Option Closing Date, as if made applicable, will have been performed, complied with or satisfied at or prior to that time; (i) the absence of any misrepresentations in the Offering Documents or undisclosed material change or undisclosed material facts relating to the Company or the Offered Shares; (j) the Company shall have received a Preliminary Receipt and as of such time a Final Receipt qualifying the Offered Shares for distribution in the Qualifying Jurisdictions, and Sellers neither the Preliminary Receipt nor the Final Receipt shall be invalid or have been revoked or rescinded by any Securities Commission; (k) the Underwriters shall have received a certificate signed by an officer of Purchaser from Computershare Investor Services Inc. as to the foregoing effectnumber of Common Shares issued and outstanding as at the date immediately prior to the Closing Date; (l) the Underwriters will have received such other certificates, opinions, agreements or closing documents in form and substance reasonably satisfactory to the Underwriters as the Underwriters may reasonably request; (m) the Underwriters will have received evidence, satisfactory to the Underwriters, acting reasonably, that Xxxxxxx XxXxxxxx has waived his rights under Section 6.3 of the Securityholders Agreement in connection with the Offering; (n) the Underwriters shall have received copies of any third-party consents required to complete the Offering and the transactions contemplated in this Agreement in form and substance reasonably satisfactory to the Underwriters as the Underwriters may reasonably request; and (o) Xxxxxxx XxXxxxxx and all other directors and officers of the Company will have entered into an agreement with and an in form and substance satisfactory to the Underwriters at the Closing Time on the Closing Date pursuant to which they will agree not to, for a period commencing on September 23, 2018 and ending on the date that is 30 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, make any short sale, lend, swap, or otherwise dispose of, transfer, assign, or announce any intention to do so, any Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares, whether now owned or hereafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than pursuant to a bona fide take-over bid or any other similar transaction made generally to all of the shareholders of the Company, provided that, in the event the change of control or other similar transaction is not completed, such securities shall remain subject to the lock-up agreement.

Conditions of Closing. No party hereto The Underwriters' obligation to purchase the Offered Securities pursuant to this Agreement shall be required subject to consummate any the following conditions: (1) The Underwriters receiving at the Time of Closing, favourable legal opinions from XxXxxxxx LLP, counsel to the Corporation (who may rely on, to the extent appropriate in the circumstances, or alternatively provide directly to the Underwriters, the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the transactions described herein unless at Closing,Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) The waiting period the Corporation is a corporation validly incorporated and existing under the HSR Business Corporations Act shall have expired or been terminated.(British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) No suitthe Corporation has all necessary corporate power and authority to execute, actiondeliver and perform its obligations under this Agreement and to issue and sell the Offered Securities, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect and grant the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Over-Allotment Option; (c) Purchaser shall the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificate and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Broker Warrant Certificate have received an opinion from counsel each been duly executed and delivered by the Corporation and constitute a legal, valid and binding obligations of the Corporation enforceable against it in accordance with their respective terms, subject to Companybankruptcy, Nasoninsolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, Yeagercontribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement, Gersonthe Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, White sale and Xxxxxdelivery of the Offered Securities and the grant of the Over- Allotment Option do not and will not result in a breach of or default under, P.A.and do not and will not create a state of facts which, as after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and the articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any British Columbia law and federal law applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the matters referred to in Paragraphs 5(b), 5(cexecution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and 5(e); that the transfer of filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) the Offered Shares from Sellers have been validly issued as fully paid and Other Shares to Purchaser will be exempt from non-assessable Common Shares; (h) the registration Warrants have been duly and validly created and issued in accordance with the provisions of the Act Warrant Indenture; (i) the Additional Securities have been duly and validly authorized, and the Additional Offered Shares have been allotted and reserved for issuance and upon exercise of the Over- Allotment Option and receipt of payment of the consideration therefor, the applicable Additional Securities will not violate be validly issued as fully paid and, if applicable, non-assessable Common Shares; (j) the registration Warrant Shares and the Additional Warrant Shares issuable upon the exercise of the Warrants and the Additional Warrants, respectively, have been reserved and allotted for issuance and when issued in accordance with the provisions of Section 5 the Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares; (k) the Broker Warrants have been duly and validly created and issued in accordance with the provisions of the Broker Warrant Certificate; (l) the Broker Warrant Shares issuable upon the exercise of the Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Act; when paid for Laws to permit the Offered Securities to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over- Allotment Option to the Underwriters; (n) the issuance and delivery of the Warrant Shares and the Additional Warrant Shares by the Corporation upon valid exercise of Warrants and Additional Warrants in accordance with the terms and conditions of the respective option agreementsWarrant Indenture, the shares issuable upon exercise of options held by Sellersrespectively, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be is exempt from the registration provisions prospectus requirements of Canadian Securities Laws of the Act Qualifying Jurisdictions and will not violate no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the registration provisions of Section 5 Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares and the Additional Warrant Shares to holders thereof in the Qualifying Jurisdictions; (o) the issuance and delivery of the Broker Warrant Shares by the Corporation in the Qualifying Jurisdictions upon valid exercise of Broker Warrants in accordance with the terms and conditions of the Broker Warrant Certificates is exempt from the prospectus requirements of Canadian Securities ActLaws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Canadian Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Broker Warrant Shares to the holders thereof in the Qualifying Jurisdictions; (p) the first trade of the Underlying Securities is exempt from the prospectus requirements of Canadian Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Canadian Securities Laws in connection with the first trade by the Underwriters, provided that the trade is not a control distribution as defined in National Instrument 45-102 Resale of Securities; (q) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of British Columbia or Ontario; (r) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia, has been appointed as the registrar and transfer agent for the Common Shares; (s) National Securities Administrators Ltd., at its principal office located in Vancouver, British Columbia has been appointed as the Warrant Agent under the Warrant Indenture; (t) the statements set forth in the Final Prospectus under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" are true, complete and accurate, subject to the limitations and qualifications set out therein; (u) subject only to the standard listing conditions, the Listed Securities have been conditionally listed or approved for listing on the CSE; and (v) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing; in a form acceptable to counsel to the Underwriters and their counsel, upon payment acting reasonably. (2) if applicable, the Underwriters receiving, at the Time of Closing, the purchase price thereforfavourable legal opinion dated the Closing Date from XxXxxxxx LLP, United States counsel for the Corporation, to the knowledge effect that registration of the Offered Securities offered and sold in the United States in accordance with this Agreement (including Schedule "A" hereto), if any, will not be required under the U.S. Securities Act, in form and substance satisfactory to the Underwriters and their counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.acting reasonably; (d3) The Shareholders' Agreementthe Underwriters receiving, substantially at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriters, regarding each of its Subsidiaries in a form acceptable to the Underwriters and their counsel, acting reasonably, to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (4) the Underwriters receiving, at the Time of Closing, an auditors comfort letter dated the Closing Date from Xxxxxxx Xxxxx Xxxxxx LLP, in form annexed hereto as Exhibit 1Cand substance satisfactory to the Underwriters, shall be executed acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (5) a certificate of the Corporation dated the Closing Date, addressed to the Underwriters and delivered signed on the Corporation's behalf by Purchaser its Chief Executive Officer and SellersChief Financial Officer or such other senior officers of the Corporation satisfactory to the Underwriters, simultaneously acting reasonably, certifying that: (a) the Corporation has complied with the closing and satisfied, in all material respects, all terms and conditions of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required on its part to be performed by them complied with or satisfied at or prior to the Closing Date, ; (b) the representations and warranties of Sellers contained the Corporation set forth in this Agreement are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be correct at the Closing Date, as if made at such time; (c) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct in all material respects as at and as of the Closing Date Date, as if made at such time; (d) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and as has not been rescinded, revoked or withdrawn, and, to the knowledge of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect.officers, no proceedings for such purpose are pending, contemplated or threatened; (ge) In the case of SellersCorporation has made and/or obtained, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing DateTime of Closing, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the representations Corporation is a party or by which it is bound in respect of the execution and warranties delivery of Purchaser contained in this Agreement and in any certificate or the consummation of the other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Preliminary Prospectus and the Final Prospectus); and (f) such other matters as if made may be reasonably requested by the Underwriters or their legal counsel. (6) the Underwriters receiving, at the Time of Closing, a certificate from National Securities Administrators Ltd. as to the number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (7) at the Time of Closing, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation's issued securities being issued and no proceeding for such time purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (8) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and Sellers posting for trading of the Listed Securities on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (9) the Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Time of Closing; (10) the Warrant Indenture shall have received a certificate signed been executed and delivered by an officer of Purchaser the Corporation in form and substance satisfactory to the foregoing effectUnderwriters, acting reasonably; (11) the Underwriters not having exercised any rights of termination set forth herein; and (12) the Underwriters having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall reasonably request any such certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. No party hereto shall be required to consummate any 9.1 The obligations of the transactions described herein unless at Closing,Agent on Closing will be conditional upon the following: (a) The waiting period under the HSR Act shall have expired Issuer will be a “reporting issuer” in all provinces and territories of Canada, the Issuer’s common shares will be listed and posted for trading on the Exchange, and the Issuer will not be in default of any of the requirements of the Acts or been terminated.any of the administrative policies or notices of the Exchange; (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall the Issuer will have been instituted or threatened which may materially adversely affect delivered to the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company Agent and its subsidiaries taken as a whole or which questions the validity or legality legal counsel favourable opinions of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation Issuer’s legal counsel dated as of the transactionsdate of the Closing, contemplated hereby.in such form as is acceptable to the Agent and its legal counsel as to all legal matters reasonably requested by the Agent relating to the business of the Issuer and the creation, issuance and sale of the Securities; (c) Purchaser shall the Issuer will have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as delivered to the matters referred Agent and its legal counsel such other legal opinions as may be reasonably requested by the Agent and its legal counsel, including without limitation, a corporate opinion relating to in Paragraphs 5(b), 5(cthe Material Subsidiaries; (d) the Issuer will have delivered to the Agent and 5(e); that the transfer its legal counsel a certificate of the Shares from Sellers Issuer, dated as of such date requested by the Agent and Other Shares to Purchaser will be exempt from signed by the registration provisions chief executive officer and the chief financial officer of the Act Issuer, or by such other officers approved by the Agent, certifying certain facts specified by the Agent and relating to the Issuer and its affairs; (e) the Agent will not violate have completed its due diligence review of the registration provisions Issuer and the results will have been satisfactory to the Agent, in its sole discretion; (f) the Issuer will have delivered to the Agent and its legal counsel such other certificates relating to the Private Placement or the affairs of Section 5 the Issuer as the Agent or its legal counsel may reasonably request; and (g) each representation and warranty of the Issuer which is contained in this Agreement continues to be true, and the Issuer has performed or complied with all of its covenants, agreements and obligations under this Agreement. 9.2 The Closing and the obligations of the Issuer and the Agent to complete the issue and sale of the Securities Act; when paid are subject to: (a) receipt of all required regulatory approvals for in accordance with the terms or acceptance of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; Exchange for: (i) the issuance of the shares issuable upon exercise Securities; and (ii) the listing on the Exchange of options held by Sellersthe Shares, the Warrant Shares and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities ActAgent’s Shares; and, upon payment (b) the removal or partial revocation of the purchase price therefor, any cease trading order or trading suspension made by any competent authority to the knowledge of counsel, extent necessary to complete the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities ActPrivate Placement. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.

Conditions of Closing. No party hereto shall be required to consummate any The obligations of the transactions described herein unless parties hereunder shall at Closing, (a) The waiting period under the HSR Act shall have expired or been terminated. (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as all times be subject to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear continued accuracy of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers the parties contained in this Agreement herein as though such representations and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if warranties had been made at and as of such time times, and Purchaser the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the part of the SEC shall have been complied with; (b) SB shall have received a certificate signed by Sellers an opinion of Willxxx Xxxx & Xallxxxxx, xxted the Closing Date (as defined in Paragraph 7 below), in form and substance satisfactory to it, to the foregoing effect.effect that: (gi) In The Partnership has been duly formed and is validly existing as a limited partnership under the case of Sellers, Purchase shall have performed in all material respects all of Partnership Law with full partnership power and authority to carry out its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in under this Agreement and the Partnership Agreement, and to conduct its business as described in the Prospectus, and, to the best of the knowledge of such counsel, the Partnership conducts no business and owns or leases no properties which would require it to qualify to do business as a foreign organization in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at jurisdiction; (ii) The offer and as sale of the Closing Date Units has been duly authorized by the Partnership and the Units constitute valid limited partnership interests in the Partnership which conform to the description thereof contained in the Prospectus; and the liability of each limited partner will be limited as if made at set forth in the Prospectus, and no limited partner will be subject to personal liability for the debts, obligations, or liabilities of the Partnership by reason of his being a limited partner, other than as described in the Prospectus; (iii) The offer and sale of the Units and the compliance by the Partnership with all of the provisions of this Agreement will not conflict with or result in a breach of any of the terms or provisions of the Partnership Certificate or Partnership Agreement, or, to the best of the knowledge of such time counsel, any agreement to which the Partnership is a party or by which it is bound; (iv) To the best of the knowledge of such counsel, there is no action, suit, litigation or proceeding before or by any court or governmental agency, federal, state or local, pending or threatened against, or affecting or involving the property or business of SBFM, or the business of the Partnership, that would materially and Sellers shall have received a certificate signed by an officer adversely affect the condition (financial or otherwise), business or prospects of Purchaser SBFM or the Partnership; and (v) The Registration Statement has become effective under the Act, and, to the foregoing effectbest of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued nor has any proceeding for the issuance of such an order been initiated or threatened.

Conditions of Closing. No party hereto The obligations of the Agents and the Purchasers to complete the Offering shall be required subject to consummate any the fulfilment before the Time of Closing of the transactions described herein unless at Closing,following conditions: (a) The waiting period under the HSR Act Corporation and the Agents shall have expired or been terminated.fully complied with all applicable statutory and regulatory requirements required to be complied with prior to the Time of Closing in connection with the Offering; (b) No suitthe Agents shall be satisfied with their due diligence review of the Corporation and Theia; (c) the Corporation shall have taken all necessary corporate action to: (i) authorize and approve the Corporation Offering Documents; (ii) create and issue the Subscription Receipts and Subscription Shares; and (iii) authorize and approve all other matters relating to the Offering; (d) Theia shall have taken all necessary corporate action to: (i) authorize and approve this Agreement; (ii) issue the Exchanged Securities; and (iii) authorize and approve all other matters relating to the Offering; (e) the Agents, actionTheia and the Purchasers shall have received at the Time of Closing favourable legal opinions of Fasken, investigationand, inquiry where appropriate, counsel in other jurisdictions, addressed to Theia, the Agents, their counsel and the Purchasers, acceptable to counsel to the Agents, acting reasonably, substantially to the effect that: (i) as to the incorporation, organization and valid existence of the Corporation and Subco; (ii) the Corporation is qualified to carry on business as presently carried on and to own, lease and operate its properties; (iii) the Corporation has all requisite corporate capacity, power and authority to execute and deliver the applicable Corporation Offering Documents and this Agreement and to perform all transactions contemplated hereby and thereby; (iv) the authorized and issued capital of the Corporation; (v) all necessary corporate action has been taken by the Corporation to authorize the creation and issue of the Subscription Receipts and the Subscription Shares upon conversion thereof; (vi) the Compensation Shares have been authorized and reserved for issue to the Agents and will be validly issued as fully-paid and non- assessable Common Shares; (vii) the execution and delivery of the Corporation Offering Documents and this Agreement and the performance of the transactions contemplated thereby (including the issue and sale of the Subscription Receipts and Compensation Shares and the exchange of the securities of the Corporation for the Exchanged Securities pursuant to the Reverse Takeover), do not and will not result in a breach of, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach of and do not and will not conflict with, any of the terms, conditions or provisions of the by-laws or certificate of incorporation of the Corporation; (viii) the Subscription Receipts registered in the names of the Purchasers on the books of the Corporation at the Time of Closing have been issued and constitute legal, valid and binding obligations of the Corporation; (ix) the issue and sale of the Subscription Receipts and Compensation Shares are exempt, either by statute or regulation or order, from the prospectus requirements of the Canadian Offering Jurisdictions, subject to the filing of all necessary reports, certificates or undertakings and fees required to be filed under the applicable securities legislation of the Offering Jurisdictions; (x) the issue of the Exchanged Securities, the Subscription Shares and the Compensation Shares to the extent such securities are issued to Purchasers or the Agents in the Offering Jurisdictions, are exempt, either by statute or regulation or order, from the prospectus requirements of the securities legislation of the Canadian Offering Jurisdictions; (xi) each of this Agreement, the Subscription Receipt Agreement and the Subscription Agreements constitute legal, valid and binding obligations of the Corporation, enforceable in accordance with their terms (subject to bankruptcy, insolvency or other proceeding laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, or contribution); (xii) the Subscription Shares have been authorized and reserved for issue to the holders of Subscription Receipts upon the deemed conversion thereof and in accordance with the terms thereof, and upon the deemed conversion of the Subscription Receipts in accordance with the terms thereof, the Subscription Shares will be validly issued as fully-paid and non-assessable Resulting Issuer Shares; (i) the first trade in the Offering Jurisdictions by the Purchasers of the Subscription Shares and by the Agents of the Compensation Shares is exempt from the prospectus requirements of applicable securities laws in the Offering Jurisdictions and no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained by the Corporation under such securities laws to permit the first trade of such securities provided that: (A) at the time of such first trade, CNX is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (B) such trade is not a “control distribution” (as defined in NI 45- 102); (C) no unusual effort is made to prepare the market or to create a demand for the Exchanged Securities that are the subject of the trade; (D) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and (E) if the Purchaser is an insider or officer of the Corporation at the time of the trade, the Purchaser has no reasonable grounds to believe that the Corporation is in default of applicable securities laws in the Offering Jurisdictions; (xiii) the Compensation Shares have been authorized and reserved for issue and upon exchange thereof into Resulting Issuer Shares, will be validly issued as fully paid and non-assessable common shares; (xiv) Odyssey at its office in Calgary, Alberta has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement; and (xv) such other matters as the Agents and their counsel may require, acting reasonably. In giving the opinion contemplated above, counsel to the Corporation shall be entitled, as to matters of fact, to rely upon the representations and warranties of the Purchasers contained in the Subscription Agreements, a certificate of fact of the Corporation signed by officers of the Corporation in positions to have knowledge of such facts and their accuracy, and certificates of such public officials and other persons as are necessary or desirable; (f) If any Subscription Receipts are being sold to person in the United States or to, or for the account or benefit of, U.S. Persons, the Agents, Theia and the Purchasers shall have received at the Time of Closing favourable legal opinions of Xxxxxx & Xxxxxxx LLP, U.S. counsel to the Corporation addressed to Theia, the Agents, their counsel and the Purchasers, acceptable to counsel to the Agents, acting reasonably, to the effect that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Subscription Receipts, or the conversion of the Subscription Receipts into the Subscription Shares, provided further that it being understood that no opinion is expressed as to any subsequent resale of any Subscription Receipts, Subscription Shares or Resulting Issuer Shares; (g) the Agents, Theia and the Purchasers shall have received at the Time of Closing favourable legal opinions of Xxxxxxxx Xxxxxxx, special Nevada counsel to the Corporation addressed to Theia, the Agents and the Purchasers, acceptable to counsel to the Agents, acting reasonably, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Subsidiaries, with respect to the following matters for the Subsidiaries: (i) as to the incorporation and existence of the Subsidiaries under the laws of respective jurisdictions of incorporation; (ii) as to the Subsidiaries having the requisite corporate power and capacity under the laws of its jurisdiction of incorporation to carry on business and to own, lease and operate properties and assets; and (iii) as to the authorized and issued capital of the Subsidiaries and the ownership thereof; (h) the Agents, the Corporation and the Purchasers shall have received at the Time of Closing favourable legal opinions of Maxis Law Corporation, Canadian counsel to Theia, or where appropriate counsel in other jurisdictions, addressed to the Agents, the Corporation, their counsel and the Purchasers, acceptable to counsel to the Agents, acting reasonably, substantially to the effect that: (i) as to the incorporation, organization and valid existence of Theia; (ii) all necessary corporate action has been taken by Theia to authorize the creation and issue of the Resulting Issuer Shares issued in exchange for the Subscription Shares and Compensation Shares; (iii) this Agreement has been authorized, executed and delivered by Theia and constitutes a legal, valid and binding obligation of Theia, enforceable in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, or contribution); (iv) the Resulting Issuer Shares issued in exchange for the Subscription Shares and Compensation Shares have been authorized and reserved for issue respectively to the holders of Subscription Receipts and the Agents upon the respective conversion of such Subscription Receipts and in accordance with the terms thereof, and upon the conversion of the Subscription Receipts in accordance with the respective terms thereof, the Resulting Issuer Shares will be validly issued as fully-paid and non-assessable common shares; (v) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby (including the issue of the Resulting Issuer Shares in exchange for the Subscription Shares and the Compensation Shares), do not and will not result in a breach of, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach of and do not and will not conflict with, any of the terms, conditions or provisions of the constating documents of Theia; (vi) the first trade in British Columbia by the Purchasers and the Agents of the Resulting Issuer Shares is exempt from the prospectus requirements of applicable securities laws in British Columbia and no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained by Theia under such securities laws to permit the first trade of the Exchanged Securities provided that: (A) at the time of such first trade, Theia is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (B) such trade is not a “control distribution” (as defined in NI 45- 102); (C) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade; (D) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and (E) if the seller of the securities is an insider or officer of the Corporation at the time of the trade, the seller has no reasonable grounds to believe that Theia is in default of applicable securities legislation; and (vii) such other matters as the Agents and their counsel may require, acting reasonably. In giving the opinion contemplated above, counsel to Theia shall be entitled, as to matters of fact, to rely upon the representations and warranties of the Purchasers contained in the Subscription Agreements, a certificate of fact of the Corporation signed by officers of the Corporation in positions to have knowledge of such facts and their accuracy, and certificates of such public officials and other persons as are necessary or desirable; (i) at the Time of Closing, each of the Corporation's directors and officers and those shareholders who hold greater than 5% of the Resulting Issuer Shares post-Offering shall each have entered into an agreement with the Lead Agent, on behalf of the Agents, in a form satisfactory to the Corporation and the Lead Agent, in both cases acting reasonably, which shall be negotiated in good faith and contain customary provisions, pursuant to which each such Person agrees, among other things, to not, for a period of 180 days from the Closing Date, directly or indirectly, offer, sell, contract to offer or sell, transfer, assign, grant or sell any option or warrant to purchase, lend, hypothecate, secure, pledge or otherwise transfer or dispose of any securities of the Corporation or any financial instruments convertible into, exercisable or exchangeable for, or that represent the right to receive, securities of the Corporation, whether through the facilities of a stock exchange, by private placement or otherwise, or make any short sale of, engage in any hedging transaction with respect to, or enter into any swap, forward or other transaction or arrangement that transfers all or a portion of the economic consequences associated with the ownership of such securities (regardless of whether any such transaction or arrangement is to be settled by the delivery of securities of the Corporation, securities of another Person, cash or otherwise), agree to do any of the foregoing or publicly announce any intention to do any of the foregoing, in each case without the prior written consent of the Lead Agent, such consent not to be unreasonably withheld or delayed; (j) no material order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Offered Securities), Theia (including the Exchanged Securities) or Subco shall have been issued by any governmental body or any other person or legal or administrative proceeding regulatory authority and continuing in effect and no proceedings for that purpose shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price thereforpending or, to the knowledge of counselsuch officers, contemplated or threatened by any regulatory authority that cannot be rectified prior to or concurrent with the Shares and Other Shares will be owned by Purchaser free and clear completion of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.Reverse Takeover; (dk) The Shareholders' Agreementthe Corporation and Theia shall have duly complied with all material terms, substantially in the form annexed hereto as Exhibit 1C, shall be executed covenants and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing conditions of this Agreement., each in their respective part, to be complied with up to the Time of Closing; and (fl) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers the Corporation and Theia contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true and correct in all material respects at and as of the Time of Closing Date with the same force and effect as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers the Time of Closing after giving effect to the foregoing effect. (g) In transactions contemplated by this Agreement except to the extent such representations and warranties were made as of a prior date in which case of Sellers, Purchase they shall have performed be true and correct in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectdate.

Conditions of Closing. No party hereto The obligation of the Underwriters to purchase the Initial Shares at the Closing Time on the Closing Date and to purchase any Additional Shares at the Closing Time on an Option Closing Date shall be required subject to consummate any of the transactions described herein unless at Closing,following: (a) The waiting period under the HSR Act Underwriters shall have expired received a certificate of status (or been terminated.the equivalent thereof pursuant to the relevant governing legislation) dated within one business day prior to the Closing Date from each of the Company and the material GTI Entities; (b) No suitthe Underwriters shall have received a certificate from the Company, actiondated as of the Closing Date and addressed to the Underwriters, investigationsigned by an officer of such person with respect to the Constating Documents of the Company, inquiry all resolutions of the Company’s board of directors relating to the Offering Documents and this Agreement, and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers, and such other matters as the Underwriters may reasonably request; (c) the Underwriters shall have received a certificate from the Company, dated as of the Closing Date and addressed to the Underwriters, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, certifying for and on behalf of the Company, to the best of their knowledge, information and belief, that, as at the Closing Time: (i) no order, ruling or other proceeding by any governmental body determination having the effect of suspending the sale or ceasing the trading in the Offered Shares or any other person or legal or administrative proceeding shall securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or are contemplated or threatened which may materially adversely affect by any regulatory authority; (ii) since July 20, 2018, (A) there has been no adverse change (financial or otherwise) in the financial conditionsbusiness, affairs, operations, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations ) or prospects capital of the Company and its subsidiaries the Subsidiaries (taken as a whole whole); and (B) other than as disclosed in the Offering Documents, no transaction has been entered into by the Company or any Subsidiary which questions is or would be material to such person other than in the validity or legality ordinary course of business; (iii) the Company has complied with all the material terms, and fulfilled the covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; (iv) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects (except for representations and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions described herein contemplated by this Agreement; and (v) the Final Receipt has been issued by the BCSC for the Prospectus pursuant to the Passport System and, to the knowledge of such persons, no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Subordinate Voting Shares or other securities of the Company, or the Offered Shares to be issued and sold by the Company, has been issued and no provision proceedings for such purpose have been instituted or are pending or, to the knowledge of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactionssuch officers, contemplated hereby.or threatened; (cd) Purchaser the Underwriters shall have received an satisfactory evidence that all requisite regulatory approvals and consents have been obtained by the Company in order to complete the Offering; and (ii) all necessary forms have been filed with the CSE to effect the listing of the Offered Shares on the CSE, subject to the satisfaction of standard listing conditions of the CSE; (e) the Underwriters shall have received a legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from Canadian legal counsel to for the Company, Nasonwhich counsel, Yeagerin turn may rely, Gersononly as to matters of fact, White and Xxxxx, P.A.on certificates of officers of the Company, as appropriate and subject to confirmation by the Underwriters, with respect to the matters referred following matters: (i) the Company is a corporation incorporated as a company under the laws of British Columbia, is an existing company, and is, with respect to the filing of annual returns, in Paragraphs 5(bgood standing under the Business Corporations Act (British Columbia); (ii) the Company has all requisite corporate power, 5(c) capacity and 5(e); that authority to own and lease its properties and assets, to carry on business and to execute and deliver this Agreement and to perform its obligations hereunder, including to offer, issue, sell and deliver the transfer of Initial Shares and to grant the Over- Allotment Option and offer, issue, sell and deliver the Additional Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held the Over-Allotment Option; (iii) as to the authorized and issued capital of the Company; (iv) the rights, privileges, restrictions and conditions attaching to the Offered Shares are accurately summarized in all material respects in the Prospectus; (v) all necessary corporate action has been taken by Sellersthe Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, including the creation, offering, issue and sale of the Offered Shares and the creation and grant of the Over-Allotment Option; (vi) this Agreement has been duly executed and delivered by the Company; (vii) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; (viii) the execution and delivery by the Company of this Agreement, the performance of its obligations hereunder including the creation, offering, issue and sale of the Offered Shares and the creation and grant of the Over- Allotment Option, do not and will not breach of or result in a default under, and do not creates a state of facts which, after notice or lapse of time or both, will results in a breach of or default under: (i) the Other Business Corporations Act (British Columbia); (ii) the Company’s notice of articles and articles; or (iii) any resolutions of the directions or shareholders of the Company; (ix) the Initial Shares will be have been duly issuedand validly authorized, created and issued by the Company and are validly issued and outstanding as fully paid and non-assessable; assessable Subordinate Voting Shares; (x) the issuance Over-Allotment Option has been duly and validly authorized and granted by the Company and the Additional Shares issuable upon the exercise of the shares issuable Over-Allotment Option have been duly and validly allotted and reserved for issuance by the Company and, upon the exercise of options held the Over-Allotment Option including receipt by Sellersthe Company of payment in full therefor, and the Other Additional Shares will be exempt from duly and validly authorized and issued and will be outstanding as fully paid and non-assessable Common Shares; (xi) Odyssey Trust Company, at its principal office in the registration City of Calgary, Alberta, has been duly appointed by the Company as the registrar and transfer agent for the Subordinate Voting Shares; (xii) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (xiii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Prospectus and any Supplementary Material and the filing thereof in each of the Qualifying Jurisdictions; (xiv) all necessary documents have been filed, all requisite proceedings have been taken, all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained, and all necessary legal requirements have been fulfilled, in order to qualify the distribution of the Initial Shares, the Over-Allotment Option and the Additional Shares in each of the Qualifying Jurisdictions through dealers who are registered under Securities Laws and who have complied with the relevant provisions of such Applicable Laws; (xv) all necessary forms have been filed with the Act and will not violate CSE to effect the registration provisions of Section 5 listing of the Securities ActOffered Shares on the CSE, subject to the satisfaction of standard listing conditions of the CSE; (xvi) as to the accuracy of the legal statements under the heading “Eligibility For Investment” and “Certain Canadian Federal Income Tax Considerations” in the Prospectus; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (dxvii) The Shareholders' Agreementsuch other matters as the Underwriters and their counsel may require, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement.acting reasonably; (f) In the case of Purchaser, Sellers Underwriters shall have performed received a favourable legal opinion of United States counsel to the Company, addressed to the Underwriters, in form and substance acceptable to counsel to the Underwriters, acting reasonably, dated the Closing Date to the effect that no registration of the Offered Shares offered and sold to purchasers in the United States is or shall be required under the U.S. Securities Act; (g) the Underwriters shall have received a legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from United States counsel to the Company, which counsel, in turn may rely, only as to matters of fact, on certificates of officers of GTI, as appropriate and subject to confirmation by the Underwriters, with respect to the following matters: (i) GTI is duly incorporated, validly existing and in good standing in the jurisdiction of its incorporation; (ii) GTI has the power and authority under Section 18-106 of the Delaware Limited Liability Act to conduct any lawful business activity; (iii) the authorized and issued capital of GTI and the ownership thereof; and (iv) such other matters as the Underwriters and their counsel may require, acting reasonably; (h) the Underwriters shall have received a legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from local counsel to GTI Core, which counsel, in turn may rely, only as to matters of fact, on certificates of officers of GTI Core, and subject to confirmation by the Underwriters, with respect to the following matters: (i) GTI Core is duly incorporated validly existing and in good standing in the jurisdiction of its incorporation; (ii) GTI Core has the corporate power to own, lease and operate its properties and conduct its business as currently conducted; and (iii) the authorized and issued capital of GTI Core and the ownership thereof; (i) the Underwriters shall have received satisfactory evidence that all material respects all requisite approvals and consents have been obtained by the Company in order to complete the Offering; (j) the Company shall cause the appropriate auditors to deliver to the Underwriters one or more “bring down” comfort letters, addressed to the Underwriters and the board of their obligations hereunder required directors of the Company, dated the Closing Date, in form and substance satisfactory to be performed by them at or the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date, Date the information contained in the comfort letters referred to in Section 5(a)(iii) hereof; (k) the representations and warranties of Sellers the Company contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall will be true in all material respects (except for representations and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects) at and as of the Closing Time on the Closing Date as if such representations and warranties were made at and as of such time and Purchaser shall have received a certificate signed all agreements, covenants and conditions required by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required this Agreement to be performed performed, complied with or satisfied by it the Company at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of Time on the Closing Date as if made will have been performed, complied with or satisfied at or prior to that time; (l) there shall not be any misrepresentation in the Offering Documents or any undisclosed material change or undisclosed material facts relating to the Company or the Offered Shares; (m) the Company shall have received a Preliminary Receipt and as of such time a Final Receipt qualifying the Offered Shares for distribution in the Qualifying Jurisdictions, and Sellers neither the Preliminary Receipt nor the Final Receipt shall be invalid or have been revoked or rescinded by any Securities Commission; (n) the Underwriters shall have received a certificate signed by an officer of Purchaser from Odyssey Trust Company as to the foregoing effectnumber of Subordinate Voting Shares issued and outstanding as at the date immediately prior to the Closing Date; and (o) the Underwriters shall have received such other certificates, opinions, agreements or closing documents in form and substance reasonably satisfactory to the Underwriters as the Underwriters may reasonably request.

Conditions of Closing. No party hereto The US Agent's obligation to complete the Closing, and the Purchasers' obligations to purchase the Units at the Closing, shall be required subject to consummate any the US Agent having received at the Time of the transactions described herein unless at Closing,: (a) The waiting period favourable legal opinions, in form and substance satisfactory to the US Agent, acting reasonably, dated the Closing Date from counsel for the Corporation, Sonfield & Sonfield, or, in the case of laws other than those of the United States, from local counsel addressed to the US Agent and the Purchasers and to the extent appropriate as to matters of fact based on certificates of officers of the Corporation to the following effect: (i) the Corporation has been incorporated and is existing under the HSR Act shall have expired or been terminatedlaws of the State of Delaware; (ii) the Corporation has all necessary corporate power and authority to own, lease and operate its business and assets and to conduct its business as now conducted; (iii) the authorized capital of the Corporation consists of 75,000,001 shares, divided into (i) 50,000,000 shares of Common Stock, $0.001 par value, (ii) 25,000,000 shares of Preferred Stock, $0.001 par value, and (iii) one share of Special Voting Stock. (biv) No suitthe Corporation has all necessary corporate power, actioncapacity and authority to authorize, investigationexecute and deliver the Material Contracts and to perform all of its obligations thereunder; (v) the execution, inquiry or other proceeding delivery of and performance by any governmental body or any other person or legal or administrative proceeding shall the Corporation of the Material Contracts have been instituted or threatened which may materially adversely affect authorized by all necessary corporate action on the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality part of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation Corporation; (vi) each of the transactionsMaterial Contracts has been duly executed and delivered by the Corporation and, contemplated hereby.subject to the usual qualifications, constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms; (cvii) Purchaser shall the Units have received an opinion from counsel to Companybeen authorized, Nason, Yeager, Gerson, White executed and Xxxxx, P.A., as to issued by the matters referred to in Paragraphs 5(b), 5(c) Corporation and 5(e); that the transfer of the Shares from Sellers certified and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for delivered in accordance with the terms provisions of the respective option agreementsSubscription Agreement, subject to the shares issuable upon exercise usual qualifications, constitute legal, valid and binding obligations of options held by Sellersthe Corporation enforceable in accordance with their terms; (viii) the Common Stock included in the Units, and the Other Shares will be duly Common Stock issuable upon the exercise of the Warrants have been reserved for issuance to the holders, from time to time, of the Warrants and such shares and the Warrants will, when issued, be validly issued and, in the case of the shares, as fully paid and non-assessable; assessable Common Stock; (ix) the issuance authorization, execution and delivery of and performance by the Corporation of the shares issuable upon exercise Material Contracts and the performance by the Corporation of options held its obligations contemplated thereunder, do not and will not conflict with, and do not and will not result in a breach of (whether after notice or lapse of time, or both), any of the terms, conditions or provisions of the articles or by-laws of the Corporation or resolutions of the directors (or any committee thereof) or shareholders of the Corporation; (x) the Corporation is a reporting company under the Securities Exchange Act of 1934 and not in default under the applicable federal and state laws; (xi) the form and terms of the certificates representing the Common Stock and Warrants has been or will be duly approved by Sellersthe directors of the Corporation, and in the case of the Common Stock, conforms with all legal requirements relating thereto; and (xii) Montreal Trust Company of Canada, at its principal office in Toronto, Ontario, has been appointed as warrant agent for the Share Purchase Warrants under the Share Purchase Warrant Indenture; (b) certificates dated the Closing Date, signed by appropriate officers of the Corporation, addressed to the US Agent, its counsel, and the Other Shares will be exempt from Purchasers, with respect to the registration provisions articles and by-laws of the Act and will not violate the registration provisions of Section 5 Corporation, all resolutions of the Securities Act; and, upon payment directors of the purchase price thereforCorporation and other corporate action relating to this Agreement and to the creation, allotment, issue and sale of the Units and specimen signatures of signing officers and with respect to such other matters as the US Agent may reasonably request; (c) a certificate or certificates dated the Closing Date and executed on behalf of the Corporation by the President and Chief Executive Officer of the Corporation or such other officer of the Corporation as the US Agent may approve, addressed to the US Agent, its counsel and the Purchasers certifying, to the best of the information, knowledge and belief of counselthe person so signing, the Shares and Other Shares will be owned by Purchaser free and clear of all liensafter having made due enquiry, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.that: (di) The Shareholders' Agreementthere are no contingent liabilities affecting the Corporation which are material to the Corporation; (ii) no order, substantially ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Stock or any other securities of the Corporation has been issued or made by any stock exchange, securities commission or other regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or contemplated or threatened by any stock exchange, securities commission or other regulatory authority; (iii) there are no actions, suits, proceedings or enquiries pending or threatened against or affecting the form annexed hereto as Exhibit 1CCorporation or to which any property of the Corporation is subject, shall be executed at law or in equity, or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may, in any way, materially and delivered adversely affect the Corporation; (iv) no failure or default on the part of the Corporation exists under any law or regulation applicable to the Corporation or under any licence, permit, contract, agreement or other instrument to which the Corporation is a party or by Purchaser which the Corporation is bound, which may in any way materially and Sellersadversely affect the Corporation and the execution, simultaneously with the closing delivery and performance of this Agreement and the purchase allotment, issue and sale of the several Other Shares by Purchaser.Units will not result in any such default; (ev) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed Corporation has duly complied in all material respects with all of their obligations hereunder required the terms and conditions of this Agreement on its part to be performed by them at or prior complied with up to the Closing Date, Time of Closing; (vi) the representations and warranties of Sellers the Corporation contained in this Agreement are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and correct as of the Closing Date with the same force and effect as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers the Time of Closing after giving effect to the foregoing effect.transactions contemplated by this Agreement; and (gvii) In such other matters as the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.US Agent may reasonably request; and

Conditions of Closing. No party hereto 9.1 The obligations of the Agent under this Agreement shall be required subject to consummate any the following conditions, which conditions are for the sole benefit of the transactions described herein unless at Closing,Agent and may be waived in writing in whole or in part by the Agent, in its sole discretion: (a) The waiting period the Agent shall have received at the Closing Time favourable legal opinions, addressed to the Agent, in form and substance satisfactory to the Agent and to the Agent's Counsel, acting reasonably, dated the Closing Date from the Corporation's Counsel as to the Laws of Canada and the Qualifying Provinces, which counsel in turn may rely upon the opinions of local or special counsel where they deem such reliance proper (or alternatively make arrangements to have such opinions directly addressed to the Agent), and all such counsel may also rely as to matters of fact, on certificates of public officials and senior officers of the Corporation, and letters from representatives of the CSE and the Transfer Agent, to the effect that (or as to, as applicable), based upon customary assumptions and subject to customary qualifications: (i) the Corporation is a corporation validly existing under the HSR Business Corporations Act shall (British Columbia) and has all requisite corporate power and capacity to carry on business and to own and lease properties and assets as contemplated by the Prospectus; (ii) the authorized and issued capital of the Corporation; (iii) the attributes of the Offered Shares are consistent in all material respects with the description of the Offered Shares in the Final Prospectus; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions in the Qualifying Provinces and, if applicable, the delivery of the final U.S. Private Placement Memorandum; (v) confirming the opinion of XxXxxxxx LLP concerning tax matters contained under the headings “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment” in the Prospectus; (vi) the Corporation has all necessary corporate power, capacity and authority to (i) execute (if applicable) and deliver each of the Offering Documents and to file each of the Offering Documents in the Selling Jurisdictions, (ii) execute, deliver and perform its obligations under this Agreement and the Compensation Option Certificate, as applicable, (iii) to create, issue and sell the Offered Shares, and (iv) to issue the Agent's Commission Shares, the Compensation Options, the Compensation Shares, and the Corporate Finance Fee Shares; (vii) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Compensation Option Certificate and the performance of its obligations thereunder and each of this Agreement and the Compensation Option Certificate has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (viii) the execution and delivery of this Agreement and the Compensation Option Certificate and the fulfilment of the terms thereof by the Corporation and the creation, issuance, sale and delivery, as applicable, of the Offered Shares and the Compensation Securities and the grant of the Agent's Option, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the articles of the Corporation, any resolutions of the shareholders or directors (including committees of the board of directors) of the Corporation, or any applicable corporate law or Applicable Securities Laws; (ix) the Offered Shares have expired been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (x) the Agent's Commission Shares and the Corporate Finance Fee Shares have been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (xi) the Compensation Options have been duly and validly created and issued and the Compensation Shares have been reserved, authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions of the Compensation Option Certificates, including payment of the exercise price therefor, the Compensation Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (xii) the form of definitive share certificate representing the Common Shares has been duly approved and adopted by the Corporation, complies with applicable Law, the articles of the Corporation and the resolution of the Board of Directors relating thereto and meets the requirements of the CSE; (xiii) the form of Compensation Option Certificate has been duly approved and adopted by the Corporation, complies with applicable Law, the articles of the Corporation and the resolution of the Board of Directors relating thereto and meets the requirements of the CSE; (xiv) subject to the fulfillment by the Corporation of the Standard Listing Conditions, the Common Shares (including the Offered Shares, Agent's Commission Shares, Corporate Finance Fee Shares and Compensation Shares issuable upon exercise of the Compensation Options) have been conditionally approved for listing on the CSE; (xv) the Transfer Agent, at its principal office in Vancouver, British Columbia has been duly appointed as the transfer agent and registrar of the Corporation for the Common Shares and the Proportionate Voting Shares; (xvi) all documents have been filed and all requisite proceedings have been taken and all Authorizations of appropriate Regulatory Authorities under Applicable Securities Laws have been obtained to qualify the Distribution of the Offered Shares, the Agent's Commission Shares, the Compensation Options (and the Compensation shares issuable upon exercise thereof) and the Corporate Finance Fee Shares in each of the Selling Jurisdictions through investment dealers or been terminatedbrokers duly registered under the Applicable Securities Laws of each such Selling Jurisdiction who have complied with the relevant provisions of the Applicable Securities Laws of such Selling Jurisdictions; (xvii) that the Corporation is a "reporting issuer" under Canadian Securities Laws and is not on a list of defaulting reporting issuers maintained by any Securities Commission; and (xviii) with respect to such other matters as may reasonably be requested by the Agent prior to the Closing Time; in form and substance acceptable to the Agent, and Agent's Counsel, acting reasonably. (b) No suitthe Agent shall have received from local counsel in each jurisdiction of incorporation, actionorganization or formation, investigationas the case may be, inquiry of each Subsidiary, a legal opinion, in form and substance satisfactory to the Agent, and the Agent's Counsel, acting reasonably, with respect to the following matters: (i) each of the Subsidiaries is a corporation or other proceeding form of entity existing under the laws of the jurisdiction in which it was incorporated, organized, formed, amalgamated or continued, as the case may be; (ii) each of the Subsidiaries has the corporate capacity and power to own and lease its properties and assets and to conduct its business as currently being conducted; (iii) all of the issued and outstanding shares or other ownership interests or rights of the Subsidiaries are registered, directly or indirectly, in the name of the Corporation or a subsidiary of the Corporation; and (iv) each Subsidiary being current with all corporate filings required to be made under its jurisdiction of incorporation, organization or formation, as the case may be; (c) if any Offered Shares are offered and sold in the United States, the Corporation will cause a legal opinion to be delivered to the Agent by the Corporation's counsel, dated and delivered on the Closing Date, in form and substance reasonably satisfactory to the Agent, to the effect that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Offered Shares, provided such offers and sales are made in compliance with Schedule C to this Agreement and provided further that it being understood that no opinion is expressed as to any governmental body subsequent resale of any Offered Shares; (d) the Corporation shall have delivered to the Agent without charge and in such numbers as the Agent may reasonably request, no later than the third Business Day after the issuance of the Final Passport System Decision Document, in each of the Qualifying Provinces, or such later time as may be agreed upon by the Corporation and the Agent, in such Canadian cities as the Agent may reasonably request, the reasonable requirements of conformed commercial copies of the Final Prospectus, the (final) U.S. Private Placement Memorandum, if applicable, and any Supplementary Material, if applicable; (e) the Agent shall have received at the Closing Time certificates dated the Closing Date, signed by the appropriate officers of the Corporation, addressed to the Agent and the Agent's Counsel, with respect to: (i) the constating documents of the Corporation; (ii) the resolutions of the directors of the Corporation relevant to the sale of the Offered Shares, the issuance and delivery of the Compensation Options, Agent's Commission Shares and the Corporate Finance Fee Shares, and the authorization of the Offering Documents and the transactions contemplated herein and therein; and (iii) the incumbency and signatures of signing officers for the Corporation; (f) the Agent shall have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or any other officer acceptable to the Agent, addressed to the Agent certifying, to the best of the information, knowledge and belief of each person so signing, after having made due inquiry and after having carefully examined the Offering Documents, that: (i) since the date information is given in the Final Prospectus (A) there has been no material change (actual, anticipated, contemplated or legal threatened, whether financial or administrative proceeding otherwise) in the business, affairs, operations, capital, prospects, assets or liabilities (contingent or otherwise) of the Corporation and the Subsidiaries on a consolidated basis, and (B) no transaction has been entered into by the Corporation or any of the Subsidiaries which constitutes a material change to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; (ii) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Canadian Securities Laws in the Qualifying Provinces, and each such statement shall be true and the Agent shall have no knowledge to the contrary; (iii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of the Corporation has been issued or made by any Governmental Body and is continuing in effect and no proceedings for that purpose have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price thereforare pending or, to the knowledge of counselthe Corporation, the Shares and Other Shares will be owned contemplated or threatened by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.Governmental Body; (div) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed Corporation has complied in all material respects with all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with at or prior to the Closing Date, Time; and (v) the representations and warranties of Sellers the Corporation contained in this Agreement are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and correct as of the Closing Date with the same force and effect as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers the Closing Time after giving effect to the foregoing effect.transactions contemplated hereby; (g) In the case of Sellers, Purchase Agent shall have performed received (i) at the Closing Time, the electronically executed Compensation Option Certificate, and (ii) the original, fully executed Compensation Option Certificate no later than three Business Days following Closing; (h) the Agent shall have received from each of the Locked-up Persons identified in all material respects all Schedule "B" hereto, an executed Lock-up Agreement in a form satisfactory to the Agent, acting reasonably; (i) the Agent shall have received at the Closing Time a bring-down comfort letter dated the Closing Date from the Corporation's Auditors addressed to the Agent and the Board of its obligations hereunder required Directors, in form and substance satisfactory to the Agent, and the Agent's Counsel, similar to the comfort letter to be performed by it at or delivered to the Agent pursuant to Section 4.1(b) with such changes as may be necessary to bring the information therein forward to a date which is no earlier than two Business Days prior to the Closing Date, which changes shall be acceptable to the Agent; (j) the Agent shall have received a certificate of status and/or compliance, where issuable under applicable Law, for the Corporation, and each Subsidiary, dated within one Business Day prior to the Closing Date; (k) the Agent shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at the end of the Business Day on the date prior to the Closing Date; (l) the Agent shall have received at the Closing Time such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agent, and the Agent's Counsel, acting reasonably, as the Agent and the Agent's Counsel may reasonably request; (m) the Agent shall have received evidence of the approval (or conditional approval) of the listing and posting for trading of the Common Shares (including the Offered Shares, the Agent's Commission Shares, the Corporate Finance Fee Shares and the Compensation Shares issuable upon exercise of the Compensation Options on the CSE, subject only to satisfaction by the Corporation of the Standard Listing Conditions; (n) all Authorizations or filings as may be required by any Governmental Body, or any other third party necessary to complete the sale of the Offered Shares as contemplated herein shall have been made or obtained; (o) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the securities underlying the Offered Shares or any of the Corporation's issued securities shall have been issued and no proceeding for such purpose shall be pending or, to the knowledge of the Corporation, threatened by any Regulatory Authority; and (p) each of the representations and warranties of Purchaser the Corporation contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and correct as of the Closing Date Time, to the satisfaction of the Agent, acting reasonably, as if made at and as of each such time Closing Time and Sellers the Corporation shall have received a certificate signed by an officer fulfilled each of Purchaser the covenants contained in this Agreement to the foregoing effectsatisfaction of the Agent, acting reasonably.

Conditions of Closing. No party hereto (1) The Underwriter’s obligations to purchase the Purchased Units at the Closing Time shall be required subject to consummate any the following conditions, which conditions are for the sole benefit of the transactions described herein unless at Closing,Underwriter and may be waived in writing in whole or in part by the Underwriter: (a) The waiting period the Underwriter shall have received at the Closing Time favourable legal opinions, addressed to the Underwriter and to the Underwriter’s Counsel, in form and substance satisfactory to the Underwriter and the Underwriter’s Counsel, acting reasonably, dated the Closing Date from the Corporation’s Counsel as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where they deem such reliance proper (or alternatively make arrangements to have such opinions directly addressed to the Underwriter and the Underwriter’s Counsel), and all such counsel may also rely as to matters of fact, on certificates of public officials and senior officers of the Corporation, and letters from representatives of the CSE, the Transfer Agent and the Warrant Agent, to the effect that (or as to, as applicable), based upon customary assumptions and subject to customary qualifications: (i) the Corporation is a corporation incorporated, existing and in good standing under the HSR Act shall Laws of the Province of British Columbia and has all requisite corporate power, capacity and authority to carry on its business and to own, lease and operate its property and assets (including as described in the Offering Documents) and to execute and deliver this Agreement and perform its obligations hereunder; (ii) the authorized and issued share capital of the Corporation and the Subsidiary; (iii) the Common Shares issuable upon the exercise or conversion of the Offered Units, and Unit Warrants have expired been duly authorized and, when issued and delivered, will be validly issued by the Corporation and outstanding as fully paid and non- assessable shares; (iv) the attributes of the Offered Units and the Broker Warrants are consistent in all material respects with the description of the Offered Units and the Broker Warrants in the Final Prospectus; (v) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Offering Documents and the filing thereof under Canadian Securities Laws in each of the applicable Qualifying Jurisdictions; (vi) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the performance of the Corporation’s obligations hereunder and this Agreement has been duly authorized, executed and delivered by the Corporation, and constitutes a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable remedies when equitable remedies are sought and subject to other customary qualifications; provided, however, that no opinion need be expressed on the enforceability of the indemnity and contribution provisions herein; (vii) the execution and delivery of this Agreement and the performance of the Corporation’s obligations hereunder and the issuance, sale and delivery of the Offered Units and the Broker Warrants do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles, notice of articles or by-laws of the Corporation or the Subsidiary, as applicable, or, of which counsel is aware, any resolution of any of the directors (or committees of directors) or shareholders or any shareholders agreement to which the Corporation is a party; (B) any applicable Laws having force in the Province of British Columbia and Canada; (viii) to counsel’s knowledge, there are no legal or governmental proceedings pending or threatened to which the Corporation or its Subsidiary is a party or to which any of their material properties or assets are subject that are required to be described in the Prospectus and are not so described; (ix) the form of definitive share certificate representing the Common Shares has been terminatedduly approved and adopted by the Corporation, complies with applicable Law, the articles and the notice of articles of the Corporation and the resolution of the Board of Directors relating thereto and meets the requirements of the CSE and, if applicable, the share certificate representing the Common Shares delivered at the Closing Time has been duly executed and delivered by or on behalf of the Corporation; (x) the form of definitive warrant certificate representing the Unit Warrants has been duly approved and adopted by the Corporation, complies with applicable Law, the articles and the notice of articles of the Corporation and the resolution of the Board of Directors relating thereto and meets the requirements of the CSE and, if applicable, the warrant certificate representing the Unit Warrants delivered at the Closing Time has been duly executed and delivered by or on behalf of the Corporation; (xi) that the statements made under the heading “Eligibility for Investment” in the Final Prospectus are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein; (xii) that, subject to the qualifications, assumptions, limitations and restrictions referred to under the heading “Certain Canadian Federal Income Tax Considerations” in the Final Prospectus and the statements made therein, to the extent that such statements summarize matters of law or legal conclusions, such statements are accurate and fairly summarize the matters described therein in all material respects; (xiii) the Transfer Agent at its principal office in Vancouver, British Columbia has been duly appointed as the transfer agent and registrar of the Corporation for the Common Shares; (xiv) all documents have been filed and all requisite proceedings have been taken and all approvals, permits, consents and authorizations of appropriate regulatory authorities under Canadian Securities Laws have been obtained to qualify the distribution of the Offered Units, the Over-Allotment Option and the Broker Warrants in each of the Qualifying Jurisdictions through investment dealers or brokers duly registered under the Canadian Securities Laws of each such Qualifying Jurisdiction who have complied with the relevant provisions of the Canadian Securities Laws of such Qualifying Jurisdiction; and (xv) such other matters as the Underwriter may reasonably request. To the extent the foregoing opinions are expressed as being limited to counsel’s knowledge, such opinions may be based upon actual knowledge (and without independent inquiry) of the lawyers who sign the opinion letters, the lawyers who have been actively involved in the preparation of the Prospectus and/or closing documents herein and any lawyer who, as to information relevant to a particular opinion issue or confirmation regarding a particular factual matter, is primarily responsible for providing the response concerning that particular opinion issue or confirmation. (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding the Underwriter shall have been instituted received at the Closing Time, a favourable legal opinion addressed to the Underwriter and to the Underwriter’s Counsel, in form and substance satisfactory to the Underwriter and the Underwriter’s Counsel, acting reasonably, dated the Closing Date from the United States counsel to the Corporation, to the effect that (or threatened which may materially adversely affect the financial conditionsas to, assets, liabilities (absolute, accrued, contingent or otherwiseas applicable), reservesbased upon customary assumptions and subject to customary qualifications: (i) the Subsidiary is a corporation incorporated, business, operations or prospects of Company existing and its subsidiaries taken as a whole or which questions in good standing under the validity or legality Laws of the transactions State of Nevada and has all requisite corporate power, capacity and authority to carry on its business and to own, lease and operate its property and assets (including as described herein in the Offering Documents) and no provision of any applicable law or regulation to execute and no judgment, injunction, order or decree shall prohibit deliver this Agreement and perform its obligations hereunder; (ii) the consummation authorized and issued capital of the transactions, contemplated herebySubsidiary; and (iii) such other matters as the Underwriter may reasonably request. (c) Purchaser the Underwriter shall have received an opinion at the Closing Time a bring-down comfort letter dated the Closing Date from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as the Corporation’s Auditors addressed to the matters referred Underwriter and the Board of Directors, in form and substance satisfactory to in Paragraphs 5(b)the Underwriter and the Underwriter’s Counsel, 5(csimilar to the comfort letter to be delivered to the Underwriter pursuant to Section 3(1)(c) and 5(e); that with such changes as may be necessary to bring the transfer information therein forward to a date which is no earlier than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriter; (d) the Underwriter shall have received at the Closing Time certificates dated the Closing Date, signed by the appropriate officers of the Shares from Sellers Corporation, addressed to the Underwriter and Other Shares the Underwriter’s Counsel, with respect to Purchaser will be exempt from the registration provisions articles and notice of articles of the Act and will not violate the registration provisions of Section 5 Corporation, all resolutions of the Securities Act; when paid for in accordance with Board of Directors and other corporate action relating to this agreement and the terms sale of the respective option agreementsOffered Units, the shares issuable upon exercise incumbency and specimen signatures of options held signing officers and with respect to such other matters as the Underwriter may reasonably request; (e) the Underwriter shall have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of the Corporation by Sellers, the Chief Executive Officer and the Other Shares will be duly issuedChief Financial Officer or any other officer acceptable to the Underwriter addressed to the Underwriter certifying, fully paid and non-assessable; to the issuance best of the shares issuable upon exercise information, knowledge and belief of options held by Sellerseach person so signing, after having made due inquiry and after having carefully examined the Other Shares will be exempt from Final Prospectus and any Supplementary Material, that except as disclosed in the registration provisions Final Prospectus or any Supplementary Material: (i) since the date of the Act and will not violate Final Prospectus: (A) there has been no material change (actual, anticipated, contemplated, or threatened, whether financial or otherwise) in the registration provisions of Section 5 Corporation; and (B) no transaction out of the Securities Act; andordinary course of business has been entered into or is pending by the Corporation or its Subsidiary, upon payment which is material to the Corporation and its Subsidiary taken as a whole; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the purchase price thereforCommon Shares or any other securities of the Corporation has been issued or made by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of counselthe Corporation, the Shares and Other Shares will be owned contemplated or threatened by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.Governmental Authority; (diii) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed Corporation has complied in all material respects with all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with at or prior to the Closing Date, Time; (iv) the representations and warranties of Sellers the Corporation contained in this Agreement are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and correct as of the Closing Date with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; and (v) such time and Purchaser other matters as the Underwriter may reasonably request. (f) the Broker Warrants shall have received a certificate signed by Sellers been issued to the foregoing effect.Underwriter; (g) In the case of Sellers, Purchase Corporation shall have performed completed the Listing described in the Prospectus; (h) the Offered Units are qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit-sharing plans, registered disability savings plans, registered education savings plans and tax- free savings accounts under the Income Tax Act (Canada); (i) each of the directors and officers of the Corporation shall have executed a lock-up agreement substantially in the form attached as Schedule A hereto (the “Lock-up Agreements”); (j) all material respects all consents, approvals, permits, authorization or filings as may be required by any Governmental Authority, or any other third party necessary to complete the sale of its obligations hereunder required to be performed by it the Offered Units and the Listing as contemplated herein shall have been made or obtained; (k) the Underwriter shall have received at the Closing Time such other certificates, statutory declarations, agreements or prior materials, in form and substance satisfactory to the Closing DateUnderwriter and the Underwriter’s Counsel, as the Underwriter and the Underwriter’s Counsel may reasonably request; (l) each of the representations and warranties of Purchaser the Corporation contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and correct as of the Closing Date Time, to the satisfaction of the Underwriter, acting reasonably, as if made at and as of each such time Closing Time and Sellers the Corporation shall have received a certificate signed by an officer fulfilled each of Purchaser the covenants contained in this Agreement to the foregoing effectsatisfaction of the Underwriter; and (m) as to all other legal matters reasonably requested by Underwriter’s Counsel relating to the distribution of the Offered Units.

Conditions of Closing. No party hereto The obligation of each Lender to make its initial Loan hereunder shall be required to consummate any not become effective, and the Closing Date shall not occur, until the date on which each of the transactions described herein unless at Closing,following conditions is satisfied: (a) The waiting period under Administrative Agent’s receipt of the HSR Act following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, and that the Borrower is validly existing, in good standing and qualified to engage in business in the States of Delaware and California; (v) a favorable written opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and dated as of the Closing Date, covering such matters relating to the Borrower, this Agreement, or other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require; (vi) a certificate signed by a Responsible Officer of the Borrower (on behalf of the Borrower) certifying that the conditions specified in Sections 4.02(a) and (b) have expired been satisfied without giving effect to the first parenthetical in such Section 4.02(a); and (vii) such other assurances, certificates, documents, consents or been terminatedopinions as the Administrative Agent or the Required Lenders reasonably may require. (b) No suit, action, investigation, inquiry Any fees required to be paid on or other proceeding by any governmental body or any other person or legal or administrative proceeding before the Closing Date shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated herebypaid. (c) Purchaser The Administrative Agent shall have received an opinion from counsel to Companyreasonably satisfactory evidence that the Existing Credit Agreement, Nasonshall have been terminated, Yeager, Gerson, White all amounts due thereunder shall have been paid in full and Xxxxx, P.A., as all letters of credit outstanding thereunder shall have expired (or other arrangements satisfactory to the matters referred to in Paragraphs 5(bapplicable issuing banks shall have been made), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' AgreementLenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, substantially including the Patriot Act. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in the form annexed hereto as Exhibit 1Cthis Section 4.01, each Lender that has signed this Agreement (and each such Lender’s Affiliates, successors and/or assigns) shall be executed and delivered deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by Purchaser and Sellers, simultaneously with or acceptable or satisfactory to a Lender unless the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers Administrative Agent shall have performed in all material respects all of their obligations hereunder required to be performed by them at or received notice from such Lender prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the proposed Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effectspecifying its objection thereto. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.

Conditions of Closing. No party hereto shall 13.1 The Underwriters’ obligations under this Agreement will be required subject to consummate the following conditions being fulfilled which are for the exclusive benefit of the Underwriters, any of which may be waived, in whole or in part, by the transactions described herein unless at Closing,Underwriters, in their sole discretion, pursuant to Section 14.2 hereof: (a) The waiting period the Underwriters will have received a legal opinion, subject to customary limitations, assumptions and qualifications, dated as of the Closing Date addressed to the Underwriters from the Issuer and the Issuer’s Canadian counsel in form and content to the reasonable satisfaction of the Underwriters’ counsel with respect to such matters as the Underwriters may reasonably request, including the following: (i) the Issuer: (1) is a corporation incorporated and validly existing under the HSR laws of its jurisdiction of incorporation; and (2) has all necessary corporate power, authority and capacity to own or lease its property and assets and to carry on its business as presently conducted as described in the Final Prospectus; (ii) the Issuer is authorized to issue an unlimited number of Shares, of which, as at the Closing Time, such numbers of Shares as noted in the Final Prospectus will be validly issued and outstanding as fully paid and non-assessable securities of the Issuer; (iii) to its knowledge, as of the Closing Time, except for the Debentures, the 6.75% convertible subordinated unsecured debentures due June 30, 2015 and the 7.50% convertible subordinated unsecured debentures due October 31, 2014, no securities exchangeable or convertible into Shares will be issued and outstanding; (iv) all necessary corporate action has been taken by the Issuer to authorize the execution, certification, issue, sale and delivery of the Debentures and all necessary corporate action has been taken by the Issuer to create and validly issue the Underlying Shares; (v) all necessary corporate action has been taken to authorize the execution and delivery by the Issuer of this Agreement and the Trust Indenture and the performance of its obligations thereunder, and this Agreement and the Trust Indenture have been duly executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against it in accordance with their respective terms, provided that enforcement may be limited by bankruptcy, insolvency and other similar laws of general application affecting the enforcement of creditors’ rights generally, specific performance, injunctive relief and other equitable remedies may be granted only in the discretion of a court of competent jurisdiction and that rights of indemnity and/or contribution set out in this Agreement and the Trust Indenture may be limited by applicable law; (vi) no consent, approval, authorization or order of, and no filing, registration or recording with, any Governmental Entity is required in connection with the execution and delivery by the Issuer of this Agreement, the Trust Indenture and the Debentures, or the performance by the Issuer of its obligations hereunder or thereunder, as applicable, and the consummation by the Issuer of the Offering, including the creation, issuance, sale and delivery of the Debentures (and the Underlying Shares), except for consents, approvals, authorizations or orders, or filings, registrations or recordings with any Governmental Entity that have been obtained; (vii) the execution and the delivery of this Agreement and the Trust Indenture, and the consummation of the Offering, will not: (1) conflict with or result in or will result in a breach of or default under any of the terms, conditions or provisions of the constating documents of the Issuer or the resolutions of its directors or Equity Holders or any committee thereof; or (2) conflict with or result in a breach of or default under any applicable law, or, to its knowledge, any judgment, order or decree of any Governmental Entity having jurisdiction over the Issuer or any of its respective assets or properties; (viii) each of the Preliminary Prospectus and the Final Prospectus, in both the French and English languages, and the execution and filing of each of the Preliminary Prospectus and the Final Prospectus, in both the French and English languages, with the Securities Commissions have been duly approved and authorized by all necessary corporate action by the Issuer, and each of the Preliminary Prospectus and the Final Prospectus, in both the French and English languages, have been duly executed by the Issuer; (ix) the distribution of the Debentures complies, in all material respects, with all laws in the Province of Quebec relating to the use of the French language in connection therewith; (x) the Issuer is a reporting issuer or the equivalent thereof in each Qualifying Jurisdiction where such concept exists and is not in default under the Securities Laws of any Qualifying Jurisdiction; (xi) all necessary documents have been filed, all requisite proceedings have been taken and all other legal requirements have been fulfilled under the laws of each of the Qualifying Jurisdictions in order to qualify the Debentures for distribution and sale to the public through investment dealers or brokers who are registered under applicable legislation of the Qualifying Jurisdictions and who have complied with the relevant provisions of such applicable legislation; (xii) the form and terms of the certificates for the Debentures have been approved and adopted by the directors of the Issuer and comply with the terms and conditions of the Trust Indenture and the requirements of the TSX; (xiii) the TSX has conditionally approved the listing and posting for trading of the Debentures and the Underlying Shares subject to fulfilling the Standard Listing Conditions by the date required by the TSX; (xiv) as long as the Debentures or the Underlying Shares are listed on a designated stock exchange, as defined in the Tax Act, the Debentures will be qualified investments under the Tax Act shall have expired for trusts governed by registered retirement savings plans, registered education savings plans, registered retirement income funds, deferred profit sharing plans (except a deferred profit sharing plan to which the Issuer, or an employer that does not deal at arm’s length with the Issuer, has made a contribution), registered disability savings plans and tax-free savings accounts; (xv) the Trust Company, at its principal offices in Toronto, has been terminatedduly appointed as the registrar and transfer agent with respect to the Shares and Computershare Trust Company of Canada, at its principal office in Toronto, has been duly appointed as the trustee under the Trust Indenture with respect to the Debentures; and (xvi) the directors of the Issuer are duly appointed. (b) No suitthe Underwriters will have received a legal opinion, actiondated as of the Closing Date and addressed to the Underwriters, investigationfrom Torys LLP, inquiry or other proceeding Canadian counsel to the Underwriters, in form and content to the reasonable satisfaction of the Underwriters with respect to such matters as the Underwriters may reasonably request; (c) the Underwriters will have received certificates dated the Closing Date signed by any governmental body those senior officers on behalf of the Issuer, as may be acceptable to the Underwriters, acting reasonably, in form and content satisfactory to the Underwriters, acting reasonably, with respect to all such matters as the Underwriters may reasonably request, including the following: (i) the constating documents of the Issuer; (ii) the resolutions of the directors of the Issuer relevant to the approval of the Final Prospectus and the signing and filing thereof, creation, issuance and sale of the Debentures; and (iii) the incumbency and signatures of signing officers of the Issuer; (d) the Underwriters will have received at the Closing Time a certificate dated the Closing Date addressed to the Underwriters and signed by two senior officers of the Issuer, certifying for and on behalf of Issuer: (i) subsequent to the respective dates as at which information is given in the Final Prospectus or any other person Supplemental Material there has been no material change (actual, anticipated, contemplated or legal threatened, whether financial or administrative proceeding shall have been instituted or threatened which may materially adversely affect otherwise) to the financial conditionsbusiness, affairs, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations capital or prospects of Company and the Issuer or its subsidiaries subsidiaries, taken as a whole or which questions the validity or legality whole, and none of the transactions described herein and Issuer or its subsidiaries has entered into any transaction out of the ordinary course of business which is material to the Issuer or the subsidiaries, taken as a whole, other than as disclosed in the Final Prospectus or any Supplemental Material; (ii) there are no provision of any applicable actions, suits, proceedings or inquiries pending or threatened against or affecting the Issuer or its subsidiaries at law or regulation and in equity or before or by any federal, provincial, state, municipal, county or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the Issuer or its subsidiaries, taken as a whole, or the transaction contemplated by this Agreement; (iii) no judgmentorder, injunction, order ruling or decree shall prohibit determination having the consummation effect of ceasing or suspending trading in the Shares or prohibiting the sale of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly Debentures has been issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price thereforno proceedings for such purpose have been instituted no proceedings for such purpose are pending or, to the knowledge Actual Knowledge of counselthe Issuer, threatened; (iv) the Shares and Other Shares will be owned by Purchaser free and clear Issuer has complied with all of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed its obligations under the Securities Act.SNCF Subscription Agreement as required in connection with the Offering of the Debentures; (dv) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed Issuer has complied with all covenants and delivered by Purchaser satisfied all terms and Sellers, simultaneously with the closing conditions of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required on its part to be performed complied with or satisfied by them at or prior it up to the Closing Date, Time; and (vi) the representations and warranties of Sellers the Issuer contained in this Agreement are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and correct as of the Closing Date Time with the same force and effect as if made at and as of such time the Closing Time after giving effect to the transaction contemplated by this Agreement; and Purchaser all of those matters will in fact be true and correct as at the Time of Closing and none of the Underwriters shall have received a certificate signed by Sellers any knowledge to the foregoing effect.contrary; (ge) In the case Underwriters will have received at the Closing Time a comfort letter dated as of Sellersthe Closing Date addressed to the Underwriters from the Auditors substantially in the form requested by the Underwriters, Purchase shall have performed in acting reasonably, updating the comfort letter or letters to be delivered to the Underwriters pursuant to Section 7, provided that such letter may be based on a review by the Auditors having a cut-off date not more than two business days prior to the Closing Date; (f) all material respects all of its obligations hereunder actions required to be performed taken by it or on behalf of the Issuer including the passing of all requisite resolutions of the directors of the Issuer and all requisite filings with governmental authorities, Securities Commissions or courts will have occurred at or prior to the Closing DateTime, so as to validly authorize the execution and filing of the Preliminary Prospectus, the representations Final Prospectus and warranties any Supplemental Material, to authorize the execution of Purchaser contained the Trust Indenture, and to authorize and issue the Debentures and the Underlying Shares, in this Agreement each case having the attributes contemplated by the Final Prospectus; (g) the Debentures and the Underlying Shares will have been approved for listing and posting for trading on the TSX, subject only to the Standard Listing Conditions; and (h) the Underwriters will have received such other certificates, opinions, agreements, materials or documents, in any certificate or other writing form and substance satisfactory to the Underwriters, as the Underwriters may reasonably request. 13.2 In giving the opinions contemplated in Section 13.1, counsel may rely: (a) as to matters of fact, to the extent appropriate in the circumstances, on certificates of the Auditors and on certificates of the Issuer executed on their respective behalf by a senior officer, acceptable to the Underwriters, acting reasonably; (b) on the opinions of local counsel acceptable to the Underwriters and their Underwriters’ counsel (signed copies should be addressed to and delivered by Purchaser pursuant hereto shall be true in all material respects at to the Underwriters and their counsel), acting reasonably, as to matters respecting the qualification of the Debentures for sale to the public and as to other relevant matters in the Qualifying Jurisdictions and all other relevant jurisdictions; and (c) in the case of counsel to the Underwriters and to the extent necessary, on the opinion of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectIssuer’s counsel or local counsel.

Conditions of Closing. No party hereto The Underwriters’ obligation to purchase the Offered Shares pursuant to this Agreement (including the obligation to complete the purchase of the Base Shares and the Over-Allotment Shares, as the case may be) shall be required subject to consummate any the following conditions: (1) the Underwriters receiving at the Time of Closing, favourable legal opinions from XxXxxxxx LLP, legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local legal counsel acceptable to legal counsel to the Underwriters as to the qualification of the transactions described herein unless at Closing,Offered Shares for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below subject to customary assumptions, qualifications and limitations: (a) The waiting period the Corporation is a corporation validly existing under the HSR Business Corporations Act shall have expired or been terminated.(British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) No suitthe Corporation has all necessary corporate power and authority to execute, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect deliver and perform its obligations under this Agreement and to issue and sell the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company Offered Shares and its subsidiaries taken as a whole or which questions grant the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Over-Allotment Option; (c) Purchaser shall have received an the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder and this Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions, limitations and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and a limitation that no opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., is expressed as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer enforceability of the Shares from Sellers rights of indemnity, contribution or waiver of contribution set forth in this Agreement; (e) the execution and Other Shares to Purchaser will be exempt from delivery of this Agreement and the registration provisions fulfilment of the Act terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Shares and the grant of the Over-Allotment Option, do not and will not violate result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the registration provisions notice of Section 5 articles or articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or the British Columbia Business Corporations Act or Canadian Securities Act; when paid for Laws; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (g) upon payment therefore and issuance in accordance with the terms of the respective option agreementsthis Agreement, the shares issuable upon exercise of options held by Sellers, and the Other Offered Shares will be duly issued, validly issued as fully paid and non-assessable; assessable shares in the issuance capital of the shares issuable Corporation; (h) the Over-Allotment Shares have been duly and validly authorized, allotted and reserved for issuance and upon exercise of options held by Sellersthe Over-Allotment Option and payment of the consideration therefor, and the Other Over-Allotment Shares will be exempt validly issued as fully paid and non-assessable shares in the capital of the Corporation; (i) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Shares to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over-Allotment Option to the Underwriters; (j) the Offered Shares will, on the Closing Date, be qualified investments under the Income Tax Act (Canada) for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and tax free savings accounts; (k) subject only to the standard listing conditions and the requirements set forth in the conditional approval letters of the TSX and NASDAQ, the Offered Shares have been conditionally listed or approved for listing on the TSX and NASDAQ; and (l) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing, in a form acceptable to the Co-Lead Underwriters and their legal counsel, acting reasonably. (2) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Co-Lead Underwriters, regarding certain material Subsidiaries in a form acceptable to the Co-Lead Underwriters and their legal counsel, acting reasonably, to the effect set out below: (a) the Subsidiaries having been incorporated and existing under their jurisdiction of incorporation; (b) the Subsidiaries having the corporate power and capacity to own and lease their properties and assets and to conduct their businesses as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiaries, all of which are owned by the Corporation; (3) the Underwriters having received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Co-Lead Underwriters, acting reasonably, in form and content satisfactory to the Co-Lead Underwriters, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Shares, the grant of the Over-Allotment Option, and, as applicable, the authorization of this Agreement and the transactions contemplated herein; and (c) the incumbency and signatures of signing officers for the Corporation; (4) the Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and the Subsidiaries, each dated within one (1) Business Day prior to the Closing Date; (5) the Underwriters receiving, at the Time of Closing, a “bring down” comfort letter dated the Closing Date from the registration provisions auditors of the Act Corporation, MNP LLP, in form and will substance satisfactory to the Co-Lead Underwriters, acting reasonably, bringing forward to a date not violate more than two Business Days prior to the registration provisions Closing Date the information contained in the comfort letter referred to in Section 4(1)(c) hereof; (6) the Underwriters receiving from the Corporation at the Time of Section 5 Closing, a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Securities Act; andCorporation as may be acceptable to the Co-Lead Underwriters, upon payment certifying for and on behalf of the purchase price thereforCorporation and without personal liability, after having made due enquiries, that: (a) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Shares or any other securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of counselsuch officers, contemplated or threatened by any regulatory authority; (b) since the Shares respective dates as of which information is given in the Final Prospectus (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and Other Shares will be owned (B) no transaction has been entered into by Purchaser free and clear of all lienseither the Corporation or the Subsidiaries which is material to the Corporation on a consolidated basis, encumbrances other than as disclosed in the Prospectus or restrictions the Supplementary Material, as the case may be; (c) there has been no change in any material fact (which includes the disclosure of any kind whatsoeverpreviously undisclosed material fact) contained in the Final Prospectus which fact or change is, except or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with regard to restrictions upon transfer as imposed under the applicable Securities Act.Laws; (d) The Shareholders' Agreement, substantially the Corporation has complied in all material respects with all the form annexed hereto as Exhibit 1C, shall be executed covenants and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed satisfied in all material respects all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing Date, Time of Closing; and (e) the representations and warranties of Sellers the Corporation contained in this Agreement Agreement, and in any certificate certificates of the Corporation delivered pursuant to or other writing delivered by Sellers pursuant hereto shall be in connection with this Agreement, are true and correct in all material respects at and as of the Time of Closing Date as if such representations and warranties were made as at the Time of Closing, after giving effect to the transactions contemplated hereby; (7) the Underwriters receiving the executed lock-up agreements from each director and officer of the Corporation in favour of the Underwriters in a form satisfactory to the Underwriters as required pursuant to Section 8(3) of such time and Purchaser shall have received this Agreement; (8) the Underwriters receiving, at the Time of Closing, a certificate signed by Sellers from Olympia Trust Company as to the foregoing effect.number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (g9) In at the case Time of SellersClosing, Purchase shall have performed no order, ruling or determination having the effect of ceasing or suspending trading in all material respects any securities of the Corporation or prohibiting the sale of the Offered Shares or any of the Corporation’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the TSX or NASDAQ; (10) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Offered Shares on the TSX and NASDAQ, subject only to satisfaction by the Corporation of standard listing conditions and matters set forth in the conditional listing approval letters of the TSX and NASDAQ, as applicable; (11) the Corporation complying with all of its covenants and obligations hereunder under this Agreement required to be performed by it satisfied at or prior to the Time of Closing; (12) the Underwriters not having exercised any rights of termination set forth herein; and (13) the Underwriters having received at the Time of Closing Datesuch further certificates, opinions of legal counsel and other documentation from the representations and warranties of Purchaser contained in this Agreement and in Corporation contemplated herein, provided, however, that the Underwriters or their legal counsel shall request any such certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received document within a certificate signed by an officer of Purchaser reasonable period prior to the foregoing effectTime of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. No party hereto shall be required to consummate any 9.1 The purchase and sale of the transactions described herein unless Purchased Securities and the Closing will be conditional upon and subject to the following conditions being fulfilled at or prior to the Time of Closing,, which conditions the Corporation covenants to exercise its reasonable best efforts to have fulfilled at or prior to the Time of Closing and which conditions in paragraphs (c), (d), (e) and (f) may be waived in writing in whole or in part by the Underwriters: (a) The waiting period under the HSR Act Corporation will have made or obtained the necessary filings, approvals, consents and acceptances of the appropriate Securities Commissions and the Exchange required to be made or obtained by the Corporation prior to the Time of Closing in order to complete the Offering as herein contemplated, it being understood that the Underwriters shall have expired or been terminated.do all that is required, acting reasonably, to assist the Corporation to fulfill this condition; (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding the directors of the Corporation shall have been instituted or threatened which may materially adversely affect authorized and approved this agreement, the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality issuance of the transactions described herein Purchased Securities, and no provision all matters relating thereto, it being hereby represented by the Corporation that such authorization and approval will be obtained prior to the Time of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Closing; (c) Purchaser it shall be the case that, and the Corporation will deliver to the Underwriters a certificate and covenant of the Corporation and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such officers of the Corporation as may be acceptable to the Underwriters) addressed to the Underwriters and dated the Closing Date in form satisfactory to their counsel, Xxxxxxx Xxxxx LLP, certifying that: (i) except as otherwise publicly disclosed, the Prospectus is true and correct in all material respects and contain no misrepresentation; (ii) except as otherwise publicly disclosed, no change in the assets, liabilities, financial position or business of the Corporation which would have a Material Adverse Effect has occurred and no transaction out of the ordinary course of business and of a nature material to the Corporation has been entered into or is pending since the date of the Prospectus Supplement; (iii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Purchased Securities or the trading of any of the Corporation's issued securities has been issued and, to the best knowledge, information and belief of the persons signing such certificate, no proceedings for such purpose are pending, contemplated or threatened; (iv) the Corporation is a "reporting issuer" not in default of any requirement under Applicable Securities Laws, is eligible in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus with the Securities Commissions at the respective times of filing and there is no material change in the affairs of the Corporation which presently requires disclosure under the Securities Act (Ontario), and other securities laws to which the Corporation is subject, which has not been so disclosed and no such disclosure has been made on a confidential basis; (v) it has complied with all covenants, terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Time of Closing; (vi) each of its representations and warranties contained herein are true and correct as of the Time of Closing; and (vii) such other matters of a factual nature as the Underwriters and the Underwriters' counsel may request, acting reasonably. (d) the Corporation will have caused favorable legal opinions to be delivered by its counsel, Blake, Xxxxxxx & Xxxxxxx LLP, dated the Closing Date addressed to the Underwriters and its counsel, Xxxxxxx Xxxxx LLP, with respect to those matters identified in Schedule "C" hereto and as to such other matters as the Underwriters may reasonably request, acceptable to the Underwriters' counsel, Xxxxxxx Xxxxx LLP, acting reasonably; (e) in the event of the sale of Purchased Securities in the United States or to or for the account or benefit of a U.S. person (within the meaning of Regulation S) pursuant to Schedule "D" hereto, the Underwriters shall have received an opinion from counsel to Companythe Corporation’s United States counsel, Nason, Yeager, Gerson, White in form and Xxxxx, P.A., as substance reasonably satisfactory to the matters referred Corporation, the Underwriters and their respective counsel and addressed to in Paragraphs 5(b), 5(c) the Corporation and 5(e); that the transfer each of the Shares from Sellers Underwriters, to the effect that no registration under the 1933 Act is required in connection with the offer, sale and Other Shares delivery to Purchaser will be exempt from the registration provisions Underwriters of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by SellersPurchased Securities, and the Other Shares will be duly issued, fully paid and non-assessable; initial resale by the issuance Underwriters of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Purchased Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially Qualified Institutional Buyers in the form annexed hereto as Exhibit 1C, shall be executed and delivered United States or to or for the account or benefit of a U.S. person (within the meaning of Regulation S) in the manner contemplated by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase Private Placement Memorandum. In providing such opinion, such counsel shall be entitled to assume (i) that the representations and warranties of the several Other Shares Corporation and the Underwriters set forth in this Agreement are true and correct, (ii) compliance by Purchaser. the Corporation and the Underwriters with their respective obligations under this Agreement, and (eiii) The purchase rely upon certificates of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement.Underwriters to be delivered pursuant to Schedule "D" hereto; (f) In the case Corporation will deliver to the Underwriters a letter dated the Closing Date in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of Purchaserthe Corporation from Ernst & Young LLP, Sellers shall have performed in all material respects all confirming the continued accuracy of their obligations hereunder required the comfort letter to be performed by them at or delivered to the Underwriters pursuant to Section 4.1(f) with such changes as may be necessary to bring information in such letter forward to a date not more than two (2) Business Days prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of provided such time and Purchaser shall have received a certificate signed by Sellers changes are acceptable to the foregoing effect.Underwriters, acting reasonably; (g) In that the Purchased Securities shall have been conditionally approved for listing and posting for trading on the Exchange subject to the satisfaction by the Corporation of the filing and other requirements of such Exchange; and (h) the Corporation shall have delivered the definitive certificate or certificates, as the case of Sellersmay be, Purchase shall have performed representing the Purchased Securities specified in all material respects all of its obligations hereunder required Article 10 hereof. 9.2 The Corporation agrees that the aforesaid legal opinions and certificates to be performed by it delivered at or prior the Time of Closing will also be addressed to Purchasers. 9.3 In addition to the Closing Dateforegoing, the representations Corporation shall provide such other documents, certificates and warranties of Purchaser contained opinions in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as connection with the filing of the Closing Date Prospectus, as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectUnderwriters may reasonably require.

Conditions of Closing. No party hereto The obligation of the Underwriters to purchase the Initial Units at the Closing Time on the Closing Date and to purchase any Additional Units at the Closing Time on an Option Closing Date shall be required subject to consummate any of the transactions described herein unless at Closing,following: (a) The waiting period under the HSR Act Underwriters shall have expired received a certificate of status (or been terminated.the equivalent thereof pursuant to the relevant governing legislation) dated within one business day prior to the Closing Date from the Company and MMDC; (b) No suitthe Underwriters shall have received a certificate from the Company, actiondated as of the Closing Date and addressed to the Underwriters, investigationsigned by an officer of such person with respect to the Constating Documents of the Company, inquiry all resolutions of the Company’s board of directors relating to the Offering Documents, this Agreement, the Warrant Indenture and the certificates representing the Compensation Options, and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers, and such other matters as the Underwriters may reasonably request; (c) the Underwriters shall have received a certificate from the Company, dated as of the Closing Date and addressed to the Underwriters, signed by the Co-Chief Executive Officer and the Chief Financial Officer of the Company, certifying for and on behalf of the Company, to the best of their knowledge, information and belief, that, as at the Closing Time: (i) no order, ruling or other proceeding by any governmental body determination having the effect of suspending the sale or ceasing the trading in the Offered Units or any other person or legal or administrative proceeding shall securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or are contemplated or threatened which may materially adversely affect by any regulatory authority; (ii) since the beginning of the current financial conditionsyear of the Company, (A) there has been no adverse change (financial or otherwise) in the business, affairs, operations, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations ) or prospects capital of the Company and its subsidiaries the Subsidiaries (taken as a whole whole); and (B) other than as disclosed in the Offering Documents, no transaction has been entered into by the Company or any Subsidiary which questions is or would be material to such person other than in the validity or legality ordinary course of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.business; (ciii) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that Company has complied with all the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellersmaterial terms, and fulfilled the Other Shares will be duly issued, fully paid covenants and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing conditions of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required on its part to be performed by them at or prior complied with up to the Closing Date, Time; (iv) the representations and warranties of Sellers the Company contained in this Agreement are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true correct in all material respects at (except for representations and warranties that are qualified as of to materiality or Material Adverse Effect, which shall be true and correct in all respects) with the Closing Date same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and (v) the Final Receipt has been issued by the OSC for the Prospectus pursuant to the Passport System and, to the knowledge of such time persons, no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or other securities of the Company, or the Shares and Purchaser Warrants to be issued and sold by the Company, has been issued and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened; (d) the Underwriters shall have received satisfactory evidence that all requisite regulatory approvals and consents have been obtained by the Company in order to complete the Offering; and (ii) all necessary forms have been filed with the CSE to effect the listing of the Shares, the Warrants and the Compensation Shares issued upon the exercise of the Compensation Options, on the CSE, subject to the satisfaction of standard listing conditions of the CSE; (e) the Underwriters shall have received a certificate signed by Sellers legal opinion addressed to the foregoing effect.Underwriters, in the form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from Canadian legal counsel for the Company, which counsel, in turn may rely, only as to matters of fact, on certificates of officers of the Company, as appropriate and subject to confirmation by the Underwriters, with respect to the following matters: (gi) In the case Company is a “reporting issuer”, or its equivalent, in each of Sellersthe Qualifying Jurisdictions and it is not listed as in default of Applicable Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (ii) the Company is a corporation duly amalgamated and validly existing under the laws of British Columbia, Purchase shall have performed and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets as described in the Prospectus; (iii) as to the authorized and issued capital of the Company; (iv) the rights, privileges, restrictions and conditions attaching to the Shares, the Warrants and the Warrant Shares are accurately summarized in all material respects in the Prospectus; (v) the Initial Shares and Initial Warrants sold pursuant to the Offering have been duly and validly created and authorized and are issued and are outstanding as fully paid shares or securities (as the case may be) of the Company and, in the case of the Initial Shares, are non-assessable; (vi) the Over-Allotment Option has been duly and validly authorized and granted by the Company and the Additional Shares and Additional Warrants issuable upon the exercise of the Over-Allotment Option have been duly and validly created, allotted and reserved for issuance by the Company and, upon the exercise of the Over-Allotment Option including receipt by the Company of payment in full therefor, the Additional Shares and the Additional Warrants will be duly and validly created, authorized, issued and outstanding as fully paid shares or securities (as the case may be) and, in the case of the Additional Shares, are non-assessable; (vii) the Warrant Shares have been duly and validly allotted and reserved for issuance and upon the exercise of the Warrants in accordance with their terms, the Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (viii) the Compensation Options have been duly created, authorized and issued by the Company; (ix) the Compensation Shares issuable upon the exercise of the Compensation Options have been validly reserved for issuance by the Company and, upon the payment of the exercise price therefor and the issue thereof, the Compensation Shares will be validly issued as fully paid and non-assessable Common Shares (x) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement, the Warrant Indenture and to issue the certificates representing the Compensation Options, and to perform its obligations hereunder and thereunder; (ii) to offer, issue, sell and deliver the Initial Shares and the Initial Warrants comprising the Initial Units; (iii) to grant the Over-Allotment Option and offer, issue, sell and deliver the Additional Shares and Additional Warrants comprising the Additional Units issuable upon exercise of the Over-Allotment Option; (iv) to issue, sell and deliver the Warrant Shares upon the exercise of the Warrants; and (v) to issue and grant the Compensation Options and to issue the Compensation Shares upon the exercise of the Compensation Options; (xi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (xii) the Company has duly authorized, executed and delivered, this Agreement, the Warrant Indenture and authorized the performance of its obligations hereunder required to be performed by it at or prior to and thereunder, including the Closing Dateoffering, creation (as applicable), issue, sale and delivery of the Initial Shares and the Initial Warrants comprising the Initial Units, the representations grant of the Over-Allotment Option, the offering, creation (as applicable) issue, sale and warranties delivery of Purchaser contained in the Additional Shares and Additional Warrants comprising the Additional Units upon exercise of the Over-Allotment Option, the issue of the Compensation Options and the Compensation Shares upon the exercise of the Compensation Options, and the issue, sale and delivery of the Warrant Shares upon the exercise of the Warrants, and each of this Agreement and the Warrant Indenture constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to appropriate qualifications that are customary of an offering of this nature; (xiii) the execution and delivery of this Agreement and the Warrant Indenture and the fulfillment of the terms hereof and thereof, including the offering, creation (as applicable), issue, sale and delivery of the Initial Shares and the Initial Warrants comprising the Initial Units, the grant of the Over-Allotment Option, the offering, creation (as applicable) issue, sale and delivery of the Additional Shares and Additional Warrants comprising the Additional Units upon exercise of the Over- Allotment Option, the issuance and grant of the Compensation Options and the issuance of the Compensation Shares upon the exercise of the Compensation Options, and the issue, sale and delivery of the Warrant Shares upon the exercise of the Warrants, and the consummation of the transactions contemplated by this Agreement and the Warrant Indenture, do not result in a breach of (whether after notice or lapse of time or both) or constitute a default under (i) any of the terms, conditions or provisions of the articles of incorporation or amalgamation, as applicable, of the Company, or (ii) the laws of the Province of Ontario and the federal laws of Canada applicable therein; (xiv) the form and terms of the definitive certificate or other writing delivered representing the Common Shares and the Warrants have been approved by Purchaser pursuant hereto shall be true the directors of the Company and comply in all material respects at with the BCBCA, the articles and by-laws of the Company and the rules of the CSE; (xv) Odyssey Trust Company is the duly appointed registrar and transfer agent for the Common Shares and Restricted Voting Shares and as Warrant agent, registrar and transfer agent for the Warrants; (xvi) all necessary documents have been filed, all requisite proceedings have been taken, all approvals, permits and consents of the Closing Date as if made at appropriate regulatory authority in each Qualifying Jurisdiction have been obtained, and as all necessary legal requirements have been fulfilled, in order to qualify the distribution of the Initial Shares and the Initial Warrants comprising the Initial Units, the Compensation Options, the Over- Allotment Option and the Additional Shares and the Additional Warrants comprising the Additional Units in each of the Qualifying Jurisdictions through dealers who are registered under Applicable Securities Laws and who have complied with the relevant provisions of such time Applicable Laws; (xvii) the issuance by the Company of (i) the Warrant Shares in accordance with and Sellers shall have received a certificate signed by an officer of Purchaser pursuant to the foregoing effect.terms and conditions of the Warrants and the Warrant Indenture; and (ii) the Compensation Shares upon the exercise of the Compensation Options, is exempt from the prospectus requirements of the Applicable Securities Laws in the Qualifying Jurisdictions and no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit or consent of the Securities Commissions is required to be obtained by the Company under the Applicable Securities Laws in the Qualifying Jurisdictions to permit such issuance of the Warrant Shares and the Compensation Shares; (xviii) the first trade in Warrant Shares underlying the Warrants and the Compensation Shares underlying the Compensation Options is exempt from the prospectus requirements of the Applicable Securities Laws in the Qualifying Jurisdictions and no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Company under Applicable Securities Laws of the Qualifying Jurisdictions to permit such trade through registrants registered under Applicable Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that (i) such trade is not a “control distribution” as that term is defined in National Instrument 45-102 – Resale of Securities at the time of such trade, (ii) the Company is a reporting issuer (as defined under Applicable Securities Laws) at the time of such first trade, and

Conditions of Closing. No party hereto shall be required to consummate any Section 3.1 The amendment and restatement of the transactions described herein unless at Closing,Original Loan Agreement pursuant to this Senior Loan Agreement is subject to the following conditions precedent: (a) The waiting period under the HSR Act Senior Agent shall have expired or been terminatedreceived copies of each of the following documents in form and content satisfactory to the Senior Agent and its counsel, duly executed by the parties thereto and, where applicable, acknowledged: (i) The Senior Loan Documents. (bii) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects b Opinions of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White the Borrower delivered on the Effective Date and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of on the Closing Date as if made at the Senior Agent may request and as of such time and Purchaser shall have received a certificate signed by Sellers that are acceptable to the foregoing effectSenior Agent addressing the existence and good standing of the Borrower and each Subsidiary, the authorization of the Senior Loan Documents, the enforceability of the Senior Loan Documents, and the perfection of the liens under the Senior Loan Documents, the absence of conflicts with law, other material agreements, and court orders, the absence of litigation, and such other matters as the Senior Agent may request. (giii) In the case of SellersCertificates, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and dated as of the Closing Date Effective Date, of the Secretary or an Assistant Secretary of each of the Borrower and the Subsidiaries (A) certifying as if made at true, complete and correct the charter and by-laws of the Borrower and each Subsidiary, and resolutions of the Board of Directors of the Borrower and each respective Subsidiary attached thereto, (B) as to the absence of such time proceedings or other action for dissolution, liquidation or reorganization of the Borrower and Sellers each Subsidiary, (C) as to the incumbency of the officers of the Borrower and the Subsidiaries who shall have received a executed instruments, agreements, and other documents in connection with the transactions contemplated hereby or by the Senior Loan Documents, and (D) covering such other matters, and with such other attachments thereto, as the Senior Agent may request, and such certificate signed by an officer of Purchaser and the attachments thereto shall be satisfactory in form and substance to the foregoing effectSenior Agent.

Conditions of Closing. No party hereto The Underwriters’ obligation to purchase the Offered Shares pursuant to this Agreement (including the obligation to complete the purchase of the Base Shares and the Over-Allotment Shares, as the case may be) shall be required subject to consummate any the following conditions: (1) the Underwriters receiving at the Time of Closing, favourable legal opinions from XxXxxxxx LLP, legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local legal counsel acceptable to legal counsel to the Underwriters as to the qualification of the transactions described herein unless at Closing,Offered Shares for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below subject to customary assumptions, qualifications and limitations: (a) The waiting period the Corporation is a corporation validly existing under the HSR Business Corporations Act shall have expired or been terminated.(British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) No suitthe Corporation has all necessary corporate power and authority to execute, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect deliver and perform its obligations under this Agreement and to issue and sell the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company Offered Shares and its subsidiaries taken as a whole or which questions grant the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Over-Allotment Option; (c) Purchaser shall have received an the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder and this Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions, limitations and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and a limitation that no opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., is expressed as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer enforceability of the Shares from Sellers rights of indemnity, contribution or waiver of contribution set forth in this Agreement; (e) the execution and Other Shares to Purchaser will be exempt from delivery of this Agreement and the registration provisions fulfilment of the Act terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Shares and the grant of the Over-Allotment Option, do not and will not violate result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the registration provisions notice of Section 5 articles or articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or the British Columbia Business Corporations Act or Canadian Securities Act; when paid for Laws; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions; (g) upon payment therefore and issuance in accordance with the terms of the respective option agreementsthis Agreement, the Offered Shares will be validly issued as fully paid and non- assessable shares issuable in the capital of the Corporation; (h) the Over-Allotment Shares have been duly and validly authorized, allotted and reserved for issuance and upon exercise of options held by Sellersthe Over-Allotment Option and payment of the consideration therefor, and the Other Over-Allotment Shares will be duly issued, validly issued as fully paid and non-assessable; assessable shares in the issuance capital of the shares issuable upon exercise Corporation; (i) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Shares to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of options held by Sellers, such laws and the Other terms of such registration and to qualify the grant of the Over-Allotment Option to the Underwriters; (j) the Offered Shares will will, on the Closing Date, be exempt qualified investments under the Income Tax Act (Canada) for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and tax free savings accounts; (k) subject only to the standard listing conditions and the requirements set forth in the conditional approval letters of the TSX and NASDAQ, the Offered Shares have been conditionally listed or approved for listing on the TSX and NASDAQ; and (l) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing, in a form acceptable to the Co-Lead Underwriters and their legal counsel, acting reasonably. (2) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Co-Lead Underwriters, regarding certain Subsidiaries in a form acceptable to the Co-Lead Underwriters and their legal counsel, acting reasonably, to the effect set out below: (a) the Subsidiaries having been incorporated and existing under their jurisdiction of incorporation; (b) the Subsidiaries having the corporate power and capacity to own and lease their properties and assets and to conduct their businesses as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiaries, all of which are owned by the Corporation; (3) the Underwriters having received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Co-Lead Underwriters, acting reasonably, in form and content satisfactory to the Co-Lead Underwriters, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Shares, the grant of the Over-Allotment Option, and, as applicable, the authorization of this Agreement and the transactions contemplated herein; and (c) the incumbency and signatures of signing officers for the Corporation; (4) the Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and the Subsidiaries, each dated within one (1) Business Day prior to the Closing Date; (5) the Underwriters receiving, at the Time of Closing, a “bring down” comfort letter dated the Closing Date from the registration provisions auditors of the Act Corporation, Deloitte LLP, in form and will substance satisfactory to the Co-Lead Underwriters, acting reasonably, bringing forward to a date not violate more than two Business Days prior to the registration provisions Closing Date the information contained in the comfort letter referred to in Section 4(1)(c) hereof; (6) the Underwriters receiving from the Corporation at the Time of Section 5 Closing, a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Securities Act; andCorporation as may be acceptable to the Co-Lead Underwriters, upon payment certifying for and on behalf of the purchase price thereforCorporation and without personal liability, after having made due enquiries, that: (a) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Shares or any other securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of counselsuch officers, contemplated or threatened by any regulatory authority; (b) since the Shares respective dates as of which information is given in the Prospectus (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and Other Shares will be owned (B) no transaction has been entered into by Purchaser free and clear of all lienseither the Corporation or the Subsidiaries which is material to the Corporation on a consolidated basis, encumbrances other than as disclosed in the Prospectus or restrictions the Supplementary Material, as the case may be; (c) there has been no change in any material fact (which includes the disclosure of any kind whatsoeverpreviously undisclosed material fact) contained in the Prospectus which fact or change is, except or may be, of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying with regard to restrictions upon transfer as imposed under the applicable Securities Act.Laws; (d) The Shareholders' Agreement, substantially the Corporation has complied in all material respects with all the form annexed hereto as Exhibit 1C, shall be executed covenants and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed satisfied in all material respects all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing Date, Time of Closing; and (e) the representations and warranties of Sellers the Corporation contained in this Agreement Agreement, and in any certificate certificates of the Corporation delivered pursuant to or other writing delivered by Sellers pursuant hereto shall be in connection with this Agreement, are true and correct in all material respects at and as of the Time of Closing Date as if such representations and warranties were made as at the Time of Closing, after giving effect to the transactions contemplated hereby; (7) the Underwriters receiving the executed lock-up agreements from each director and officer of the Corporation in favour of the Underwriters in a form satisfactory to the Underwriters as required pursuant to Section 8(3) of such time and Purchaser shall have received this Agreement; (8) the Underwriters receiving, at the Time of Closing, a certificate signed by Sellers from Olympia Trust Company as to the foregoing effect.number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (g9) In at the case Time of SellersClosing, Purchase shall have performed no order, ruling or determination having the effect of ceasing or suspending trading in all material respects any securities of the Corporation or prohibiting the sale of the Offered Shares or any of the Corporation’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the TSX or NASDAQ; (10) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Offered Shares on the TSX and NASDAQ, subject only to satisfaction by the Corporation of standard listing conditions and matters set forth in the conditional listing approval letters of the TSX and NASDAQ, as applicable; (11) the Corporation complying with all of its covenants and obligations hereunder under this Agreement required to be performed by it satisfied at or prior to the Time of Closing; (12) the Underwriters not having exercised any rights of termination set forth herein; and (13) the Underwriters having received at the Time of Closing Datesuch further certificates, opinions of legal counsel and other documentation from the representations and warranties of Purchaser contained in this Agreement and in Corporation contemplated herein, provided, however, that the Underwriters or their legal counsel shall request any such certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received document within a certificate signed by an officer of Purchaser reasonable period prior to the foregoing effectTime of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. No party hereto shall be required The following are conditions precedent to consummate any the obligations of the transactions described herein unless at Closing,Underwriters under this Agreement, which conditions may be waived in writing in whole or in part by the Lead Underwriters on behalf of the Underwriters: (a) The waiting period at the Time of Closing, the Corporation’s counsel, Blake, Xxxxxxx & Xxxxxxx LLP, will have delivered to the Underwriters and their counsel, Torys LLP, a favourable legal opinion with respect to all such matters as the Underwriters may reasonably request, including, without limiting the generality of the foregoing: to the existence and corporate power and capacity of the Corporation; the creation, authorization, issue and sale of the Notes; that all necessary corporate action has been taken by the directors of the Corporation to validly issue the Conversion Preference Shares and, if and when issued in accordance with the terms and conditions of the Trust Indenture and the Notes, such Conversion Preference Shares will be validly issued and outstanding as fully paid and non-assessable Class A preferred shares in the capital of the Corporation; the authorization of the Trust Indenture; that the attributes of the Notes and the Conversion Preference Shares are consistent in all material respects with the descriptions thereof in the Term Sheet; that the form of global certificate representing the Notes has been approved by the Corporation and complies with the provisions of the Trust Indenture; that the Corporation has appointed the Trustee as trustee under the HSR Act shall Trust Indenture; that the Trustee, at its principal office in the City of Toronto, has been duly appointed by the Corporation as the paying agent in respect of the Notes under the Trust Indenture; the enforceability of this Agreement, the Trust Indenture and the Notes; that the execution and delivery by the Corporation of, and the performance by the Corporation of its obligations under this Agreement and the Trust Indenture, including the issuance of the Notes and the creation, allotment and issuance of the Conversion Preference Shares upon conversion of the Notes in accordance with the terms and conditions of the Trust Indenture and the Notes, do not and will not result in a breach of any of (A) the provisions of the constating documents of the Corporation, or (B) any law of general application applicable in the Offering Jurisdictions; the Trust Indenture complies with the provisions of the CBCA; that the issuance of the Notes under the Trust Indenture complies with the provisions of the CBCA; the reporting issuer status of the Corporation under applicable Canadian Securities Laws; that no authorization, consent or approval of, or registration, filing or recording of the Trust Indenture with, any governmental or regulatory authority under any applicable statute or regulation of general application of the Province of Ontario or of Canada applicable therein is necessary in order to preserve or protect the validity or enforceability of the Trust Indenture; that the offering, issuance, sale and delivery of the Notes by the Corporation to purchasers in the Offering Jurisdictions, in accordance with the terms and conditions of this Agreement, and the issuance and delivery of the Conversion Preference Shares upon conversion of the Notes in accordance with the terms and conditions of the Trust Indenture and the Notes, is, or will be exempt from the prospectus requirements of Canadian Securities Laws and that no prospectus will be required, no other document will be required to be filed, no proceeding will be required to be taken and no approval, permit, consent, order, or authorization of any regulatory authority will be required to be obtained under Canadian Securities Laws to issue and deliver the Notes to such purchasers, or to issue and deliver Conversion Preference Shares upon conversion of the Notes in accordance with the terms and conditions of the Trust Indenture and the Notes, in each case other than the filing of a Form 45-106F1 prescribed under NI 45-106 within 10 days after the date of issue and sale of the Notes and the payment of any fees related thereto; and that the first trade of the Notes and any Conversion Preference Shares issued upon conversion of the Notes in accordance with the terms and conditions of the Trust Indenture and the Notes will be exempt from the prospectus requirements of Canadian Securities Laws and that no prospectus will be required in order to permit such trade. It is understood that such counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than Canada and the Provinces of Ontario, Québec, British Columbia and Alberta, (or alternatively make arrangements to have expired or been terminatedsuch opinions of local counsel directly addressed to the Underwriters), and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of an officer of the Corporation. (b) No suitat the Time of Closing, actionthe Underwriters will have received from their counsel, investigationTorys LLP, inquiry a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably require relating to the distribution of the Notes to the extent governed by the laws of Alberta, Ontario or Québec. (c) at the Time of Closing, the Corporation will deliver to the Underwriters a certificate dated the Closing Date addressed to the Underwriters and their counsel, and signed by the chief executive officer and the chief financial officer of the Corporation or such other proceeding by any governmental body officers of the Corporation as may be acceptable to the Underwriters, acting reasonably, certifying for and on behalf of the Corporation (without personal liability) that: (i) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Agreement and the Trust Indenture on its part to be complied with and satisfied at or any prior to the Time of Closing; (ii) the representations and warranties of the Corporation contained herein are true and correct in all material respects as of the Time of Closing with the same force and effect as if made at the Time of Closing after giving effect to the transactions contemplated hereby, except for representations and warranties which are made as of a specific date other person than the Closing Date, in which case they will be true and correct in all material respects as of that date only; (iii) no order, ruling or legal determination having the effect of ceasing the trading or administrative proceeding shall suspending the sale of the Notes has been issued and no proceedings for such purpose have been instituted or threatened which may materially adversely affect are pending or, to the best of the knowledge of such officers, threatened; (iv) since the respective dates of the Disclosure Materials, there has been no material adverse change, financial conditionsor otherwise, in the business, affairs, operations, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations capital or prospects of Company the Corporation and its subsidiaries Subsidiaries (taken as a whole whole), or which questions any development involving a prospective material adverse change, financial or otherwise, in the validity business affairs, operations, assets, liabilities (contingent or legality otherwise) or capital of the transactions described herein Corporation and its Subsidiaries (taken as a whole), from that disclosed in the Corporation’s Information Record or the Disclosure Materials (as they existed at the respective dates thereof); (v) none of the documents filed with Canadian Securities Regulators forming the Corporation’s Information Record contained a misrepresentation as at the time the relevant document was filed that has not since been corrected; (vi) the Acquisition has not been terminated or amended in any material respect, no material provision has been waived by the Corporation and no event has occurred or condition exists which, to the Corporation’s Knowledge, will prevent the Acquisition Closing Date from occurring on or prior to the Outside Date, substantially and in all material respects as contemplated in the 2.7 Announcement, and the Corporation has no reason to believe that the Acquisition will not be completed in accordance with the 2.7 Announcement on or prior to the Outside Date; (vii) the Acquisition has not lapsed or been withdrawn; (viii) the Separation Agreement has not been terminated or amended in any material respect, no material provision of any applicable law or regulation has been waived by the Corporation and no judgmentevent has occurred or condition exists which, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred Corporation’s Knowledge, will prevent the Separation from occurring, substantially and in all material respects as contemplated in the Separation Agreement, and the Corporation has no reason to in Paragraphs 5(b), 5(c) and 5(e); believe that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and Separation will not violate the registration provisions of Section 5 of the Securities Act; when paid for be completed in accordance with the terms of the respective option agreementsSeparation Agreement; (ix) there has not been any adverse change in the assigned ratings on the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited which change is continuing at the Time of Closing, and no rating agency has placed any of the securities of the Corporation on credit watch or shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Notes; and (x) as to such other matters of a factual nature as the Underwriters and the Underwriters’ counsel may reasonably request; and such statements shall be true in fact; (d) the credit rating issued by Xxxxx’x Investors Service, Inc. for the Notes shall be at least “Baa3” (stable), the shares issuable upon exercise credit rating issued by DBRS Limited for the Notes shall be at least “BBB(high) (stable)” and the credit rating issued by Fitch Ratings Limited for the Notes shall be at least “BBB (stable)” and the Corporation shall deliver to the Underwriters letters from Xxxxx’x Investors Service, Inc., DBRS Limited and Fitch Ratings Limited confirming such respective ratings; (e) the Base Indenture and the First Supplemental Indenture shall have been executed and delivered by each of options held by Sellersthe Corporation and the Trust Company in form and substance satisfactory to the Underwriters, acting reasonably; (f) evidence satisfactory to the Underwriters that the Corporation’s board of directors has authorized and approved this Agreement and the Trust Indenture and, in each case, all matters relating thereto, and the Other Shares will be duly issued, fully paid have authorized and non-assessable; approved the issuance of the shares issuable upon exercise of options held Notes and all matters relating thereto; and (g) all actions required to be taken by Sellers, and the Other Shares will be exempt from the registration provisions or on behalf of the Act Corporation and will not violate its Subsidiaries, as applicable, including the registration provisions passing of Section 5 all requisite resolutions of the Securities Act; and, upon payment board of directors of the purchase price thereforCorporation and each Subsidiary and all requisite filings with governmental authorities, will have occurred at or prior to the knowledge Time of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer Closing so as imposed under the Securities Act.to: (di) The Shareholders' execute and deliver this Agreement and all other documents contemplated under this Agreement; (ii) duly and validly create, substantially authorize and issue the Notes in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously accordance with the closing provisions of this Agreement and the purchase Trust Indenture; and (iii) duly and validly create and authorize the issuance of the several Other Conversion Preference Shares by Purchaser. (e) The purchase upon conversion of the several Other Shares by Purchaser, shall take place simultaneously Notes in accordance with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as provisions of the Closing Date as if made at Trust Indenture and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effectNotes. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.

Conditions of Closing. No party hereto shall be required to consummate any The obligations of the transactions described herein unless at Closing,Underwriters hereunder with respect to the Offering will be subject to the completion by the Underwriters of a due diligence review satisfactory to the Underwriters in their sole judgment and to the satisfaction (or waiver by the Underwriters in their sole discretion) of the following additional conditions, as applicable, which conditions the Company covenants to exercise its commercially reasonable efforts to have fulfilled on or prior to the Closing Time or any Over-Allotment Closing Date, as applicable: (a) The waiting period under the HSR Act shall have expired or been terminated.Underwriters will receive at the Closing Time a legal opinion addressed to the Underwriters and its counsel dated and delivered on the Closing Date from the Company’s counsel, XxXxxxxx LLP, in form and substance satisfactory to the Underwriters and its counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Underwriters’ counsel: (bi) No suitthe Company is a “reporting issuer”, actionor its equivalent, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality in each of the transactions described herein Qualifying Jurisdictions and no provision it is not listed as in default of Applicable Securities Laws in any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Qualifying Jurisdictions which maintain such a list; (cii) Purchaser shall have received an opinion from counsel the Company is a corporation duly incorporated and validly existing under CBCA, and has all requisite corporate power, capacity and authority to Companycarry on its business as now conducted and to own, Nason, Yeager, Gerson, White lease and Xxxxx, P.A., operate its property and assets as described in the Prospectus; (iii) as to the matters referred to in Paragraphs 5(b), 5(c) authorized and 5(e); that the transfer issued capital of the Shares from Sellers Company; (iv) the rights, privileges, restrictions and Other Shares conditions attaching to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreementsShares, the shares issuable upon exercise of options held by Sellers, Warrants and the Other Warrant Shares will be are accurately summarized in all material respects in the Prospectus; (v) the Initial Shares have been duly issued, and validly authorized and issued and are outstanding as fully paid and non-assessable; assessable shares in the issuance capital of the shares Company; (vi) the Initial Warrants have been duly and validly created, authorized and issued by the Company; (vii) the Over-Allotment Option has been duly and validly authorized and granted by the Company and the Additional Shares and Additional Warrants issuable upon the exercise of options held the Over-Allotment Option have been duly and validly allotted and reserved for issuance by Sellersthe Company and, upon the exercise of the Over- Allotment Option including receipt by the Company of payment in full therefor, the Additional Shares will have been duly and validly authorized and issued and will be outstanding as fully-paid and non-assessable shares in the capital of the Company and the Other Additional Warrants will have been duly and validly created, authorized and issued by the Company; (viii) the Broker Warrants have been duly and validly authorized and granted by the Company and the Compensation Shares and the Compensation Warrants issuable upon the exercise of the Broker Warrants have been duly and validly allotted and reserved for issuance by the Company and, upon the exercise of the Broker Warrants, the Compensation Shares will have been duly and validly authorized and issued and will be outstanding as fully-paid and non-assessable shares in the capital of the Company and the Compensation Warrants will be duly and validly created, authorized and issued by the Company; (ix) the Warrant Shares have been duly and validly allotted and reserved for issuance and upon the exercise of the Warrants in accordance with their terms, the Warrant Shares will be exempt from duly and validly issued as fully paid and non-assessable Shares; (x) the registration provisions of the Act Company has all necessary corporate power and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, capacity: (i) to the knowledge of counselexecute and deliver this Agreement, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement Warrant Indenture and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required Broker Warrant Certificates and to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of perform its obligations hereunder required and thereunder; (ii) to be performed by it at or prior to offer, issue, sell and deliver the Closing Date, Initial Shares and the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of Initial Warrants comprising the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.Initial Units;

Conditions of Closing. No party hereto The obligations of the Agent hereunder shall be required conditional upon the Agent receiving, and the Agent shall have the right on the Closing Date on behalf of subscribers for the Subscription Receipts to consummate any of withdraw all subscriptions delivered and not previously withdrawn by subscribers unless the transactions described herein unless at Closing,Agent receives, on the Closing Date: (a) The waiting period a legal opinion of the Company’s counsel, in form and substance satisfactory to the Agent, both acting reasonably, with respect to such matters as the Agent may reasonably request, and including, inter alia, an opinion to the effect that: (i) the Company and each of its Subsidiaries are corporations existing under the HSR Act shall have expired or laws of their jurisdiction of incorporation and has not been terminated.dissolved; (bii) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and each of its subsidiaries taken Subsidiaries has all requisite corporate capacity and power to own and operate its property and assets and to carry on its business as a whole or which questions now conducted by it; (iii) the validity or legality Company has all requisite corporate capacity and power to make the Offering and to execute and deliver this Agreement, including the certificates representing the Broker Options, and to perform all of its obligations contemplated thereunder, including the issue of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit Common Shares issuable upon the consummation exercise of the transactions, contemplated hereby.Broker Options; (civ) Purchaser shall have received an opinion from counsel to Companyas at the Closing Date, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer authorized capital of the Company consists of an unlimited number of Common Shares, of which, 62,640,001 Common Shares from Sellers are issued and Other outstanding; (v) the execution and delivery of this Agreement, including the certificate representing the Broker Options and the performance by the Company of its obligations thereunder, including the issue of the Common Shares to Purchaser issuable upon the exercise of the Broker Options do not and will be exempt from not result in a breach of, and do not and will not conflict with, any of the registration terms, conditions or provisions of the Act and will not violate the registration provisions of Section 5 constating documents of the Securities ActCompany or the resolutions of the directors or shareholders of the Company; (vi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and other necessary documents, including the certificates representing the Broker Options and the completion of the Offering; this Agreement and each of such necessary documents has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms (subject to the usual qualifications); (vii) all necessary corporate action has been taken by the Company to authorize the allotment and issue of the Subscription Receipts, the creation, allotment and issue of the Broker Options upon exercise of any part of the Subscription Receipts and the Common Shares issuable upon the due exercise of the Broker Options have been allotted and reserved for issuance by the Company and, when paid for issued in accordance with the due exercise of the Broker Options, in accordance with the terms and conditions of the respective option agreementscertificates representing the Options, the shares issuable upon exercise of options held by Sellers, and the Other such Common Shares will shall be duly issued, fully issued as fully-paid and non-assessable; assessable shares of the Company; (viii) the issuance and sale of the Subscription Receipts and the issuance of the shares issuable upon exercise Broker Options have been and will be effected in such a manner as to be exempt, by instrument or statute or regulation or order, from the prospectus requirements of options held by Sellersthe Selling Jurisdictions, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder no documents are required to be performed filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under Applicable Securities Laws and Applicable Securities Laws of the Selling Jurisdictions to permit the issue and sale by them the Company of the Subscription Receipts and the issuance of the Broker Options (subject to filing private placement forms and paying requisite filing fees); (ix) no prospectus will be required and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under applicable securities legislation to permit the issue and delivery by the Company of the Common Shares upon the exercise of the Subscription Receipts, Warrants or Broker Options in accordance with the terms and conditions of the certificates representing such securities (subject to the usual filings, if any); (x) the first trade of the Subscription Receipts, the Warrants, the Broker Options and the Common Shares issuable thereunder will be a distribution unless at the time of such trade the usual qualifications are met; (xi) the certificates representing the Common Shares, Warrants and the Broker Options have been approved by the directors of the Corporation and comply with applicable law, including any necessary legends; and (xii) such other matters as the Agent or counsel for the Agent may reasonably require; (b) a favourable legal opinion dated the Closing Date of local counsel to the Company, addressed to the Agent, in form and substance satisfactory to the Agent and its counsel, acting reasonably, with respect to the title and/or interest of the Company and any of its Subsidiaries in the Eitan, Notera, Xxxxxxxx, Samuel, Yitzhak, Xxxx and Xxxx Licenses; and also to the effect that each of the Company’s Subsidiaries is in full compliance, as of the Closing Date, with the representations and warranties contained in subsections a, f, k, o, p, dd, ee, ff, hh, jj, and kk of section 5 above, mutatis mutandis. It is understood that the Company’s counsel may rely on certificates of officers of the Company on its own behalf and on behalf of the Company as to matters of fact. It is further understood that the Agent’s counsel may rely on the opinion of the Company’s counsel as to matters which specifically relate to the Company; (c) a certificate of the Company, dated the Closing Date, addressed to the Agent and signed by the Chief Executive Officer or the Chief Financial Officer, regarding the articles and by-laws of the Company, the resolutions of the directors and shareholders of the Company, and also certifying that: (i) the Company has complied with and satisfied at or prior to the Closing Date, Time all terms and conditions of this Agreement on its part to be complied with; (ii) the representations and warranties of Sellers contained the Company set forth in this Agreement are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true correct, in all material respects respects, at and as of the Closing Date Time, as if made at and as such time; and (iii) no event of the nature referred to in Sections 10.2 (b) and/or (d) has occurred or to the knowledge of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect.officers is pending, contemplated or threatened; (gd) In definitive certificates representing, in the case of Sellersaggregate, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at the Subscription Receipts, registered in such name or names as the Agent shall notify the Company in writing of not less than forty-eight (48) hours prior to the Closing DateTime; and (e) such other documentation, certificates, opinions or the representations like that Agent may reasonable require; all in a form and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser substance satisfactory to the foregoing effectAgent.

Conditions of Closing. No party hereto The Underwriters’ obligation to purchase the Offered Shares pursuant to this Agreement (including the obligation to complete the purchase of the Base Shares and the Over-Allotment Shares, as the case may be) shall be required subject to consummate any the following conditions: (1) the Underwriters receiving at the Time of Closing, favourable legal opinions from XxXxxxxx LLP, legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local legal counsel acceptable to legal counsel to the Underwriters as to the qualification of the transactions described herein unless at Closing,Offered Shares for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below subject to customary assumptions, qualifications and limitations: (a) The waiting period the Corporation is a corporation validly existing under the HSR Business Corporations Act shall have expired or been terminated.(British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease its properties and assets; (b) No suitthe Corporation has all necessary corporate power and authority to execute, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect deliver and perform its obligations under this Agreement and to issue and sell the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company Offered Shares and its subsidiaries taken as a whole or which questions grant the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Over-Allotment Option; (c) Purchaser shall have received an the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder and this Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions, limitations and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and a limitation that no opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., is expressed as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer enforceability of the Shares from Sellers rights of indemnity, contribution or waiver of contribution set forth in this Agreement; (e) the execution and Other Shares to Purchaser will be exempt from delivery of this Agreement and the registration provisions fulfilment of the Act terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Shares and the grant of the Over-Allotment Option, do not and will not violate result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the registration provisions notice of Section 5 articles or articles of the Corporation, any resolutions of the shareholders or directors of the Corporation, or the British Columbia Business Corporations Act or Canadian Securities Act; when paid for Laws; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions; (g) upon payment therefore and issuance in accordance with the terms of the respective option agreementsthis Agreement, the shares issuable upon exercise of options held by Sellers, and the Other Offered Shares will be duly issued, validly issued as fully paid and non-assessable; assessable shares in the issuance capital of the shares issuable Corporation; (h) the Over-Allotment Shares have been duly and validly authorized, allotted and reserved for issuance and upon exercise of options held by Sellersthe Over-Allotment Option and payment of the consideration therefor, and the Other Over-Allotment Shares will be exempt validly issued as fully paid and non-assessable shares in the capital of the Corporation; (i) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to permit the Offered Shares to be offered, sold and delivered in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration and to qualify the grant of the Over-Allotment Option to the Underwriters; (j) the Offered Shares will, on the Closing Date, be qualified investments under the Income Tax Act (Canada) for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and tax free savings accounts; (k) subject only to the standard listing conditions and the requirements set forth in the conditional approval letters of the TSX and NASDAQ, the Offered Shares have been conditionally listed or approved for listing on the TSX and NASDAQ; and (l) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Time of Closing, in a form acceptable to the Co-Lead Underwriters and their legal counsel, acting reasonably. (2) the Underwriters receiving, at the Time of Closing, favourable legal opinions from legal counsel to the Corporation acceptable to the Co-Lead Underwriters, regarding certain material Subsidiaries in a form acceptable to the Co-Lead Underwriters and their legal counsel, acting reasonably, to the effect set out below: (a) the Subsidiaries having been incorporated and existing under their jurisdiction of incorporation; (b) the Subsidiaries having the corporate power and capacity to own and lease their properties and assets and to conduct their businesses as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiaries, all of which are owned by the Corporation; (3) the Underwriters having received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Co-Lead Underwriters, acting reasonably, in form and content satisfactory to the Co-Lead Underwriters, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Shares, the grant of the Over-Allotment Option, and, as applicable, the authorization of this Agreement and the transactions contemplated herein; and (c) the incumbency and signatures of signing officers for the Corporation; (4) the Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and the Subsidiaries, each dated within one (1) Business Day prior to the Closing Date; (5) the Underwriters receiving, at the Time of Closing, a “bring down” comfort letter dated the Closing Date from the registration provisions auditors of the Act Corporation, Deloitte LLP, in form and will substance satisfactory to the Co-Lead Underwriters, acting reasonably, bringing forward to a date not violate more than two Business Days prior to the registration provisions Closing Date the information contained in the comfort letter referred to in Section 4(1)(c) hereof; (6) the Underwriters receiving from the Corporation at the Time of Section 5 Closing, a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Securities Act; andCorporation as may be acceptable to the Co-Lead Underwriters, upon payment certifying for and on behalf of the purchase price thereforCorporation and without personal liability, after having made due enquiries, that: (a) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Shares or any other securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of counselsuch officers, contemplated or threatened by any regulatory authority; (b) since the Shares respective dates as of which information is given in the Prospectus (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and Other Shares will be owned (B) no transaction has been entered into by Purchaser free and clear of all lienseither the Corporation or the Subsidiaries which is material to the Corporation on a consolidated basis, encumbrances other than as disclosed in the Prospectus or restrictions the Supplementary Material, as the case may be; (c) there has been no change in any material fact (which includes the disclosure of any kind whatsoeverpreviously undisclosed material fact) contained in the Prospectus which fact or change is, except or may be, of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying with regard to restrictions upon transfer as imposed under the applicable Securities Act.Laws; (d) The Shareholders' Agreement, substantially the Corporation has complied in all material respects with all the form annexed hereto as Exhibit 1C, shall be executed covenants and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed satisfied in all material respects all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing Date, Time of Closing; and (e) the representations and warranties of Sellers the Corporation contained in this Agreement Agreement, and in any certificate certificates of the Corporation delivered pursuant to or other writing delivered by Sellers pursuant hereto shall be in connection with this Agreement, are true and correct in all material respects at and as of the Time of Closing Date as if such representations and warranties were made as at the Time of Closing, after giving effect to the transactions contemplated hereby; (7) the Underwriters receiving the executed lock-up agreements from each director and officer of the Corporation in favour of the Underwriters in a form satisfactory to the Underwriters as required pursuant to Section 8(3) of such time and Purchaser shall have received this Agreement; (8) the Underwriters receiving, at the Time of Closing, a certificate signed by Sellers from Olympia Trust Company as to the foregoing effect.number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (g9) In at the case Time of SellersClosing, Purchase shall have performed no order, ruling or determination having the effect of ceasing or suspending trading in all material respects any securities of the Corporation or prohibiting the sale of the Offered Shares or any of the Corporation’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the TSX or NASDAQ; (10) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Offered Shares on the TSX and NASDAQ, subject only to satisfaction by the Corporation of standard listing conditions and matters set forth in the conditional listing approval letters of the TSX and NASDAQ, as applicable; (11) the Corporation complying with all of its covenants and obligations hereunder under this Agreement required to be performed by it satisfied at or prior to the Time of Closing; (12) the Underwriters not having exercised any rights of termination set forth herein; and (13) the Underwriters having received at the Time of Closing Datesuch further certificates, opinions of legal counsel and other documentation from the representations and warranties of Purchaser contained in this Agreement and in Corporation contemplated herein, provided, however, that the Underwriters or their legal counsel shall request any such certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received document within a certificate signed by an officer of Purchaser reasonable period prior to the foregoing effectTime of Closing that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of Closing. No party hereto shall be required to consummate any 9.1 The obligation of the transactions described herein unless at Closing,Agents to act as agents with respect to the offer and sale of the Shares by the Company will be subject to the following conditions, which conditions may be waived in writing in whole or in part by the Lead Agent on behalf of the Agents: 9.1.1 the Agents will have received a legal opinion from Ogier, Guernsey counsel to the Company, dated and delivered the Closing Date, in form and substance satisfactory to the Agents and their counsel, acting reasonably (and such counsel may rely upon opinions of local counsel where such counsel deems such reliance proper as to the laws other than the laws of Guernsey and may rely as to matters of fact, on certificates of auditors, public officials and officers of the Company) with respect to the following matters: 9.1.1.1 each of the Company and TKL: (a) The waiting period is a corporation duly incorporated and validly existing under the HSR Act shall have expired or been terminated. laws of Guernsey, (b) No suitis duly qualified under Guernsey law to carry on its business in each jurisdiction in which it currently carries on business, actionand (c) has all requisite corporate power and authority under Guernsey law to carry on its business and to own, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, lease and operate its property and assets, liabilities (absoluteas described in the Final Prospectus, accrued, contingent or otherwise), reserves, business, operations or prospects except to the extent that the failure to be so qualified does not have a material adverse impact on the business and affairs of the Company and its subsidiaries subsidiaries, taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.whole; (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., 9.1.1.2 as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer authorized capital of the Company and TKL and as to the number of Ordinary Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions which will, upon receipt of the Act consideration therefor be issued and will not violate outstanding as fully paid and non- assessable Ordinary Shares as at the registration provisions date of Section 5 such opinion; 9.1.1.3 as to the holder of all of the Securities Act; when paid for in accordance outstanding shares of TKL; 9.1.1.4 the execution and filing of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus with the terms Securities Commissions, have been duly approved and authorized by all necessary action on the part of the respective option agreements, Company; 9.1.1.5 the shares issuable upon exercise of options held by Sellers, Shares have been validly authorized and the Other Shares will be duly issued, issued and are outstanding as fully paid and non-assessable; the issuance assessable Ordinary Shares of the shares issuable upon exercise Company; 9.1.1.6 the attributes of options held the Ordinary Shares are consistent in all material respects with the description thereof in the Final Prospectus; 9.1.1.7 all necessary action has been taken by Sellersthe board of directors of each of the Company and TKL to authorize the execution and delivery by each such entity of this Agreement, each other Material Agreement to which it is a party and the Melon MOU, as applicable, and the Other performance of their respective obligations under this Agreement, each other Material Agreement to which it is a party and the Melon MOU, as applicable, and this Agreement, each other Material Agreement to which it is a party and the Melon MOU, as applicable, has been duly executed and delivered by each of the Company and TKL; 9.1.1.8 each of the CEO Services Agreement and the Umbrella Management Services Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to customary exceptions and limitations relating to bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights and equitable remedies generally; 9.1.1.9 the form and terms of the certificate for the Ordinary Shares (a) have been approved and adopted by the board of directors of the Company, and (b) do not conflict with the applicable Laws of Guernsey or the constating documents of the Company; and 9.1.1.10 the execution and delivery of this Agreement and the fulfilment of the terms of this Agreement by the Company: (a) do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (i) any of the terms, conditions or provisions of the constating documents or resolutions of the securityholders or board of directors, or any committee of the board of directors, of the Company; or (ii) any Laws of Guernsey applicable to the Company; and (b) to counsel's knowledge, do not require the consent, approval, authorization, registration or qualification of or with any court, Governmental Body or other third party under Guernsey law or regulation (other than those that have been obtained). 9.1.2 the Agents will have received a legal opinion from Xxxxxx Xxxxx Sapte, Kazakhstan counsel to the Company, dated and delivered the Closing Date, in form and substance satisfactory to the Agents and their counsel, acting reasonably (and such counsel may rely as to matters of fact, on certificates of auditors, public officials and officers of the Company and its Subsidiaries) with respect to the following matters: 9.1.2.1 each of TAG, TMG, Kul-Bas and TSK: (a) is a limited liability partnership duly formed and validly existing under the laws of the Kazakhstan, (b) is duly qualified to carry on its business in each jurisdiction in which it currently carries on business, and (c) has all requisite power and authority to carry on its business and to own, lease and operate its property and assets, as described in the Final Prospectus, except to the extent that the failure to be so qualified does not have a material adverse impact on the business and affairs of the Company and its subsidiaries, taken as a whole; 9.1.2.2 all necessary action has been taken by each of TAG and Kul-Bas to authorize the execution and delivery by each such entity of the Contracts to which it is a party, as applicable, and the performance of their respective obligations under the Contracts, to which each is a party, as applicable; 9.1.2.3 the statements in the section in the Company's amended 2007 annual information form entitled "Risk Factors Related to the Republic of Kazakhstan – Taxation Risks and Issues", to the extent that such statements are statements as to matters of the laws of Kazakhstan, are correct in all material respects; 9.1.3 the Agents will have received a legal opinion from Xxxxxx Xxxxxx Gervais LLP, Canadian counsel to the Company, dated and delivered the Closing Date, in form and substance satisfactory to the Agents and their counsel, acting reasonably (and such counsel may rely upon opinions of local counsel where such counsel deems such reliance proper as to the laws other than Canada, British Columbia, Alberta and Ontario and may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company) with respect to the following matters: 9.1.3.1 all necessary documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations have been obtained by the Company under the laws of each of the Qualifying Jurisdictions in order to qualify the distribution of the Shares through investment dealers or brokers who are registered under applicable legislation of the Qualifying Jurisdictions and who have complied with the relevant provisions of such applicable legislation; 9.1.3.2 the TSX has conditionally approved the listing of the Shares, subject to the satisfaction of the Standard Listing Conditions; 9.1.3.3 the form and terms of the certificate for the Ordinary Shares comply with the applicable requirements of the TSX; 9.1.3.4 the Shares will be exempt from qualified investments under the registration provisions Tax Act for trusts governed by registered retirement savings plans, registered retirement income plans, deferred profit sharing plans, registered disability savings plans and registered education savings plans ("Plans"); 9.1.3.5 the confirmation of the Act opinion in the Final Prospectus entitled "Canadian Federal Income Tax Considerations"; 9.1.3.6 the Company is a reporting issuer or its equivalent in each of the Qualifying Jurisdictions in which such concept exists, and will is not violate in default of the registration provisions of Section 5 requirements of the Securities ActLaws of such Qualifying Jurisdictions; and 9.1.3.7 assuming the due authorization, upon payment execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of the purchase price thereforCompany enforceable against in accordance with its terms, subject to customary exceptions and limitations relating to bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights and equitable remedies generally and subject to customary limitations in respect of the rights of indemnity and contribution contained in the Agreement. 9.1.4 if any of the Shares are to be sold in the United States, the Agents will have received an opinion, in form and substance acceptable to the Agents and their counsel, Shearman & Sterling LLP, acting reasonably, to the effect that the offer, sale and delivery of the Shares in the United States does not require registration under the U.S. Securities Act; 9.1.5 the Agents will have received from their counsel, Blake, Xxxxxxx & Xxxxxxx LLP, a legal opinion dated and delivered the Closing Date, in form and substance satisfactory to the Agents, with respect to those matters as the Agents may reasonably require relating to the distribution of the Shares. In connection with that opinion, counsel to the Agents may rely on the opinions of counsel to the Company, any underlying certificates and, with respect to matters governed by the laws of jurisdictions other than the Province of Alberta, on the opinions of local counsel to the Company; 9.1.6 the Agents will have received certificates dated the Closing Date signed by those senior officers of the Company as may be acceptable to the Agents, acting reasonably, in form and content satisfactory to the Agents, acting reasonably, with respect to: 9.1.6.1 the constating documents of the Company; 9.1.6.2 the resolutions of the board of directors of the Company relevant to the issue and sale of the Shares, listing of the Shares on the TSX, the execution of this Agreement, each of the Material Agreements and the Melon MOU and matters ancillary thereto; and 9.1.6.3 the incumbency and signatures of signing officers of the Company; 9.1.7 the Agents will have received from PWC a comfort letter, dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to the date which is two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4.3.4; 9.1.8 the Company will have delivered to the Agents, at the Time of Closing, a certificate dated the Closing Date addressed to the Agents and signed by the President and Chief Executive Officer of the Company and the Chief Financial Officer of the Company, certifying for and on behalf of the Company, after having made due inquiries, with respect to the following matters: 9.1.8.1 the Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Time of Closing, except to the extent that the same have been waived by the Agents pursuant hereto; 9.1.8.2 the representations and warranties of the Company contained in this Agreement, and in any certificates of the Company delivered pursuant to or in connection with this Agreement, are true and correct as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing, after giving effect to the transactions contemplated by this Agreement; 9.1.8.3 no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Shares has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of counselsuch officers, contemplated or threatened by any regulatory authority; and 9.1.8.4 as to such other matters as the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities ActAgents may reasonably request. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in 9.1.9 all material respects all of their obligations hereunder actions required to be performed taken by them or on behalf of the Company, including the passing of all requisite resolutions of the board of directors of the Company and all requisite filings with Governmental Bodies and Regulatory Authorities will have occurred at or prior to the Time of Closing Dateso as to validly authorize the execution and filing of the Preliminary Prospectus, the representations Amended Preliminary Prospectus, the Final Prospectus and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and Supplementary Material; 9.1.10 the Shares will have been accepted for listing on the TSX effective as of the Closing Date as if made at and as of such time and Purchaser shall Date, subject only to the Standard Listing Conditions; and 9.1.11 the Agents will have received a certificate signed by Sellers such other certificates, opinions, agreements, materials or documents in form and substance satisfactory to the foregoing effect. (g) In Agents and the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to Agents' counsel as the Closing Date, Agents and the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.Agents' counsel may reasonably request;

Conditions of Closing. No party hereto shall be required to consummate any 10.1 The obligations of the transactions described herein unless at Closing,Underwriters on the Closing Day will be conditional upon the following: (a) The waiting period under on the HSR Act shall Closing Day, the Issuer will have expired or been terminated.delivered to the Underwriters, their solicitors and the Substituted Purchasers, a favourable legal opinion of the Issuer’s solicitor dated as of the Closing Day, addressed to the Underwriters, the Underwriters’ solicitor and the Substituted Purchasers in form and substance satisfactory to the Underwriters, acting reasonably, with respect to such matters as the Underwriters may reasonably request relating to the offering, issuance and sale of the Special Warrants and distribution of the Underlying Shares, including, without limitation, that: (bi) No suitthe Issuer has been duly incorporated, actionis validly subsisting and has all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted by it and to own its properties and assets and is duly registered to carry on business in all jurisdictions in which it carries on business or owns any material assets; (ii) the Issuer has full corporate power and authority to enter into this Agreement, investigationthe Subscription Agreements and the Warrant Indenture and to perform its obligations set out herein and therein, inquiry and each of this Agreement, the Subscription Agreements and the Warrant Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, subject to normal qualifications; (iii) the execution and delivery of this Agreement, the Subscription Agreements and the Warrant Indenture and the fulfilment of the terms hereof and thereof by the Issuer, and the performance of and compliance with the terms of this Agreement, the Subscription Agreements and the Warrant Indenture by the Issuer do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, (i) any applicable laws; (ii) any term or provision of the articles, by-laws or resolutions of the directors (or any committees thereof) or shareholders of the Issuer, or (iii) of which counsel is aware, any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other proceeding document to which the Issuer is a party or by any governmental body which the Issuer is bound on the Closing Day, or any other person judgment, decree, order, statute, rule or legal regulation applicable to the Issuer, which default or administrative proceeding shall have been instituted or threatened which may breach might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality ) of the transactions described herein and no provision of any applicable law Issuer or regulation and no judgment, injunction, order its properties or decree shall prohibit assets; (iv) all necessary corporate action has been taken by the consummation Issuer to authorize the issuance of the transactionsSpecial Warrants on the terms and subject to the conditions contained in this Agreement, contemplated hereby.the Subscription Agreements and the Warrant Indenture, and upon receipt of payment therefor, the Special Warrants will be validly created and issued securities of the Issuer in accordance with the Subscription Agreements and the Warrant Indenture; (cv) Purchaser shall have received an opinion from counsel all necessary corporate action has been taken by the Issuer to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to reserve for issuance the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that Underlying Shares issuable upon the transfer exercise or deemed exercise of the Shares from Sellers and Other Shares to Purchaser will be exempt from Special Warrants and, upon the registration provisions issuance of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for Underlying Shares in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, Special Warrants and the Other Warrant Indenture, such Underlying Shares will be duly issued, have been validly issued by the Issuer as fully paid and non-assessable; assessable Common Shares; (vi) the offering, sale and delivery of the Special Warrants by the Issuer to each Substituted Purchaser in the Selling Provinces in accordance with and pursuant to the Subscription Agreements is exempt from the prospectus requirements of Applicable Legislation, subject to filing with the applicable Commission within the prescribed time periods the prescribed reports prepared and executed in accordance with Applicable Legislation, together with the requisite filing fees; (vii) the issuance by the Issuer of the shares issuable Underlying Shares upon the exercise or deemed exercise of options held by Sellersthe Special Warrants in accordance with the terms and conditions thereof, and unless issued after the Other Shares Qualification Date, will be exempt from the registration provisions prospectus requirements of Applicable Legislation; (viii) the form and terms of the Act certificates representing the Special Warrants and will not violate the registration provisions Underlying Shares have been approved and adopted by the board of Section 5 directors of the Securities ActIssuer and comply with all legal requirements relating thereto, including the requirements of the Exchange; (ix) the issuance of the Special Warrants and the listing of the Underlying Shares have been conditionally approved by the Exchange; (x) the Special Warrants are and the Underlying Shares will be, upon issuance, “qualified investments” for the purposes of the ITA, together with any and all regulations thereunder, as of the date hereof, for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts (each a “Registered Plan”) provided, in the case of the Special Warrants, the Issuer deals at arm’s length with each person who is an annuitant, a beneficiary, an employee or a subscriber under, or a holder of the Registered Plan, as well as any person who does not deal at arm’s length with that person; and additionally, relating to: (xi) the authorized and issued capital of the Issuer; (xii) the first trade in the Special Warrants and the Underlying Shares; (xiii) the Issuer’s reporting issuer status in each of the Selling Provinces; and, upon payment (xiv) the due appointment of the purchase price thereforTrustee as the trustee and registrar and transfer agent of the Special Warrants. It is understood that the Issuer’s counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than British Columbia, Alberta and Ontario and on certificates of officers of the Issuer, the auditors of the Issuer, governmental authorities, the Exchange and the registrar and transfer agent of the Common Shares as to relevant matters of fact; (b) if any Special Warrants are sold in the United States, a favourable legal opinion of the Issuer’s United States counsel addressed to the Underwriters in form and substance reasonably satisfactory to the Underwriters, which opinion may be subject to usual and customary qualifications for opinions of this type, to the knowledge effect that no registration under the U.S. Securities Act is required for the offer and sale of counselthe Special Warrants and Underlying Shares in the United States pursuant to and in accordance with the terms of this Agreement and, in the case of the Underlying Shares, the Shares Warrant Indenture; (c) on the Closing Day, the Issuer will have delivered to the Underwriters such legal opinions (the “Title Opinions”) of the Issuer’s legal counsel in Saskatchewan, addressed to the Underwriters, in form and Other Shares will be owned by Purchaser free substance reasonably satisfactory to the Underwriters and clear dated as of all liensthe Closing Day, encumbrances or restrictions of any kind whatsoever, except with regard respect to restrictions upon transfer as imposed under title to and ownership rights in the Securities Act.Xxxxxxxxx Lake South Property; (d) The Shareholders' Agreementon the Closing Day, substantially in the form annexed hereto as Exhibit 1CIssuer will have delivered to the Underwriters, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement their solicitors and the purchase Substituted Purchasers such certificates of its officers and other documents relating to the Private Placement or the affairs of the several Other Shares by Purchaser.Issuer as the Underwriters or their solicitors may reasonably request; (e) The purchase of the several Other Shares by PurchaserUnderwriters are satisfied, shall take place simultaneously in their sole discretion, acting reasonably, with the closing results of this Agreement.their due diligence review, including, but not limited to, a review of all relevant corporate information and property title; (f) In each representation and warranty of the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers Issuer which is contained in this Agreement continues to be true, and in any certificate the Issuer has performed or other writing delivered by Sellers pursuant hereto shall be true in complied with all material respects at of its covenants, agreements and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect.obligations under this Agreement; (g) In no Commission has advised the case Issuer in writing that its securities are not eligible for the four month hold period provided for in NI 45-102; and (h) receipt of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior evidence satisfactory to the Closing DateUnderwriters, acting reasonably that the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as issuance of the Special Warrants and the listing of the Underlying Shares have been approved by the Exchange subject only to standard listing conditions. 10.2 The Closing Date as if and the obligations of the Issuer and the Underwriters to complete the issue and sale of the Securities are subject to: (a) receipt of all required regulatory approval for or acceptance of the Private Placement; and (b) the removal or partial revocation of any cease trading order or trading suspension made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser any competent authority to the foregoing effectextent necessary to complete the Private Placement.

Conditions of Closing. No party hereto The Underwriters’ obligation to purchase the Offered Units pursuant to this Agreement (including the obligation to complete the purchase of the Initial Units and the Over- Allotment Units, as the case may be) shall be required subject to consummate any the following conditions having been met at the Closing Time: (1) the Underwriters receiving favourable legal opinions from Xxxxxx Xxxxxxx LLP, counsel to the Corporation (who may provide the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the transactions described herein unless at Closing,Offered Units for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or Transfer Agent of the Corporation), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) The waiting period the Corporation is validly existing under the HSR Act shall have expired or been terminated.laws of the Province of Ontario; (b) No suitthe Corporation has the corporate power and corporate capacity under the constating documents of the Corporation to (i) carry on its business and activities and to own, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, lease and operate its properties and assets, liabilities as described in the Prospectus, (absoluteii) execute and deliver the Agreement, accruedthe Warrant Indenture and the Warrant certificates, contingent or otherwise)as applicable, reservesand the Compensation Warrant Certificates and perform its obligations hereunder and thereunder, business(iii) create, operations or prospects of Company offer, issue and its subsidiaries taken as a whole or which questions sell the validity or legality of Offered Units, (iv) create and issue the transactions described herein Compensation Warrants, and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit (v) grant the consummation of Over-Allotment Option to the transactions, contemplated hereby.Underwriters; (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) authorized share capital of the Corporation and 5(e); that the transfer Prospectus describes, in all material respects, the attributes of the Common Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and will not violate the registration provisions of Section 5 delivery of the Securities Act; when paid for Agreement, the Warrant Indenture and the Compensation Warrant Certificates and the performance by the Corporation of its obligations under this Agreement, the Warrant Indenture and the Compensation Warrant Certificates, and this Agreement, the Warrant Indenture and the Compensation Warrant Certificates have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against it in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement, the Warrant Indenture and the Compensation Warrant Certificates may be limited by applicable Law; (e) the execution and delivery of the Agreement, the Warrant Indenture and the Compensation Warrant Certificates and the performance by the Corporation of its obligations hereunder and thereunder, including the issuance, sale and delivery of the Securities, as applicable, and the grant of the Over-Allotment Option in accordance with the terms Agreement, the Warrant Indenture and the Compensation Warrant Certificates, do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under (i) constating documents of the respective option agreementsCorporation, or (ii) any applicable Securities Laws having force in the shares issuable upon exercise Province of options held Ontario; (f) all necessary corporate action has been taken by Sellersthe Corporation to authorize (i) the signing by the Corporation of the Preliminary Prospectus, Amended Preliminary Prospectus and the Other Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions and (ii) the application for the listing of the Offered Units on the Exchange; (g) the Unit Shares will be duly issued, have been validly issued as fully paid and non-assessable; assessable shares in the capital of the Corporation; (h) the Unit Warrants and Compensation Warrants have been validly created and issued as warrants of the Corporation; (i) the Over-Allotment Warrants have been validly authorized, allotted and reserved for issuance and will, upon due exercise of the Over-Allotment Option and payment of the consideration thereof, be issued as warrants of the Corporation; (j) the Over-Allotment Shares have been duly and validly authorized, allotted and reserved for issuance and upon due exercise of the Over-Allotment Option and payment of the consideration therefor, the Over-Allotment Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (k) the Warrant Shares, the Over-Allotment Warrant Shares and the Compensation Shares have been duly and validly authorized, allotted and reserved for issuance, and upon due exercise of the Unit Warrants, the Over-Allotment Warrants and the Compensation Warrants, as applicable, and payment of the consideration therefor, in accordance with their respective terms, the Warrant Shares, the Over-Allotment Warrant Shares and the Compensation Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (l) all necessary documents have been filed, all requisite proceedings have been taken and all necessary authorizations, approvals, permits and consents have been obtained by the Corporation under the Securities Laws in order to qualify the distribution of the Offered Units in the Qualifying Jurisdictions by or through dealers who are duly and properly registered in the appropriate category under the Securities Laws and who have complied with all relevant provisions of such Securities Laws and the terms of their registration; (m) the issuance of the shares Warrant Shares issuable upon due exercise of options held by Sellers, the Warrants and the Other Over-Allotment Warrants and the issuance of Compensation Shares upon due exercise of the Compensation Warrants will be exempt from the registration provisions of the Act and from, or will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counselbe subject to, the Shares prospectus requirements of applicable Canadian Securities Laws and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder no documents are required to be performed filed, proceedings taken or approvals, permits, consents or authorizations obtained under applicable Canadian Securities Laws to permit such issuance; (n) the Corporation (i) is a “reporting issuer” in each of the provinces of British Columbia, Ontario and Alberta, and (ii) is not on the list of defaulting reporting issuers published by them at or prior the Securities Commissions; (o) the Unit Shares, the Warrant Shares and the Compensation Shares have been conditionally approved for listing on the Exchange, subject to the Closing Date, Corporation fulfilling all of the representations requirements of the Exchange and warranties the Standard Listing Conditions including those set forth in the Exchange letter; (p) TSX Trust Company has been duly appointed as registrar and transfer agent of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at the Common Shares of the Corporation and as of the Closing Date Time, TSX Trust Company (or such other party as if made at the Corporation and the Co-Lead Underwriters may mutually agree upon as Warrant Agent) will be duly appointed as warrant agent under the Warrant Indenture; and (q) subject to the limitations, qualifications and assumptions set out therein, the statements set forth in the Prospectus under the heading “Eligibility for Investment” are accurate summaries of such time the matters discussed therein; in form and Purchaser substance acceptable to the Underwriters and its counsel, acting reasonably. (2) the Underwriters shall have received a certificate signed by Sellers at the Closing Time favourable legal opinions, in form and substance satisfactory to counsel to the foregoing effect. (g) In the case Underwriters, acting reasonably, dated as of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, from counsel to the representations and warranties Corporation in the jurisdiction of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as existence of each of the Closing Date Subsidiaries, which counsel in turn may rely, as if made at to matters of fact, on certificates of public officials and officers of each Subsidiary, as of such time and Sellers shall have received a certificate signed by an officer of Purchaser appropriate, with respect to the foregoing effect.following matters: (a) such Subsidiary is a corporation existing under the laws of the jurisdiction in which it exists, and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; and

Conditions of Closing. No party hereto The obligations of the Agents under this Agreement shall be required conditional upon the satisfaction or waiver of each of the following conditions prior to consummate the Closing, it being understood that the Agents may waive, in whole or in part, or extend the time for compliance with, any of such conditions without prejudice to the transactions described herein unless at Closing,rights of the Agents in respect of any such conditions or any other or subsequent breach or non-compliance, provided that to be binding, any such waiver or extension must be in writing: (1) the Agents receiving a legal opinion from Xxxxxxx Xxxxx LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Agents as to the qualification of the Offered Shares for sale to the public in Canada and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), in form and substance acceptable to the Agents and their counsel, acting reasonably, substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) The waiting period the Corporation is incorporated and exists under the HSR Canada Business Corporations Act shall have expired or been terminated.and has all requisite corporate power and capacity to carry on its business as currently conducted and to own and lease properties and assets; (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect as to the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company authorized and its subsidiaries taken as a whole or which questions the validity or legality issued capital of the transactions described herein and no provision of any applicable law or regulation and no judgmentCorporation, injunction, order or decree shall prohibit prior to the consummation issue of the transactions, contemplated hereby.Offered Shares; (c) Purchaser shall have received an opinion from counsel to Companythe Corporation has all necessary corporate power, Nasoncapacity and authority to (i) execute, Yeagerdeliver and perform its obligations under this Agreement, Gerson, White the Subscription Agreements and Xxxxx, P.A.the Agents’ Warrant Certificates, as applicable, (ii) create, issue and sell the Offered Shares, and (iii) issue the Corporate Finance Shares and the Agents’ Warrants; (d) all necessary corporate action has been taken by the Corporation to authorize the matters referred to in Paragraphs 5(b)execution and delivery of this Agreement, 5(c) the Subscription Agreements and 5(e); that the transfer Agents’ Warrant Certificates, as applicable, and the performance of its obligations thereunder, each of this Agreement the Subscription Agreements and the Agents’ Warrant Certificates have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Shares from Sellers Corporation enforceable against it in accordance with their terms, subject to bankruptcy, insolvency and Other Shares other laws affecting the rights of creditors generally and subject to Purchaser will other standard assumptions and qualifications, including the qualifications that equitable remedies may be exempt from granted in the registration provisions discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement, the Subscription Agreements and the Agents’ Warrant Certificates may be limited by Applicable Law; (e) the execution and delivery of this Agreement, the Subscription Agreements and the Agents’ Warrant Certificates, the fulfilment of the Act terms of this Agreement, the Subscription Agreements and the Agents’ Warrant Certificates by the Corporation, and the (i) issuance, sale and delivery of the Offered Shares, and (ii) issuance and delivery of the Corporate Finance Shares and the Agents’ Warrants, do not and will not violate result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the registration provisions of Section 5 articles and by-laws of the Corporation, any resolutions of the shareholders or directors of the Corporation, the Canada Business Corporations Act or any applicable Canadian Securities Act; when Laws; (f) the Offered Shares have been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (g) the Corporate Finance Shares have been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (h) the Agents’ Warrants have been validly created and issued by the Corporation; (i) the Penalty Shares have been duly and validly authorized, allotted and reserved for issuance, and, if issued, upon issuance as liquidated damages, the Penalty Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (j) the Agents’ Warrant Shares have been duly and validly authorized, allotted and reserved for issuance, and upon due exercise of the Agents’ Warrants in accordance with their terms, the Agents’ Warrant Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (k) the offering, sale and issuance of the Offered Shares through the Agents to the Subscribers resident in the Selling Jurisdictions in Canada and the issuance and delivery of the Corporate Finance Shares and the Agents’ Warrants to the Agents in accordance with the terms of this Agreement are each exempt from the respective option agreementsprospectus requirements of Canadian Securities Laws; (l) no prospectus is required nor are any other documents, proceedings or approvals, permits, consents or authorizations of regulatory authorities required to be filed, taken or obtained prior to the shares issuable upon exercise Closing (other than those which have been filed, taken or obtained) under Canadian Securities Laws to permit the issuance by the Corporation of options held by Sellersthe Offered Shares or the Penalty Shares; provided that, with respect to the Penalty Shares, all representations and warranties of the Other Shares Subscribers contained in the Subscription Agreements will continue to be duly issued, fully paid true and non-assessable; correct as at the date of issuance of the shares issuable upon Penalty Shares; (m) no prospectus is required nor are any other documents, proceedings or approvals, permits, consents or authorizations of regulatory authorities required to be filed, taken or obtained prior to the Closing (other than those which have been filed, taken or obtained) under Canadian Securities Laws to permit the issuance by the Corporation of the Agents’ Warrant Shares on the exercise of options held by Sellersthe Agents’ Warrants in accordance with their terms; (n) the first trade in the Offered Shares, Penalty Shares, Corporate Finance Shares and the Other Agents’ Warrant Shares will be exempt from the registration provisions prospectus requirements of applicable Canadian Securities Laws and no prospectus, offering memorandum or other document will be required to be filed, no proceeding required to be taken and no approval, permit, consent or authorization of regulatory authorities required to be obtained by the Corporation under Applicable Securities Laws to permit such trade through registrants registered under Applicable Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade, among other requirements; (i) the Corporation is and has been a “reporting issuer” (within the meaning of Canadian Securities Laws) in a jurisdiction of Canada for the four months immediately preceding the trade; (ii) the trade is not a “control distribution” (as defined in NI 45-102); (iii) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the Act and will not violate the registration provisions of Section 5 trade; (iv) no extraordinary commission or consideration is paid to a person or company in respect of the Securities Acttrade; and, upon payment (v) if the selling security holder is an insider or officer of the purchase price thereforCorporation, the selling securityholder has no reasonable grounds to believe that the Corporation is in default of “securities legislation” (as defined in National Instrument 14-101 – Definitions and Interpretation); (o) Odyssey Trust Company, at its principal office in Vancouver, British Columbia, has been duly appointed as registrar and transfer agent for the Class A Shares; and (p) the form of Agents’ Warrant Certificate has been duly approved and adopted by the board of directors of the Corporation and complies in all material respects with the constating documents of the Corporation; (2) the Agents receiving a legal opinion from Osler, Xxxxxx & Harcourt LLP (“Osler”), in the same form as the opinion dated July 24, 2020 delivered by Osler to the Corporation; (3) the Agents receiving legal opinions from counsel to each Subsidiary (who may rely, to the knowledge extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials related to each Subsidiary), in form and substance acceptable to the Agents and their counsel, acting reasonably, substantially to the Shares effect set forth below, subject to customary assumptions, qualifications and Other Shares will be owned by Purchaser free limitations: (a) such Subsidiaries having been incorporated and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed existing under the Securities Act.Applicable Law of their respective jurisdictions of incorporation; (b) such Subsidiaries having the corporate capacity and power to own and lease their properties and assets and to conduct their business as currently being conducted; (c) as to the authorized and issued share capital of such Subsidiaries and to the ownership thereof; and (d) The Shareholders' such Subsidiaries being current with all corporate filings required to be made under their respective jurisdictions of incorporation and all other jurisdictions in which they exist or carry on any material business, and have all necessary licences, leases, permits, authorizations and other approvals necessary to permit them to conduct their respective business as currently conducted; (4) if any sales of Offered Shares are made to, or for the account or benefit of, persons in the United States or U.S. Persons, the Agents receiving an opinion of Jenner & Block LLP, addressed to the Agents, in form and substance reasonably satisfactory to the Agents and their counsel, acting reasonably, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer, sale and delivery of the Offered Shares to, or for the account or benefit of, persons in the United States and U.S. Persons; (5) the Agents receiving certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Agents, acting reasonably, in form and substance satisfactory to the Agents, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the sale of the Offered Shares, the issuance and delivery of the Corporate Finance Shares and the Agents’ Warrants, and the authorization of the Offering Documents and the transactions contemplated herein and therein; and (c) the incumbency and signatures of signing officers for the Corporation; (6) the Agents having received a certificate dated the Closing Date of each Subsidiary, signed by an appropriate officer of such Subsidiary and addressed to the Agents and Agents’ counsel, in form and substance satisfactory to the Agents, acting reasonably, certifying for and on behalf of such Subsidiary and not in their personal capacity, to the actual knowledge of the person signing such certificate, after having made due and relevant inquiry, as to: (i) the corporate good standing, and (ii) the authorized capital and ownership, of such Subsidiary; (7) the Agents receiving certificates of status and/or compliance, where issuable under Applicable Law, for the Corporation and the Subsidiaries, each dated within three Business Days prior to the Closing Date; (8) the Agents receiving a certificate, dated as of the Closing Date, signed by two senior officers of the Corporation as may be acceptable to the Agents, acting reasonably, certifying for and on behalf of the Corporation (without personal liability), to the best of their knowledge, information and belief, after due inquiry, that: (a) the representations and warranties of the Corporation contained in this Agreement, substantially and in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase any certificates of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously Corporation delivered pursuant to or in connection with the closing of this Agreement. , are true and correct in all material respects (f) In or, in the case of Purchaserany representation or warranty containing a materiality qualification, Sellers in all respects) as of the Closing Time, as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby; (b) the Corporation has complied in all material respects (except where already qualified by a materiality qualification, in which case the Corporation shall have performed complied in all respects) with all the covenants and satisfied in all material respects all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing DateTime; and (c) since the date of this Agreement (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Business, affairs, operations, Business Assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation or any Subsidiary which is material to the Corporation on a consolidated basis; (9) the Agents receiving fully executed Agents’ Warrant Certificates; (10) the Subscription Agreements having been executed, endorsed or authenticated, as applicable, and delivered by the parties thereto in form and substance satisfactory to the Corporation and the Agents, acting reasonably; (11) the Corporation having delivered, or caused to be delivered, the representations Offered Shares and warranties the Corporate Finance Shares in accordance with Section 9; (12) the Agents receiving a certificate from Odyssey Trust Company as to the number of Sellers contained in this Agreement Class A Shares issued and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects outstanding as at and as the end of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers Business Day on the date prior to the foregoing effect.Closing Date; (g13) In the case of Sellers, Purchase shall have performed in all material respects Corporation complying with all of its covenants and obligations hereunder under this Agreement required to be performed by it satisfied at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true Time in all material respects at and as of (except where already qualified by a materiality qualification, in which case the Closing Date as if made at and as of such time and Sellers Corporation shall have received a certificate signed by an officer complied in all respects); and (14) the Agents not having exercised any rights of Purchaser to the foregoing effecttermination set forth herein.

Conditions of Closing. No party hereto The obligation of the Underwriters to purchase the Purchased Units shall be required subject to consummate the following conditions, which are for the exclusive benefit of the Underwriters, any of which may be waived, in whole or in part, by the transactions described herein unless at Closing,Underwriters, in their sole discretion, pursuant to Section 18 hereof: (a) The waiting period under each of the HSR Act Transaction Agreements shall have expired been executed and delivered by the parties thereto, all such Transaction Agreements shall be in form and substance satisfactory to the Underwriters, none of such Transaction Agreements shall have been amended, supplemented or modified in any way and no condition or provision in any such Transaction Agreement shall have been terminated.waived by any party without the prior written consent of the Underwriters, acting reasonably, and each of the parties thereto shall have performed such of their obligations thereunder which are to be performed or completed at or prior to the Time of Closing to the satisfaction of the Underwriters, acting reasonably; (b) No suitthe Fund shall deliver to the Underwriters, actionat the Time of Closing, investigationcertificates dated the Closing Date addressed to the Underwriters and signed by the President and Chief Executive Officer and the Chief Financial Officer of Hxxxx, inquiry on behalf of Hxxxx, as promoter, or such other proceeding senior officer(s) of Hxxxx as may be acceptable to the Underwriters, certifying for and on behalf of the Fund and Hxxxx and without personal liability, after having made due enquiries, to the effect that: (i) each of the Fund and Hxxxx has complied in all material respects with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Time of Closing; (ii) the representations and warranties of the Fund and Hxxxx contained herein are true and correct in all material respects as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing after giving effect to the transactions contemplated hereby; (iii) receipts have been issued by any governmental body or any other person on behalf of the Securities Commissions in the Qualifying Jurisdictions for the Prospectus and no order, ruling or legal determination having the effect of ceasing the trading or administrative proceeding shall suspending the issuance or sale of the Purchased Units of the Fund to be issued and sold by the Fund hereunder has been issued or made and no proceedings for such purpose have been instituted or threatened which may materially adversely affect are pending or, to the knowledge of such officers, contemplated or threatened; and (iv) there has been no material change (actual, anticipated, contemplated or threatened, whether financial conditionsor otherwise) in the business, affairs, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations capital or prospects of Company and its subsidiaries taken as a whole the Fund or which questions any of Sun Gro U.S., Sun Gro Canada or the validity Fund Subsidiaries or legality with respect to any of the transactions described herein and no provision of assets or liabilities or businesses of, or to be acquired or assumed by, the Fund or any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, Fund Subsidiaries (as contemplated hereby.in the Prospectus) from that disclosed in the Prospectus; (c) Purchaser the Underwriters shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., a certificate dated the Closing Date signed by the Chief Executive Officer of Hxxxx or any other senior officer of Hxxxx as may be acceptable to the matters referred to in Paragraphs 5(b)Underwriters, 5(c) and 5(e); that the transfer on behalf of the Shares from Sellers Fund and Other Shares Hxxxx in form and content satisfactory to Purchaser will be exempt from the registration provisions Underwriters, acting reasonably, certifying or certifying the form of: (i) the Declaration of Trust; (ii) the articles of incorporation and by-laws of the Act and will not violate Fund Subsidiaries; (iii) the registration provisions of Section 5 resolutions of the Securities Act; when paid for in accordance with board of directors of Hxxxx and the terms resolutions of the respective option agreementstrustees of the Fund relevant to the approval of the Prospectus and the signing and filing thereof, the shares issuable upon exercise issue and sale of options held the Purchased Units to be issued and sold by Sellers, the Fund and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing authorization of this Agreement and the purchase other Transaction Agreements to which they are parties; (iv) the resolutions of the several Other Shares by Purchaser.boards of directors of each of Sun Gro U.S. and the Fund Subsidiaries relating to the authorization of the Transaction Agreements to which each entity is or will be a party and the completion of the transactions contemplated in the Prospectus; and (ev) The purchase the incumbency and signatures of signing officers of Hxxxx, Sun Gro U.S. and the several Other Shares by PurchaserFund; (d) the Underwriters, acting reasonably, shall take place simultaneously with be satisfied that the closing of this Agreement. (f) In transactions described in the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to Prospectus and the Transfer Pricing Study as being transactions that will occur or be performed by them at completed on or prior to the Closing Date, Date have been or will concurrently be completed and that the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall Fund will be true in all material respects at and as deemed to be a "mutual fund trust" within the meaning of the Closing Date as if made at and as Income Tax Act from inception upon the filing of such time and Purchaser an election under subsection 132(6.1) of the Income Tax Act; (e) the Underwriters shall have received a certificate signed by Sellers comfort letter, in form and substance satisfactory to the foregoing effect. (gUnderwriters, acting reasonably, from the auditors of the Fund and Sun Gro U.S., updating the letter referred to in Section 7(a)(vii) In to the case Time of SellersClosing, Purchase shall have performed in all material respects all of its obligations hereunder required to provided that such letters may be performed based on a review by it at or the auditors having a cut-off date not more than two business days prior to the Closing Date; (f) the Fund and Hxxxx shall cause its counsel, Bxxxxx Xxxxxx Gervais LLP, or Paul, Hastings, Jxxxxxxx & Wxxxxx LLP, as applicable to deliver to the Underwriters and their counsel a legal opinion dated and delivered the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, with respect to the matters set out in Schedule "A" hereto, which opinion may be subject to usual and customary qualifications for opinions of the type to be given; provided, however that in connection with such opinions, counsel to the Fund may rely on the opinions of local counsel acceptable to counsel to the Underwriters, acting reasonably, as to the qualification for distribution of the Purchased Units and as to other matters governed by the laws of jurisdictions other than the province(s) in which they are qualified to practise or opinions may be given directly by such local counsel with respect to those items and counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Fund and others; (g) the Fund and Hxxxx shall cause its special counsel in the United States, Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, to deliver to the Underwriters and their counsel a legal opinion dated and delivered the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, to the effect that no registration of the Purchased Units is required under the U.S. Securities Act, provided that, in each case, the representations and warranties of Purchaser contained sale is made in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of accordance with Section 14; (h) the Closing Date as if made at and as of such time and Sellers Underwriters shall have received a certificate signed copies of correspondence indicating that the Fund has obtained all necessary approvals for the Purchased Units issuable by an officer of Purchaser the Fund to be conditionally listed on the TSE, subject only to the foregoing effectstandard listing conditions acceptable to the Underwriters, acting reasonably; (i) Bankers Trust Company (the "AGENT"), as administrative agent for the lenders under the senior credit facility of Hxxxx, shall have executed and delivered to the Fund, full and final settlement and release agreements, in form and substance satisfactory to the Underwriters, acting reasonably, releasing and discharging all claims of each such lender and all related indebtedness and security relating to any of the assets to be held after the Time of Closing by the Fund or the Fund Subsidiaries; and (j) the Underwriters shall have received from the auditors of the Fund such certificates, opinions or documents, in form and substance satisfactory to the Underwriters, acting reasonably, as to the taxation of the Fund and its subsidiaries, inter-company cash flows and interest deductibility and the Fund's distributable cash as the Underwriters may reasonably request.

Conditions of Closing. No party hereto The Underwriter’s obligation to purchase the Offered Shares pursuant to this Agreement shall be required subject to consummate any the following conditions: (1) the Underwriter receiving at the Closing Time favourable legal opinions from Blake, Cxxxxxx & Gxxxxxx LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Underwriter as to the qualification of the transactions described herein unless at Closing,Offered Shares for sale to the public, certain corporate matters and as to other matters governed by the laws of jurisdictions in Canada other than the provinces and territories in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), to the effect set forth below: (a) The waiting period the Corporation is a corporation incorporated under the HSR Business Corporations Act shall have expired or been terminated.(British Columbia) and is a valid and existing company and is, with respect to filing annual reports, in good standing and has all requisite corporate power and capacity to own and lease its properties and assets as described in the Offering Documents; (b) No suitthe Corporation has all necessary corporate power and capacity to execute, actiondeliver and perform its obligations under this Agreement and to issue and sell the Offered Shares; (c) the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder and this Agreement has been executed and delivered by the Corporation and constitutes a legal, investigationvalid and binding obligation of the Corporation enforceable against it in accordance with its terms, inquiry subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement and the fulfilment of the terms hereof by the Corporation and the issuance, sale and delivery of the Offered Shares, do not and will not result in a breach or violation of the notice of articles or articles of the Corporation or will not result in any violation of any law of the Province of British Columbia or the federal laws of Canada applicable therein; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions; (g) the Offered Shares have been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (h) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to qualify the issuance, distribution and sale of the Offered Shares in the Qualifying Jurisdictions by or through investment dealers or brokers duly registered under the applicable Canadian Securities Laws who comply with the relevant provisions of such laws and the terms of such registration; (i) subject to the qualifications set out in the Prospectus under the heading “Eligibility for Investment”, the Offered Shares will, on the Closing Date, be qualified investments under the Income Tax Act (Canada) for trusts governed by registered retirement savings plans, registered education savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans and tax free savings accounts; (j) subject only to the customary listing conditions, the Offered Shares have been conditionally listed or approved for listing on the TSX; and (k) to such other proceeding matters as may reasonably be requested by any governmental body the Underwriter; in a form acceptable to counsel to the Underwriter, acting reasonably. (1) the Underwriter receiving, at the Closing Time, the favourable legal opinion dated the Closing Date from Dxxxxx & Wxxxxxx LLP, United States counsel for the Corporation, to the effect that the offer and sale of Offered Shares in the United States in accordance with the U.S. Memoranda and this Agreement (including Schedule “C” hereto) will not be required to be registered under the U.S. Securities Act, in form and substance satisfactory to the Underwriter and its counsel, acting reasonably; (2) the Underwriter receiving at the Closing Time title opinions from legal counsel acceptable to the Underwriter, regarding the right to or ownership of the Gibellini Project in a form acceptable to the Underwriter and its counsel, acting reasonably; (3) the Underwriter receiving at the Closing Time favourable legal opinions from legal counsel to the Corporation acceptable to the Underwriter, regarding the Material Subsidiaries in a form acceptable to the Underwriter and its counsel, acting reasonably, to the effect set out below: (a) the Material Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Material Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Offering Documents; and (c) as to the authorized and issued share capital of the Material Subsidiary and to the ownership thereof; (1) the Underwriter having received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Underwriter, acting reasonably, in form and content satisfactory to the Underwriter, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Shares, and the authorization of this Agreement and the transactions contemplated herein; and (c) the incumbency and signatures of signing officers for the Corporation; (1) the Underwriter receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and the Material Subsidiaries, each dated within one (1) Business Day prior to the Closing Date, or as close to the Closing Date as practicable in the relevant jurisdictions; (2) the Underwriter receiving, at the Closing Time, a “bring down” auditors comfort letter dated the Closing Date from the auditors of the Corporation, Davidson & Company, LLP, in form and substance satisfactory to the Underwriter, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4(2)(c) hereof; (3) the Underwriter receiving from the Corporation at the Closing Time, a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Corporation as may be acceptable to the Underwriter, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that: (a) no order, ruling or determination having the effect of suspending the distribution or ceasing the trading or prohibiting the distribution of the Offered Shares or any other person or legal or administrative proceeding shall securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened which may materially adversely affect by any regulatory authority (b) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the financial conditionsbusiness, affairs, operations, assets, liabilities (absolute, accrued, contingent or otherwise), reservesprospects or capital of the Corporation on a consolidated basis, businessor new material fact, operations or prospects change in any material fact (which includes the disclosure of Company and its subsidiaries taken any previously undisclosed material fact) contained in the Final Prospectus, which fact or change is, or may be, of such a nature as a whole to render any statement in the Final Prospectus misleading or untrue in any material respect or which questions would result in a misrepresentation in the validity Final Prospectus or legality of which would result in the transactions described herein and no provision of any Final Prospectus not complying with applicable law Securities Laws or regulation and no judgment, injunction, order or decree shall prohibit which would require an amendment to the consummation of the transactions, contemplated hereby.Final Prospectus; (c) Purchaser shall have received an opinion from counsel the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to Companyor in connection with this Agreement, Nasonare true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, Yeager, Gerson, White and Xxxxx, P.A., as after giving effect to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Acttransactions contemplated hereby; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially the Corporation has complied in all material respects with all the form annexed hereto as Exhibit 1C, shall be executed covenants and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed satisfied in all material respects all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effectTime. (g1) In the case Corporation's directors and officers shall each have entered into lock-up agreements, substantially in the form attached hereto as Schedule “D”; (2) the Underwriter having received, at the Closing Time, a certificate from Computershare Investor Services Inc. as to the number of SellersCommon Shares issued and outstanding as at the end of Business Day on the date prior to the Closing Date; (3) at the Closing Time, Purchase shall have performed no order, ruling or determination having the effect of ceasing or suspending trading in all material respects any securities of the Corporation or prohibiting the distribution of the Offered Shares or any of the Corporation’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the TSX; (4) the Corporation having delivered to the Underwriter evidence of the approval (or conditional approval) of the listing and posting for trading of the Offered Shares on the TSX, subject only to satisfaction by the Corporation of customary listing conditions; (5) the Corporation complying with all of its covenants and obligations hereunder under this Agreement required to be performed by it satisfied at or prior to the Closing Date, Time; (6) the representations and warranties Commission having been paid in accordance with Section 14 of Purchaser contained in this Agreement and in Agreement; (7) the Underwriter not having exercised any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects rights of termination set forth herein; and (8) the Underwriter having received at and as of the Closing Date as if made at Time such further certificates, opinions of counsel and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to other documentation from the foregoing effectCorporation contemplated herein.

Conditions of Closing. No party hereto shall be required The following are conditions precedent to consummate any the obligations of the transactions described herein unless Agents to complete the Closing and to arrange for the purchase of the Offered Shares at Closing,the Closing Time, and which conditions are to be satisfied by the Company at or prior to the Closing Time and may be waived in writing in whole or in part by the Agents: (a) The waiting period Agents shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents from Blake, Cxxxxxx & Gxxxxxx LLP, Canadian counsel to the Company, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper or alternatively, make arrangements to have such opinions directly addressed to the Agents, and all of such counsel may rely upon, as to matters of fact, certificates of public officials and officers of the Company, and letters from stock exchange representatives and transfer agents, with respect to the following matters: (i) as to the existence and good standing of New Found Gold Corp. under the HSR Business Corporations Act shall (British Columbia); (ii) that New Found Gold Corp. has all requisite corporate power, capacity and authority under the laws of its jurisdiction of incorporation or formation to carry on its businesses as presently carried on and to own its property and assets as described in the Final Prospectus; (iii) the authorized and issued and outstanding share capital of the Company; (iv) that no authorization, consent or approval of, or filing, registration, permit, license, decree, qualification or recording with, any Governmental Authority in the Qualifying Jurisdictions is required for the performance by the Company of its obligations under this Agreement, the delivery to the Agents of the Offered Shares and, if applicable, the Additional Shares hereunder, the consummation of the transactions contemplated by this Agreement (including, without limitation, the distribution of the Securities in the manner contemplated herein), other than those that have expired been obtained or made prior to the Closing Time; (v) that all necessary corporate action has been terminatedtaken by the Company to authorize (i) the execution and delivery of this Agreement and the performance of its obligations hereunder, and (ii) the delivery and, if applicable, the execution and filing of, the Preliminary Prospectus, the Final Prospectus, and, if applicable, any Prospectus Amendment, under the Canadian Securities Laws in each of the Qualifying Jurisdictions; (vi) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and subject to other standard assumptions and qualifications, including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by Applicable Law; (vii) the execution and delivery of this Agreement and the fulfilment of the terms hereof by the Company and the issuance, sale and delivery of the Offered Shares to be issued and sold by the Company at the Closing Time and the grant of the Over-Allotment Option do not and will not result in a breach of or a default under, do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or a default under, and do not and will not conflict with: (A) the constating documents of the Company; (B) any resolutions of the shareholders or directors (including of any committee thereof) of the Company; or (C) any applicable corporate law or Securities Laws; (viii) the Offered Shares have been duly and validly issued as fully paid and non-assessable shares in the capital of the Company; (ix) that the statements under the heading “Eligibility for Investment” in the Preliminary Prospectus, and the Final Prospectus are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein; (x) the rights, privileges, restrictions and conditions attaching to the Securities and the Over-Allotment Option are accurately summarized in all material respects in the Offering Documents; (xi) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not on the list of defaulting reporting issuers maintained by the Canadian Securities Regulators; (xii) that all necessary documents have been filed, all requisite proceedings have been taken, all legal requirements have been fulfilled and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators have been obtained, in each case by the Company to qualify the Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered in such categories under the applicable laws of the Qualifying Jurisdictions and who have complied with the relevant provisions of such applicable laws; and (xiii) that the common shares of the Company (including all of the Securities) have been approved for listing and posting for trading on the TSX-V, subject only to customary listing conditions set forth in the conditional approval letter of the TSX-V dated July 24, 2020. (b) No suitThe Agents receiving, actionat the Closing Time, investigation, inquiry or other proceeding by any governmental body or any other person or favourable legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities opinions (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken in customary form) dated as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit Closing Date from counsel to the consummation Company as to title matters in respect of the transactionsQueensway Gold Project, contemplated herebyin form and substance acceptable to the Agents, acting reasonably. (c) Purchaser shall have received an The Agents receiving, at the Closing Time a legal opinion from dated the Closing Date, in form and substance acceptable to the Agents, acting reasonably, addressed to the Agents (and if required for opinion purposes, counsel to the Agents) from Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, U.S. counsel to the Company, Nason, Yeager, Gerson, White and Xxxxx, P.A.such counsel may rely upon, as to the matters referred to in Paragraphs 5(b)of fact, 5(c) certificates of public officials and 5(e); that the transfer officers of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by SellersCompany, and the Other Shares will be duly issuedletters from stock exchange representatives and transfer agents, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the that no registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.1933 Act is required for the sale of Shares through the U.S. Affiliates in the United States in the manner contemplated by this Agreement; (d) The Shareholders' AgreementAgents shall have received from DNTW Toronto LLP at the Closing Time a “bring-down” comfort letter dated the Closing Date, substantially in form and substance satisfactory to the form annexed hereto as Exhibit 1CAgents, shall be executed and delivered by Purchaser and Sellersacting reasonably, simultaneously with addressed to the closing of this Agreement Agents and the purchase directors of the several Other Shares by PurchaserCompany, confirming the continued accuracy of the comfort letter to be addressed to the Agents, and the directors of the Company pursuant to Section 7(a)(iv) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, provided such changes are acceptable to the Agents, acting reasonably. (e) The purchase Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents signed by two senior officers of the several Other Shares by PurchaserCompany in form and substance satisfactory to the Agents, shall take place simultaneously acting reasonably, with respect to the closing notice of articles, articles and other constating documents of the Company, all resolutions of the board of directors of the Company relating to this AgreementAgreement and the incumbency and specimen signatures of signing officers of the Company. (f) In the case of Purchaser, Sellers The Agents shall have performed received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company or other senior officers of the Company acceptable to the Agents certifying for and on behalf of the Company and without personal liability after having made due enquiry and after having examined the Final Prospectus, the U.S. Offering Memorandum and any Offering Document Amendment, that: (i) since the date as of which information is given in the Final Prospectus there has been no Material Adverse Change and that no material transaction has been entered into by the Company other than as disclosed in the Final Prospectus, the U.S. Offering Memorandum or any Offering Document Amendment; (ii) the Final Prospectus and U.S. Offering Memorandum (except any Agents’ Information) (i) do not contain a misrepresentation and contain full, true and plain disclosure of all material facts relating to the Securities and the Company, and (ii) do not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Securities or any other securities of the Company has been issued by any Governmental Authority and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any Governmental Authority; (iv) the Company has complied in all material respects all with the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with at or prior to the Closing Date, Time; and (v) the representations and warranties of Sellers the Company contained in this Agreement and in any certificate certificates or other writing documents delivered by Sellers the Company pursuant hereto shall be to or in connection with this Agreement are true and correct in all material respects at and as of the Closing Date Time with the same force and effect as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers the Closing Time after giving effect to the foregoing effecttransactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all material respects as of that date only and in respect of any representations and warranties that are subject to a materiality qualification in which case, they will be true and correct in all respects; and all of those matters will in fact be true and correct as at the Closing Time. (g) In the case of Sellers, Purchase The Company shall have performed complied in all material respects all with the terms and conditions of this Agreement on its obligations hereunder required part to be performed by it complied with at or prior to the Closing Time. (h) The Company will have made and/or obtained all necessary filings, approvals, permits, consents and acceptances to or from, as the case may be, the board of directors, the Canadian Securities Regulators, the TSX-V, and any other applicable person required to be made or obtained by the Company in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Company and the Agents, acting reasonably, prior to the Closing Date, it being understood that the Agents will do all that is reasonably required to assist the Company to fulfil this condition. (i) The representations and warranties of Purchaser the Company contained in this Agreement and in any certificate certificates or other writing documents delivered by Purchaser the Company pursuant hereto to or in connection with this Agreement shall be true and correct in all material respects at and as of the Closing Date Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all material respects as of that date only and in respect of any representations and warranties that are subject to a materiality qualification in which case, they will be true and correct in all respects. (j) Subject to the last sentence of this paragraph, each of the persons identified in Schedule C, such time persons being shareholders of the Company holding at least 5% of the common shares of the Company at Closing, and Sellers each of the Company’s senior officers and directors, will have executed a lock-up agreement in the form set forth in Schedule D and the Agents will have received a copy thereof. The Agents acknowledge that the Company will use commercially reasonable efforts to obtain lock-up agreements from certain shareholders controlled by or affiliated with Exxx Xxxxxx or Rxx XxXxxx. (k) The common shares of the Company (including all of the Securities) shall have been approved for listing and posting for trading on the TSX-V on or before the Business Day immediately preceding the Closing Date, subject only to the satisfaction by the Company of customary post-closing conditions imposed by the TSX-V in similar circumstances. (l) The Agents will have received a certificate signed by an officer from Computershare Investor Services Inc. with respect to its appointment as transfer agent and registrar of Purchaser the common shares of the Company and the number of common shares of the Company issued and outstanding as at the end of the Business Day immediately prior to the foregoing effectClosing Date. (m) The Agents will have received a certificate of compliance or the equivalent in respect of the Company issued by the appropriate regulatory authorities in British Columbia dated within one Business Day prior to the Closing Date. (n) The Agents shall have received the Agents’ Commission. (o) The Agents shall have received such other closing certificates, opinions, receipts, agreements or documents as the Agents or their counsel may reasonably request.

Conditions of Closing. No party hereto shall be required to consummate any 9.1 Closing of the transactions described herein unless at Closing,Private Placement is subject to the following conditions precedent: (a) The waiting period under the HSR Act shall have expired Agent, acting reasonably, will be satisfied that the Acquisition has completed, or been terminated.that receipt of the Proceeds will enable the Issuer to satisfy the only outstanding monetary condition precedent to complete the Acquisition; (b) No suitthe Agent will be given opportunity and access to review information concerning the Properties and the Acquisition and, actionacting reasonably, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect will be satisfied with the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects result of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.review; (c) Purchaser shall the Issuer will be a Qualifying Issuer prior to or at Closing. 9.2 The obligations of the Agent at Closing will be conditional upon the following: (a) the Issuer will have received an delivered to the Agent and its solicitor a favourable opinion from counsel of the Issuer’s solicitor dated as of the date of such Closing, in a form acceptable to Company, Nason, Yeager, Gerson, White the Agent and Xxxxx, P.A., its solicitor as to all legal matters reasonably requested by the matters referred Agent relating to in Paragraphs 5(b), 5(c) and 5(e); that the transfer corporate status of the Shares from Sellers Issuer and Other Shares to Purchaser will be exempt from the registration provisions creation, issuance and sale of the Act Securities; (b) the Issuer will have delivered to the Agent and will not violate the registration provisions its solicitor such certificates of Section 5 its officers and experts of the Securities Act; when paid for in accordance with Issuer as the terms Agent or its solicitor may reasonably request; (c) each representation and warranty of the respective option agreements, the shares issuable upon exercise of options held by SellersIssuer which is contained in this Agreement continues to be true, and the Other Shares will be duly issuedIssuer has performed or complied with all of its covenants, fully paid agreements and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Actobligations under this Agreement; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially the Executive Directors of the Commissions have not advised the Issuer in writing that its securities are not eligible for the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with four month hold period specified in MI 45-102. 9.3 At Closing the closing obligations of this Agreement the Issuer and the purchase Agent to complete the issue and sale of the several Other Shares by Purchaser.Securities are subject to: (ea) The purchase receipt of all required regulatory approval for or acceptance of the several Other Shares by Purchaser, shall take place simultaneously with Private Placement and the closing of this Agreement.Acquisition; and (fb) In the case removal or partial revocation of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed any cease trading order or trading suspension made by them at or prior any competent authority to the Closing Date, extent necessary to complete the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effectPrivate Placement. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.

Conditions of Closing. No party hereto The obligations of the Underwriter and any Substituted Purchasers to complete the purchase of Units as contemplated hereby shall be required conditional upon the Underwriter being satisfied, acting reasonably, with the results of its due diligence investigations relating to consummate any the Company and upon the fulfilment at or before the Closing Time of the transactions described herein unless at Closing,following conditions, which conditions the Company covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time: (a) The waiting period under the HSR Act execution and delivery of this Agreement and the Subscription Agreements and the creation and issuance of the Shares and Warrants underlying the Units shall have expired or been terminated.duly authorized by all necessary corporate action; (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding all necessary consents and approvals with respect to the sale and issuance of the Shares and Warrants underlying the Units shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.obtained; (c) Purchaser the Underwriter shall have received an opinion from counsel certificates, in form and substance satisfactory to the Underwriter, stating that the Company is not in default under the Securities Laws; (d) the Underwriter shall have received a certificate addressed to it and to the Substituted Purchasers, dated as of the Closing Date, signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company, Nasonor such other officers of the Company as the Underwriter may accept, Yeager, Gerson, White and Xxxxx, P.A., as certifying on behalf of the Company to the matters referred effect that, except as has been generally disclosed at the date thereof: (i) there has not been any material adverse change since June 30, 2000 in relation to the Company and its subsidiary on a consolidated basis; (ii) since June 30, 2000 there have been no material transactions entered into by the Company or its subsidiary other than transactions in Paragraphs 5(b)the ordinary course of business that would not constitute a material change; (iii) neither the Company nor any of its subsidiary has any undisclosed contingent liability that is material to the Company; (iv) no event of default under any agreement or instrument pursuant to which indebtedness of the Company or its subsidiary has been created, 5(c) and 5(e); that no event which with the transfer giving of notice or the passage of time, or both, would constitute an event of default under any such agreement or instrument, has occurred and is continuing and no default under any agreement or instrument to which the Company or its subsidiary is a party or subject will occur as a result of the issue, sale and distribution of the Shares from Sellers and Other Shares to Purchaser will be exempt from Warrants underlying the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreementsUnits, the shares issuable upon exercise entry into of options held by Sellers, this Agreement and the Other Shares will be duly issuedSubscription Agreements or the performance by the Company of its obligations hereunder and thereunder; (v) there are no actions, fully paid and non-assessable; suits or proceedings, whether on behalf of or against the issuance of the shares issuable upon exercise of options held by SellersCompany or its subsidiary, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price thereforpending or, to the knowledge of counselthe Company, threatened against or affecting the Shares Company or its subsidiary at law or in equity, before or by any court or federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the Company and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard which are material to restrictions upon transfer as imposed under the Securities Act.Company; (dvi) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers the Company contained in this Agreement herein and in any certificate or other writing delivered by Sellers pursuant hereto shall be the Subscription Agreements are true in and correct and all material respects at the terms and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers conditions relating to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder Company contained herein and required to be performed and complied with by it the Company at the time of such certificate have been performed and complied with by the Company; and (vii) no order ceasing or prior suspending trading in securities of the Company or prohibiting the sale and issuance or distribution of the Shares or Warrants underlying the Units has been issued and no proceedings for such purpose are pending or, to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as knowledge of the Company, threatened; and (e) as at the Closing Date as if made at Time, all covenants, agreements and as obligations of such time the Company hereunder and Sellers under the Subscription Agreements required to be performed or complied with on or before the Closing Time shall have received a certificate signed been so performed or complied with and all conditions required to be complied with by an officer of Purchaser the Company shall have been complied with. The certificates described above required to be delivered at the foregoing effectClosing Time will also be addressed and delivered to such persons to whom the Underwriter may resell the Units after the Closing Time, provided they are identified at the Closing Time.

Conditions of Closing. No party hereto shall be required The following are conditions precedent to consummate any the obligations of the transactions described herein unless Agent to complete each Closing and to arrange for the purchase of the Offered Securities at Closing,each Closing Time, and which conditions are to be satisfied by the Corporation at or prior to each Closing Time and may be waived in writing in whole or in part by the Agent: (a) The waiting period under the HSR Act shall have expired or been terminated. Corporation will cause its counsel to deliver to the Agent favourable legal opinions dated and delivered on the Closing Date, in form and substance satisfactory to the Agent, acting reasonably (bit being understood that such counsel may rely to the extent appropriate in the circumstance: (i) No suitas to matters of fact, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality on certificates of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation Corporation executed on its behalf by a senior officer of the transactionsCorporation, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A.on certificates of the Transfer Agent, as to its appointment as such and the matters referred issued capital of the Corporation and on certificates of the Warrant Agent as to in Paragraphs 5(bits appointment as such; (ii) on certificates of public officials; and (iii) and such other certificates required for the legal opinion as determined by the Corporation’s legal counsel, acting reasonably), 5(cwith respect to the following matters (subject to usual and customary assumptions and qualifications): (i) the Corporation is a corporation existing under Business Corporations Act (British Columbia) and 5(e); that has all requisite corporate power and capacity to carry on business and to own, lease and operate properties and assets; (ii) the transfer Corporation has all necessary corporate capacity, power and authority: (A) to execute and deliver each of the Shares from Sellers Transaction Documents and Other Shares to Purchaser will be exempt from perform its obligations hereunder and thereunder, (B) to issue, sell and deliver the registration provisions Offered Securities, (C) to grant the Over-Allotment Option, and (D) to create, issue and deliver the Agent’s Warrants; (iii) the authorized and issued and outstanding share capital of the Act Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Transaction Documents and the performance of its obligations hereunder and thereunder, and each of the Transaction Documents has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and subject to other standard assumptions and qualifications, including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by Applicable Law; (v) the execution and delivery of each of the Transaction Documents and the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Securities to be issued and sold by the Corporation at the Closing Time, the grant of the Over-Allotment Option and the creation, issuance and delivery of the Agent’s Warrants do not and will not violate result in a breach of or a default under, do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or a default under, and do not and will not conflict with: (A) the registration provisions of Section 5 constating documents of the Corporation; (B) any resolutions of the shareholders or directors (including of any committee thereof) of the Corporation; or (C) any applicable corporate law or Securities Act; when paid for in accordance Laws; (vi) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the terms of Canadian Securities Regulators; (vii) the respective option agreements, the shares issuable upon exercise of options held by Sellers, Unit Shares have been duly and the Other Shares will be duly issued, validly created and issued as fully paid and non-assessable; assessable shares in the capital of the Corporation; (viii) the Warrants have been duly and validly created and issued and the Warrant Shares have been reserved and authorized and allotted for issuance, and upon the payment therefor and the issue thereof upon exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be duly and validly issued as fully paid and non-assessable shares in the capital of the Corporation; (ix) the Agent’s Warrants have been duly and validly created and issued; (x) the Agent’s Warrant Shares have been duly and validly created and reserved for issuance and the Agent’s Warrant Shares have been reserved and authorized and allotted for issuance and upon the payment therefor and the issue thereof upon exercise of the Agent’s Warrants in accordance with the provisions of the Agent’s Warrant Certificate, the Agent’s Warrant Shares will be duly and validly issued as fully paid and non-assessable shares in the capital of the Corporation; (xi) the rights, privileges, restrictions and conditions attaching to the Offered Securities, the Over-Allotment Option and the Agent’s Warrants are accurately summarized in all material respects in the Offering Documents; (xii) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits, consents and authorizations of the Canadian Securities Regulators in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Offered Securities in each of the Qualifying Jurisdictions through persons who are registered under Canadian Securities Laws and to qualify the grant of the Over-Allotment Option and the issuance of the shares issuable Agent’s Warrants to the Agent; (xiii) the issuance by the Corporation of the Warrants Shares upon the due exercise of options held by Sellers, the Warrants and the Other issuance of the Agent’s Warrant Shares will upon the due exercise of the Agent’s Warrants is exempt from, or is not subject to, the prospectus and registration requirements of Canadian Securities Laws in the Qualifying Jurisdictions and no prospectus or other documents are required to be exempt from filed, proceedings taken, or approvals, permits, consents or authorizations obtained under Canadian Securities Laws of the registration Qualifying Jurisdictions in connection therewith; (xiv) the Corporation is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not on the list of defaulting reporting issuers maintained by the Canadian Securities Regulators; (xv) subject to the qualifications and assumptions set out therein, the statements set forth in the Final Prospectus under the heading “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations”, insofar as they purport to describe the provisions of the Act and will not violate the registration provisions of Section 5 laws referred to therein, are fair summaries of the Securities Actmatters discussed therein; (xvi) Computershare Trust Company of Canada has been appointed as Warrant Agent; and (xvii) such other matters as may reasonably be requested by the Agent no less than 48 hours prior to the Closing Time. In connection with such opinions, upon payment counsel to the Corporation may rely on the opinions of local counsel to the Corporation in the Qualifying Jurisdictions acceptable to counsel to the Agent, acting reasonably, as to certain corporate and securities matters relating to the Corporation and as to the qualification for distribution of the purchase price thereforOffered Securities, the grant of the Over-Allotment Option and the issuance of the Agent’s Warrants, or opinions may be given directly by local counsel to the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which counsel to the Corporation is qualified to practise, and may rely, to the knowledge extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (b) the Corporation will cause favourable legal opinions to be delivered to the Agent by the Corporation’s counsel, dated and delivered on the Shares Closing Date, regarding the Corporation’s Subsidiaries, in form and Other Shares substance satisfactory to the Agent, acting reasonably, with respect to the following matters: (i) the Subsidiaries having been incorporated and existing under their respective jurisdictions of incorporation; (ii) each Subsidiary having all requisite corporate power and capacity to carry on business and to own, lease and operate properties and assets; and (i) the authorized and issued share capital of each Subsidiary and the ownership thereof; (c) the Corporation will be owned by Purchaser free cause the Corporation’s Auditors to deliver to the Agent a comfort letter, dated and clear of all liensdelivered on the Closing Date, encumbrances or restrictions of any kind whatsoeverin form and substance satisfactory to the Agent, except with regard acting reasonably, bringing forward to restrictions upon transfer as imposed under a date not more than two Business Days prior to the Securities Act.Closing Date the information contained in the comfort letter referred to in Section 6(b)(iv); (d) The Shareholders' Agreementthe Corporation will deliver a certificate of the Corporation, substantially addressed to the Agent and dated the Closing Date, and signed on behalf of the Corporation, but without personal liability, by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other senior officers of the Corporation as may be acceptable to the Agent, acting reasonably, in form and substance satisfactory to the form annexed hereto as Exhibit 1CAgent, shall acting reasonably, certifying with respect to: (i) the notice of articles and articles of the Corporation; (ii) the resolutions of the Corporation’s board of directors relevant to the issue and sale of the Offered Securities to be executed issued and delivered sold by Purchaser and Sellersthe Corporation, simultaneously with the closing grant of this Agreement the Over-Allotment Option, the issuance of the Agent’s Warrants and the purchase authorization of the several Other Shares by Purchaser.Offering Documents, the Transaction Documents and the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (e) The purchase the Corporation will deliver a certificate of the several Other Shares Corporation, addressed to the Agent and its counsel and dated the Closing Date, and signed on behalf of the Corporation, but without personal liability, by Purchaserthe Chief Executive Officer and Chief Financial Officer of the Corporation, shall take place simultaneously with or such other senior officers of the closing Corporation as may be acceptable to the Agent, acting reasonably, in form and substance satisfactory to the Agent, acting reasonably, certifying, to the best of this Agreement.the knowledge, information and belief of the Persons so signing, after having made due enquiry and after having reviewed the Final Prospectus and any Supplementary Material, that: (fi) In the case of Purchaser, Sellers shall have performed Corporation has complied in all material respects with all the covenants and satisfied all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed complied with or satisfied, other than conditions which have been waived by them the Agent, at or prior to the Closing Date, Time; (ii) the representations and warranties of Sellers the Corporation contained in this Agreement herein are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true correct in all material respects (provided that any representations and warranties that are qualified as to materiality shall be true and correct in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated hereby; (iii) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation or prohibiting the sale of the Offered Securities or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Securities Laws or by any regulatory authority; and (iv) since the respective dates as of which information is given in the Final Prospectus (A) there has been no material change (actual, anticipated, contemplated, threatened, or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects, capital or control of the Corporation (on a consolidated basis), and (B) no transaction has been entered into by the Corporation or any of its Subsidiaries which is material to the Corporation (on a consolidated basis), other than as disclosed in the Final Prospectus or any Supplementary Material, as the case may be; (f) the Corporation will have made and/or obtained all necessary filings, approvals, permits, consents and acceptances to or from, as the case may be, the board of directors, the Securities Regulators, the CSE, and any other applicable person required to be made or obtained by the Corporation in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Corporation and the Agent, acting reasonably, prior to the Closing Date or such later date as if made at and as of such time and Purchaser shall may be permitted under the Securities Laws, it being understood that the Agent will do all that is reasonably required to assist the Corporation to fulfil this condition; (g) the Agent will have received a certificate signed by Sellers from Computershare Trust Company of Canada with respect to its appointment as transfer agent and registrar of the foregoing effect. (g) In Common Shares, and the case number of Sellers, Purchase shall have performed in all material respects all Common Shares issued and outstanding as at the end of its obligations hereunder required to be performed by it at or the Business Day immediately prior to the Closing Date; (h) the Agent will have received a certificate of status or the equivalent in respect of the Corporation and each of its Subsidiaries issued by the appropriate regulatory authority in the respective jurisdictions in which the Corporation and its Subsidiaries are incorporated, dated within one Business Day prior to the representations and warranties Closing Date; (i) Computershare Trust Company of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and Canada will be, as of the Closing Date Date, duly appointed as if made at and as Warrant Agent under the Warrant Indenture; (j) the Agent will have received a reporting issuer certificate or report for each of such time and Sellers the Qualifying Jurisdictions confirming that the Corporation is a reporting issuer not in default of applicable Canadian Securities Laws, dated or retrieved within two (2) Business Days prior to the Closing Date; (k) to the extent not previously provided, the Agent shall have received a certificate signed the lock-up undertakings requested by an officer of Purchaser the Agent pursuant to the foregoing effectSection 8(l).

Conditions of Closing. No party hereto shall be required to consummate any 5.1 The following are conditions of the transactions described herein unless at Closing, (a) The waiting period under the HSR Act shall have expired or been terminated. (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality obligations of the transactions described herein Agents and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of Purchasers to purchase the transactions, Offered Shares from the Company as contemplated hereby. (c) Purchaser shall , which conditions the Company covenants to exercise its reasonable best efforts to have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at fulfilled on or prior to the Closing Date, which conditions may be waived in writing in whole or in part by the representations Agents on their own behalf and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as on behalf of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect.Purchasers: (ga) In the Company will have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case of Sellersmay be, Purchase shall have performed in all material respects all of its obligations hereunder the Securities Commissions and the Exchanges required to be performed made or obtained by it at or the Company in connection with the Offering, on terms which are acceptable to the Company and the Agents, acting reasonably, prior to the Closing Date, it being understood that the Agents will do all that is reasonably required to assist the Company to fulfil this condition; (b) the Company shall have delivered to the Agents within 36 hours of the filing of the Final Prospectus, or such later time as may be agreed upon by the Company and the Agents, in such Canadian cities as the Agents may reasonably request, the reasonable requirements of conformed commercial copies of the Final Prospectus; (c) the Offered Shares will have been accepted for listing by the Exchanges, subject to the usual conditions, and will, subject to closing of the Offering at the Time of Closing, at the opening of trading on the Exchanges on the Closing Date, be posted for trading on the Exchanges; (d) the Company's board of directors will have authorized and approved this agreement, the sale and issuance of the Offered Shares and all matters relating to the foregoing; (e) the Company will deliver a certificate of the Company and signed on behalf of the Company, but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Agents, acting reasonably, addressed to the Agents and their counsel and dated the Closing Date, in form and content satisfactory to the Agents' counsel, acting reasonably, certifying that: (i) no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Offered Shares or any of the Company's issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of such officers, threatened; (ii) to the knowledge of such officers, there has been no adverse material change relating to the Company and its Subsidiaries, on a consolidated basis, since the date hereof which has not been generally disclosed; (iii) since the date hereof, no material change relating to the Company and the Subsidiaries, on a consolidated basis, except for the Offering, has occurred with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; (iv) the representations and warranties of Purchaser the Company contained in this Agreement agreement (a) qualified by materiality (or Material Adverse Event or similar qualifications), are true and in any certificate or other writing delivered by Purchaser pursuant hereto shall be correct and (b) not so qualified are true and correct in all material respects respects, in each case at the Time of Closing, with the same force and as of the Closing Date effect as if made by the Company as at the Time of Closing; (v) the Company has complied, and in the case of Subsection 4.1.1(q) will comply, with all the covenants and satisfied (or will satisfy) all the terms and conditions of this agreement on its part to be complied with or satisfied, other than conditions which have been waived by the Agents, at or prior to the Time of Closing; and (vi) such other matters in relation to this Offering as the Company and the Agents shall agree prior to the Time of Closing; (f) the Company will have caused a favourable legal opinion to be delivered by its Canadian counsel addressed to the Agents and the Agents' counsel addressing the matters identified in Schedule "B" hereto. In giving such opinions, counsel to the Company shall be entitled to rely, to the extent appropriate in the circumstances, upon local counsel and shall be entitled as to matters of fact not within their knowledge to rely upon a certificate of fact from responsible persons in a position to have knowledge of such time facts and Sellers shall their accuracy; (g) the Company will have received caused a favourable legal opinion to be delivered by its U.S. counsel addressed to the Agents and the Agents' counsel addressing the matters identified in Schedule "C" hereto; (h) the Company will have caused a favourable legal opinion to be delivered by local counsel in the jurisdiction of incorporation of each of the Subsidiaries, addressed to the Agents, in form and substance satisfactory to the Agents, and with respect to the following matters: (i) the incorporation and existence of each subsidiary under the laws of its jurisdiction of incorporation; (ii) as to the holder of the issued and outstanding shares of each subsidiary as set forth in the Preliminary Prospectus and the Final Prospectus; and (iii) that each subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its businesses and own it properties as described in the Prospectus; (i) the Company will have caused Deloitte & Touche LLP to deliver an updated version of its letter referred to in Section 6.1 below; and (j) the Company will cause its registrar and transfer agent to deliver a certificate signed by an officer of Purchaser as to the foregoing effectissued and outstanding shares of the Company as at a date not more than two business days prior to the Closing Date.

Conditions of Closing. No party hereto The obligation of the Underwriters to purchase the Offered Shares at the Closing Time on the Closing Date shall be required subject to consummate any of the transactions described herein unless at Closing,following: (a) The waiting period the Underwriters will receive at the Closing Time a legal opinion addressed to the Underwriters and their counsel dated and delivered on the Closing Date from the Company’s Canadian counsel, Torys LLP, and from local counsel (only in respect of matters governed by laws of the Qualifying Jurisdictions where the Company’s Canadian counsel is not qualified to practice), in each case in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Underwriters’ counsel: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as being in default of Applicable Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (ii) the Company is a corporation duly incorporated and validly existing under the HSR Act shall have expired or been terminated.federal laws of Canada, and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets as described in the Prospectus; (biii) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b)authorized, 5(c) and 5(e); that the transfer issued and outstanding, capital of the Company; (iv) the rights, privileges, restrictions and conditions attaching to the Offered Shares from Sellers are accurately summarized in all material respects in the Prospectus; (v) the Offered Shares have been duly and Other Shares to Purchaser will be exempt from the registration provisions of the Act validly authorized and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, issued and the Other Shares will be duly issued, are outstanding as fully paid and non-assessableassessable Common Shares; (vi) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and to perform its obligations under this Agreement; and (ii) to offer, issue, sell and deliver the issuance Offered Shares; (vii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the shares issuable upon exercise Preliminary Prospectus, the Prospectus and any Supplementary Material and the filing thereof in each of options held by Sellersthe Qualifying Jurisdictions; (viii) the Company has duly authorized, executed and delivered, this Agreement and authorized the performance of its obligations hereunder, including the offering, issue, sale and delivery of the Offered Shares, and the Other Shares will be exempt from the registration provisions this Agreement constitutes a legal, valid and binding obligation of the Act Company enforceable against the Company in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (ii) equitable remedies, including the remedies of specific performance and will not violate injunctive relief, being available only in the registration provisions of Section 5 discretion of the Securities Actapplicable court; and, upon payment (iii) the applicable laws regarding limitations of actions; (iv) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under Applicable Law without affecting the enforceability or validity of the purchase price thereforremainder of such document would be determined only in the discretion of the court; (v) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under Applicable Law; and (vi) the rights to indemnity, to the knowledge of counsel, the Shares contribution and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed waiver under the Securities Act.documents which may be limited or unavailable under Applicable Law; (dix) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed execution and delivered by Purchaser and Sellers, simultaneously with the closing delivery of this Agreement and the purchase fulfillment of the several Other terms hereof, the offering, issue, sale and delivery of the Offered Shares, and the consummation of the transactions contemplated by this Agreement, do not result in a breach of (whether after notice or lapse of time or both) or constitute a default under (i) any of the terms, conditions or provisions of the articles of incorporation or amalgamation, as applicable, and by-laws of the Company, (ii) resolutions of the shareholders or the board of directors (or any committee thereof) of the Company, or (iii) the laws of the Province of Ontario and the federal laws of Canada applicable therein; (x) Computershare Investor Services Inc. is the duly appointed registrar and transfer agent for the Common Shares; (xi) all necessary documents have been filed, all requisite proceedings have been taken, all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained, and all necessary legal requirements have been fulfilled, in order to qualify the distribution of the Offered Shares in each of the Qualifying Jurisdictions through dealers who are registered under Applicable Securities Laws and who have complied with the relevant provisions of such Applicable Laws; (xii) subject only to the Standard Listing Conditions, the Offered Shares have been conditionally listed or approved for listing on the TSX; (xiii) as to the accuracy of the statements under the heading “Eligibility for Investment” in the Prospectus; and (xiv) as to all other legal matters reasonably requested by Purchaser.counsel to the Underwriters. In connection with such opinion, counsel to the Company may rely on the opinions of local counsel in the Qualifying Jurisdictions acceptable to counsel to the Underwriters, acting reasonably, as to the qualification for distribution of the Offered Shares or opinions may be given directly by local counsel of the Company with respect to those items and as to other matters governed by the laws of jurisdictions other than the province or provinces in which the Company’s Canadian counsel are qualified to practice and may rely, to the extent appropriate in the circumstances but only as to matters of fact, on certificates of officers of the Company and others; (b) the Underwriters shall have received legal opinions from legal counsel to, and duly qualified to practice law in the jurisdiction of existence of, each wholly-owned Material Subsidiary that is Canadian (other than VF Clean Energy, Inc.) addressed to the Underwriters and legal counsel to the Underwriters and based upon an officer’s certificate for each such Material Subsidiary with respect to: (i) the existence of each such Material Subsidiary; and (ii) the corporate power and capacity of each such Material Subsidiary to carry on its business and activities and to own and lease its property and assets; (c) the Underwriters shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer of the Company or any other senior officer(s) of the Company as may be acceptable to the Underwriters, in form and content satisfactory to the Underwriters’ counsel, acting reasonably, with respect to: (i) the articles and by laws of the Company; (ii) resolutions of the Company’s board of directors relevant to, among other things, the issue and sale of the Offered Shares to be issued and sold by the Company and the authorization of this Agreement and the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Company; (d) the Underwriters shall have received a certificate of status or the equivalent dated within one Business Day of the Closing Date, in respect of the Company and each Material Subsidiary that is Canadian (other than VF Clean Energy, Inc.); (e) The purchase the Company shall cause its current auditors to deliver to the Underwriters a “bring down” comfort letter, addressed to the Underwriters and the board of directors of the several Other Shares by PurchaserCompany, shall take place simultaneously with dated the closing of this Agreement.Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 25(a)(iii) hereof; (f) In the case Company shall deliver to the Underwriters, at the Closing Time, certificates dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and the Chief Financial Officer of Purchaserthe Company, Sellers shall have performed or such other senior officer(s) of the Company as may be acceptable to the Underwriters, certifying for and on behalf of the Company and without personal liability, to the effect that: (i) the Company has complied in all material respects with all the covenants and satisfied all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing Date, Time; (ii) the representations and warranties of Sellers the Company contained herein are true and correct as at the Closing Time with the same force and effect as if made on and as at the Closing Time after giving effect to the transactions contemplated hereby; (iii) the Final Receipt has been issued by the BCSC for the Prospectus pursuant to the Passport System and, to the knowledge of such persons, no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or other securities of the Company, or the Offered Shares to be issued and sold by the Company, has been issued and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened; (iv) since the respective dates as of which information is given in the Prospectus or any Supplementary Material (A) there has been no material change in the Company, (B) there has been no material and adverse change (financial or otherwise) in the business, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries (taken as a whole), and (C) no transaction has been entered into by, and there has been no transaction that affects, the Company or any Subsidiary which is material to the Company and the Subsidiaries (taken as a whole), other than as disclosed in the Prospectus or in any Supplementary Material; (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying with Applicable Securities Laws; and (vi) such other matters as the Underwriters may reasonably request; (g) the Underwriters shall have received copies of correspondence indicating that the Company has obtained the conditional approval of the TSX for the listing of the Offered Shares thereon, subject only to the Standard Listing Conditions; (h) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall will be true in all material respects at and as of the Closing Time on the Closing Date as if such representations and warranties were made at and as of such time and Purchaser shall have received a certificate signed all agreements, covenants and conditions required by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required this Agreement to be performed performed, complied with or satisfied by it the Company at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of Time on the Closing Date as if made will have been performed, complied with or satisfied at or prior to that time; (i) the absence of any misrepresentations in the Offering Documents or undisclosed material change or undisclosed material facts relating to the Company or the Offered Shares; (j) the Company shall have received a Preliminary Receipt and as of such time a Final Receipt qualifying the Offered Shares for distribution in the Qualifying Jurisdictions, and Sellers neither the Preliminary Receipt nor the Final Receipt shall be invalid or have been revoked or rescinded by any Securities Commission; (k) the Underwriters shall have received a certificate signed by an officer of Purchaser from Computershare Investor Services Inc. as to the foregoing effectnumber of Common Shares issued and outstanding as at the date immediately prior to the Closing Date; (l) the Underwriters will have received such other certificates, opinions, agreements or closing documents in form and substance reasonably satisfactory to the Underwriters as the Underwriters may reasonably request; (m) the Underwriters will have received evidence, satisfactory to the Underwriters, acting reasonably, that Xxxxxxx XxXxxxxx has waived his rights under Section 6.3 of the Securityholders Agreement in connection with the Offering; and (n) all directors and officers of the Company and their respective associates will have entered into an agreement with and an in form and substance satisfactory to the Underwriters at the Closing Time on the Closing Date pursuant to which they will agree not to, for a period commencing on December 3, 2017 and ending on the date that is 90 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, make any short sale, lend, swap, or otherwise dispose of, transfer, assign, or announce any intention to do so, any Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares, whether now owned or hereafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than pursuant to (i) a bona fide take-over bid or any other similar transaction made generally to all of the shareholders of the Company, provided that, in the event the change of control or other similar transaction is not completed, such securities shall remain subject to the lock-up agreement, and (ii) the sale of Common Shares issued pursuant to the exercise of vested stock options or performance share units which were issued prior to December 3, 2017 (subject to a maximum of 100,000 Common Shares in the case of Xxxxxxx Xxxxxxx and 300,000 Common Shares in the case of Xxxxxxx XxXxxxxx).

Conditions of Closing. No party hereto shall be required The following are conditions precedent to consummate any the obligations of the transactions described Agents to complete the Closing and of the Purchasers to purchase the Offered Units at the Closing Time, which conditions the Corporation covenants and agrees to use its commercially reasonable best efforts to fulfil within the time set out herein unless at Closing,therefor, and which conditions may be waived in writing in whole or in part by the Agents: (a) The waiting period the Corporation shall have delivered or caused to be delivered favourable legal opinions addressed to the Agents and their legal counsel dated the Closing Date from Xxxxxxx Xxxxx & Xxxxxxxxx LLP, counsel for the Corporation, as to such matters as the Agents may reasonably request, acceptable to the Agents, subject to usual or customary assumptions, limitations and qualifications and to include the following matters: (i) the Corporation is a “reporting issuer”, or its equivalent, in each of the Qualifying Provinces where Purchasers are resident and it is not on the list of defaulting reporting issuers maintained by the Canadian Securities Regulators; (ii) the Corporation is a corporation existing under the HSR Act shall laws of its jurisdiction of incorporation and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; (iii) the authorized and issued and outstanding share capital of the Corporation; (iv) the Corporation has all necessary corporate capacity, power and authority: (A) to execute and deliver this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates and to perform its obligations hereunder and thereunder; (B) to create, issue and sell the Unit Shares and the Warrants (including, for greater certainty, any Unit Shares or Warrants issuable upon exercise of the Compensation Options); and (C) to issue the Warrant Shares issuable upon exercise of the Warrants in accordance with their terms; (v) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Canadian Securities Regulators; (vi) upon the payment therefor, the Unit Shares forming part of the Offered Units will have expired been validly issued as fully paid and non-assessable Common Shares; (vii) the Warrants (including, for greater certainty, any Warrants issuable upon exercise of the Compensation Options) have been validly created; (viii) the Warrant Shares issuable upon the exercise of the Warrants (including, for greater certainty, any Warrants issuable upon exercise of the Compensation Options) have been authorized and allotted for issuance and, upon the exercise of the Warrants in accordance with the provisions thereof, such Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (ix) the Compensation Options have been validly created; (x) the Unit Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the exercise of the Compensation Options in accordance with the provisions thereof, such Unit Shares will be validly issued as fully paid and non-assessable Common Shares; (xi) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates have been executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against it in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution may be limited by applicable law; (xii) the rights, privileges, restrictions and conditions attaching to the Unit Shares and the Warrants (including, for greater certainty, any Unit Shares or Warrants issuable pursuant to the Compensation Options) are accurately summarized in all material respects in the Final Prospectus; (xiii) all necessary documents have been terminated.filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Provinces have been obtained by the Corporation to qualify the distribution to the public of the Offered Units and the grant, issuance and delivery of the Compensation Options to the Agent in each of the Qualifying Provinces through persons who are registered under applicable Securities Laws and who have complied with the relevant provisions of applicable Securities Laws; (xiv) the issue by the Corporation of the Warrant Shares to be issued upon exercise of the Warrants and the Unit Shares and Warrants comprising Compensation Units to be issued upon exercise of the Compensation Options are exempt from, or are not subject to, the prospectus and registration requirements of the Securities Laws of the Qualifying Provinces and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained by the Corporation under the Securities Laws of the Qualifying Provinces in respect of such distribution; (xv) the first trade in, or resale of, the Warrant Shares to be issued upon exercise of the Warrants (including, for greater certainty, any Warrants issued upon the exercise of the Compensation Units) and the Unit Shares issuable upon exercise of the Compensation Options is exempt from, or is not subject to, the prospectus requirements of the Securities Laws of the Qualifying Provinces and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under such Securities Laws in respect of such trade; (xvi) subject only to the Standard Listing Conditions, the Unit Shares and the Warrant Shares (including, for greater certainty, any Unit Shares or Warrant Shares issuable upon exercise of the Compensation Units) have been conditionally approved for listing on the TSX; (xvii) the execution and delivery of this Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates, the fulfilment of the terms hereof and thereof by the Corporation and the issuance, sale and delivery of the Offered Units to be issued and sold by the Corporation at the Closing Time and the issuance of the Compensation Options, the Compensation Units and the Warrant Shares, do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, and do not and will not conflict with: (A) the provisions of any law, statute, rule or regulation to which the Corporation is subject; or (B) the constating documents of the Corporation; (xviii) the Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares; and (xix) subject to the assumptions, qualifications, limitations and restrictions set out therein, the statements under the heading in the Prospectus “Eligibility for Investment” are accurate in all material respects. In connection with such opinions, counsel to the Corporation may rely on the opinions of local counsel in the Qualifying Provinces acceptable to counsel to the Agents, acting reasonably, as to certain corporate and securities matters relating to the Corporation and as to the qualification for distribution of the Offered Units and the Compensation Options or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which they are qualified to practise and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (b) No suitif any Offered Units are sold by the Agents, action, investigation, inquiry or other proceeding by any governmental body a Selling Firm or any other person affiliate of the Agents or a Selling Firm to, or for the account or benefit of, persons in the United States or U.S. Persons, the Corporation shall cause a favourable legal opinion to be delivered by its United States counsel, Xxxxxxxx Xxxxxxx LLP, to the Agents, such opinion to be subject to such qualifications and assumptions as the Agents may agree, acting reasonably, to the effect that no registration of the Offered Units will be required under the U.S. Securities Act in connection with the offering of the Offered Units for sale to, or administrative proceeding for the account or benefit of, persons in the United States or U.S. Persons; (c) the Agents shall have received a favourable legal opinion addressed to the Agents and the Agents’ counsel as to the title to the Priority Nevada Properties, dated as of the Closing Date, in form and substance satisfactory to the Agent and their counsel, acting reasonably; (d) the Corporation will have caused a favourable legal opinion to be delivered by local counsel in the jurisdiction of incorporation of each Subsidiary addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, and with respect to the following matters: (i) the incorporation and existence of the Subsidiary under the laws of its jurisdiction of incorporation; (ii) as to the authorized share capital of the Subsidiary, as to the issued and outstanding share capital of the Subsidiary and all of the issued and outstanding shares of the Subsidiary are registered, directly or indirectly, in the name of the Corporation; and (iii) that the Subsidiary has all requisite corporate capacity power and authority under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own lease and operate its properties and assets; (e) the Corporation shall cause the Corporation’s Auditors to deliver to the Agents a comfort letter, dated as of the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in subsection 5(a)(iv) hereof; (f) the Agents shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officer(s) of the Corporation as the Agents may agree, certifying for and on behalf of the Corporation and without personal liability, to the best of the knowledge, information and belief of the persons so signing, with respect to: (i) the articles and by-laws of the Corporation; (ii) the resolutions of the Corporation’s board of directors relevant to the issue and sale of the Offered Units to be issued and sold by the Corporation and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (g) the Agents shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Agents may agree, certifying for and on behalf of the Corporation and without personal liability, to the best of the knowledge, information and belief of the persons so signing, after having made due enquiry and after having carefully examined the Final Prospectus and any Supplementary Material, that: (i) since the respective dates as of which information is given in the Final Prospectus (A) there has been instituted no material change (actual, anticipated, contemplated or threatened which may materially adversely affect threatened, whether financial or otherwise) in the financial conditionsbusiness, affairs, operations, assets, liabilities (absolute, accrued, contingent or otherwise), reservesprospects or capital of the Corporation on a consolidated basis, businessand (B) no transaction has been entered into by either the Corporation or any of the Subsidiaries which is material to the Corporation on a consolidated basis, operations other than as disclosed in the Final Prospectus or prospects the Supplementary Material, as the case may be; (ii) there has been no change in any material fact (which includes the disclosure of Company and its subsidiaries taken any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as a whole to render any statement in the Final Prospectus misleading or untrue in any material respect or which questions would result in a misrepresentation in the validity Final Prospectus or legality of which would result in the transactions described herein and no provision of any Final Prospectus not complying with applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Canadian Securities Laws; (ciii) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White the Corporation has complied with all the covenants and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with satisfied all the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing conditions of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required on its part to be performed by them complied with and satisfied at or prior to the Closing Date, Time; (iv) the representations and warranties of Sellers the Corporation contained in this Agreement herein are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects correct as at and as of the Closing Date Time, with the same force and effect as if made at on and as at the Closing Time after giving effect to the transactions contemplated hereby; and (v) receipts or decision documents have been issued by the Canadian Securities Regulators for the Final Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such time officers, contemplated or threatened under any Securities Laws or by any regulatory authority; (h) the Agents shall have received copies of correspondence indicating that the Corporation has obtained all necessary approvals for the Unit Shares, the Warrants and Purchaser the Warrant Shares (including, for greater certainty, any Unit Shares or Warrant Shares issuable upon exercise of the Compensation Units) to be conditionally listed on the TSX, subject only to the Standard Listing Conditions; (i) the Agents shall have received a certificate signed by Sellers from the Transfer Agent as to the foregoing effect. (g) In number of Common Shares issued and outstanding as at the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or date immediately prior to the Closing Date, ; (j) the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers Agents shall have received a certificate signed of status or the equivalent in respect of the Corporation and each Subsidiary issued by an officer the appropriate regulatory authority in each jurisdiction in which the Corporation and such Subsidiary are incorporated; (k) the Agents shall have received a copy of Purchaser to the foregoing effectReporting Issuer List or the Defaulting Issuer List, as the case may be, for each of the Qualifying Provinces which such lists are available confirming that the Corporation is a reporting issuer not in default of applicable Securities Laws; and (l) the Agents shall have completed and be satisfied, in their sole discretion, with the results of their due diligence investigations regarding the Corporation, its business, operations and financial condition and market conditions at the Closing Time.

Conditions of Closing. No party hereto (1) The Underwriters’ obligation to purchase the Offered Securities pursuant to this Agreement (including the obligation to complete the purchase of the Initial Units and the Over-Allotment Securities, as the case may be) shall be required subject to consummate any of the transactions described herein unless following conditions having been met at Closing,the Closing Time: (a) The waiting period the Underwriters receiving favourable legal opinions from Stikeman Elliott LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or Transfer Agent of the Corporation), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (i) the Corporation is a corporation validly continued and existing under the HSR Canada Business Corporations Act shall and has all requisite corporate power and capacity to carry on business, to own and lease properties and assets; (ii) the Corporation has all necessary corporate power and authority to (i) execute, deliver and perform its obligations under this Agreement and the Warrant Indenture, as applicable, (ii) to create, issue and sell the Offered Securities, and (iii) to grant the Over-Allotment Option; (iii) the authorized and issued capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Warrant Indenture, as applicable, and the performance of its obligations under the Agreement and the Warrant Indenture, and this Agreement and the Warrant Indenture have expired been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against it in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement and the Warrant Indenture may be limited by Applicable Law; (v) the execution and delivery of this Agreement and the Warrant Indenture and the fulfilment of the terms of this Agreement and the Warrant Indenture by the Corporation and the issuance, sale and delivery of the Offered Securities, the grant of the Over-Allotment Option, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the articles and by-laws of the Corporation, any resolutions of the shareholders or directors of the Corporation that were approved since an agreed upon date, or any applicable corporate law or Securities Laws; (vi) all necessary corporate action has been terminatedtaken by the Corporation to authorize the execution and delivery of each of the Offering Documents (and any Prospectus Amendment) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions; (vii) the Unit Shares have been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (viii) the Unit Warrants have been validly created and issued as warrants of the Corporation; (ix) the Over-Allotment Option has been duly and validly authorized and granted by the Corporation, and the Over-Allotment Shares and Over- Allotment Warrants issuable upon the exercise of the Over-Allotment Option have been duly and validly created, allotted and reserved for issuance by the Corporation and, upon the exercise of the Over-Allotment Option, including receipt by the Corporation of payment in full therefor, the Over-Allotment Shares and Over-Allotment Warrants will be duly and validly created, authorized, issued and outstanding and the Over-Allotment Shares will be fully paid and non-assessable shares; (x) the Warrant Shares and Over-Allotment Warrant Shares have been duly and validly authorized, allotted and reserved for issuance, and upon due exercise of the Unit Warrants and Over-Allotment Warrants, as applicable, in accordance with their respective terms, the Warrant Shares and Over- Allotment Warrant Shares will be validly issued as fully paid and non- assessable shares in the capital of the Corporation; (xi) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to qualify the distribution to the public of the Offered Securities in the Qualifying Jurisdictions by or through persons who are duly registered under the applicable Canadian Securities Laws and who have complied with the relevant provisions of such applicable Canadian Securities Laws and to qualify the grant of the Over-Allotment Option; (xii) the issuance of the Warrant Shares and Over-Allotment Warrant Shares issuable upon exercise of the Warrants and Over-Allotment Warrants are exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under applicable Canadian Securities Laws to permit such issuance; (xiii) subject to the qualifications and assumptions set out therein, the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations”, insofar as they purport to describe the provisions of the laws referred to therein, are fair summaries of the matters discussed therein; (xiv) subject only to the standard listing conditions, the Unit Shares, the Over- Allotment Shares, the Warrant Shares, the Over-Allotment Warrant Shares have been conditionally listed or approved for listing on the TSX; (xv) Computershare Trust Company of Canada has been duly appointed as registrar and transfer agent of the Common Shares and as warrant agent under the Warrant Indenture; (xvi) the attributes of the Offered Securities conform in all material respects with the description thereof contained in the Final Prospectus; and (xvii) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Closing Time; in form and substance acceptable to the Underwriters and their counsel, acting reasonably. (b) No suitif any of the Offered Securities are offered or sold in the United States or to, actionor for the account or benefit of, investigationU.S. Persons, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding the Underwriters shall have been instituted or threatened which may materially adversely affect received at the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company Closing Time a customary and its subsidiaries taken as a whole or which questions favourable legal opinion dated the validity or legality Closing Date in form and substance reasonably satisfactory to the Underwriters to the effect that no registration is required under the U.S. Securities Act in connection with the offer and resale of the transactions described herein Offered Securities under Rule 144A to Qualified Institutional Buyers, provided, that such offer, resale and delivery of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, is made in compliance with this Agreement and the terms set out in Schedule “B” hereto and provided further that it being understood that no provision opinion is expressed as to any subsequent resale of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Offered Securities; (c) Purchaser shall have the Underwriters having received an opinion from counsel to Company, Nason, Yeager, Gerson, White certificates dated the Closing Date and Xxxxx, P.A., signed by two senior officers of the Corporation as may be acceptable to the matters referred Underwriters, acting reasonably, in form and substance satisfactory to in Paragraphs 5(b)the Underwriters, 5(cacting reasonably, with respect to: (i) and 5(e); that the transfer constating documents of the Shares from Sellers and Other Shares to Purchaser will be exempt from Corporation; (ii) the registration provisions resolutions of the Act and will not violate the registration provisions of Section 5 directors of the Securities Act; when paid for in accordance with Corporation relevant to the terms Offering Documents, the sale of the respective option agreementsOffered Securities, the shares issuable upon exercise grant of options held by Sellers, the Over-Allotment Option and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing authorization of this Agreement and the purchase Warrant Indenture and the transactions contemplated herein and therein; and (iii) the incumbency and signatures of signing officers for the several Other Shares by Purchaser.Corporation; (d) the Underwriters receiving certificates of status and/or compliance, where issuable under Applicable Law, for the Corporation and the Subsidiaries, each dated within one Business Day prior to the Closing Date; (e) The purchase of the several Other Shares by PurchaserUnderwriters receiving an auditors “bring down” comfort letter dated the Closing Date from the Former Auditors, shall take place simultaneously with in form and substance satisfactory to the closing of this Agreement.Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (f) In the case Underwriters receiving an auditors “bring down” comfort letter dated the Closing Date from the Corporation’s Auditors, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 5(1)(c) hereof; (g) the Underwriters receiving a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of Purchaserthe Corporation as may be acceptable to the Underwriters, Sellers shall have performed certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that: (i) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby; (ii) the Corporation has complied in all material respects with all the covenants and satisfied in all material respects all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing DateTime; (iii) no order, ruling or determination having the representations effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Securities or any other securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and warranties is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of Sellers contained in this Agreement such officers, contemplated or threatened by any regulatory authority; and (iv) the Prospectus Supplement is true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true correct in all material respects at and contains no misrepresentation, constitute full, true and plain disclosure of all material facts relating to the Offered Securities and to the Corporation and its Subsidiaries considered as a whole and do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the Closing Date circumstances in which they were made, not misleading; (h) the Underwriters receiving the executed lock-up agreements, in favour of the Underwriters, from each director and officer of the Corporation in a form satisfactory to the Underwriters as if made at and as required pursuant to Section 9(1)(c) of such time and Purchaser shall have received this Agreement; (i) the Underwriters receiving a certificate signed by Sellers from Computershare Trust Company of Canada as to the foregoing effect.number of Common Shares issued and outstanding as at the end of Business Day on the date prior to the Closing Date; (gj) In no order, ruling or determination having the case effect of Sellersceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or any of the Corporation’s issued securities being issued and no proceeding for such purpose being pending or, Purchase shall have performed in all material respects to the knowledge of the Corporation, threatened by any securities regulatory authority or the TSX; (k) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Unit Shares, Warrant Shares, Over-Allotment Shares and Over-Allotment Warrant Shares on the TSX, subject only to satisfaction by the Corporation of standard listing conditions; (l) the Corporation complying with all of its covenants and obligations hereunder under this Agreement required to be performed by it satisfied at or prior to the Closing DateTime; (m) the Underwriters not having exercised any rights of termination set forth herein; and (n) the Underwriters having received such further certificates, opinions of counsel and other documentation from the representations and warranties of Purchaser contained in this Agreement and in Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall request any such certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of document within a reasonable period prior to the Closing Date as if made at Time that is sufficient for the Corporation to obtain and as of deliver such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectcertificate, opinion or document.

Conditions of Closing. No party hereto shall be required to consummate any The purchase and sale of the transactions described herein unless at Closing,Purchased Assets is subject to the usual conditions of closing in an asset purchase transaction, all of which will be included in the Purchase Agreement and including, without limitation, the following: (a) The waiting period under all of the HSR Act shall covenants of the parties will have expired or been terminated.performed; (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality all of the transactions described herein representations and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation warranties of the transactions, contemplated hereby.parties will be true and correct at the time they were given and as at the Closing Date; (c) the Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., will be satisfied in its sole discretion as to the matters referred results of its due diligence investigation with respect to in Paragraphs 5(b), 5(cthe Purchased Assets; (d) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, satisfied that it is obtaining title to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser Purchased Assets free and clear of all liens, encumbrances or restrictions of any kind mortgages, charges, security interests, pledges, encumbrances, restrictions, claims and demands whatsoever, except with regard for any permitted encumbrances to restrictions upon transfer as imposed under be set out in the Securities Act.Purchase Agreement; (de) The Shareholders' Agreementall consents and approvals to the sale and purchase of the Purchased Assets, substantially in as reasonably determined by the form annexed hereto parties, will have been obtained; (f) except as Exhibit 1Cdisclosed by either party, shall no action or proceeding will be executed and delivered by Purchaser and Sellerspending or threatened to enjoin, simultaneously with the closing of this Agreement and restrict or affect the purchase of the several Other Shares by Purchaser.Purchased Assets; (eg) The purchase no substantial damage or material adverse change to Purchased Assets will have occurred from the date of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior Purchase Agreement to the Closing Date; (h) the Vendor will have complied with any applicable bulk legislation in respect of the sale of the Purchased Assets to the Purchaser; (i) any and all regulatory approvals have been obtained and including, without limitation, the representations and warranties approval of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as NYSE Amex for the issuance of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed Shares by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.Vendor; (j) the transaction shall have been approved by the vote of two-thirds of the Vendor's shareholders; (k) the Purchaser shall simultaneously close its acquisition of the remaining 99% interest in the STMV; and

Conditions of Closing. No party hereto shall be required to consummate any 9.1 The obligations of the transactions described herein unless at Closing,Agents to perform their obligations set out in Section 8 on Closing will be conditional upon the following: (a) The waiting period under the HSR Act shall have expired Issuer will be a “reporting issuer” in British Columbia and Alberta, the Issuer’s common shares will be listed and posted for trading on the Exchange and the Issuer will not be in default of any of the requirements of applicable Securities Laws or been terminated.any of the administrative policies or notices of the Exchange; (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or the Issuer will have delivered to the Agents and their legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as counsel a whole or which questions the validity or legality favourable opinion of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation Issuer’s legal counsel dated as of the transactionsClosing Date, contemplated hereby.in such form as is acceptable to the Agents and their legal counsel as to all legal matters reasonably requested by the Agents relating to the Issuer and the creation, issuance and sale of the Securities; (c) Purchaser shall the Issuer will have received an delivered to the Agents and their counsel a favourable opinion from of the Issuer’s legal counsel dated as of the Closing Date, in such form as is acceptable to Company, Nason, Yeager, Gerson, White the Agents and Xxxxx, P.A., their counsel (i) with respect to the due incorporation and existence of the Material Subsidiary under the laws of the jurisdiction of its incorporation; (ii) as to the matters referred to in Paragraphs 5(b), 5(cregistered holder of the issued and outstanding shares of the Material Subsidiary; (iii) and 5(e); that the transfer Material Subsidiary has requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties; and (iv) as to the title and ownership of the Shares from Sellers Guitarra Project; (d) the Issuer will have delivered to the Agents and Other Shares to Purchaser will be exempt from the registration provisions their legal counsel a certificate of the Act Issuer, dated as of such date requested by the Agents and will not violate signed by the registration provisions of Section 5 chief executive officer and the chief financial officer of the Securities Act; when paid for in accordance with Issuer or by such other officers approved by the terms Agents, certifying certain facts specified by the Agents and to the effect that: (i) the constating documents of the respective option agreementsIssuer attached to said certificate are full, the shares issuable upon exercise of options held by Sellerstrue and correct copies, unamended, and in effect on the Other Shares will be duly issueddate thereof; and (ii) the text of resolutions of the directors of the Issuer relating to the Private Placement and attached to said certificate are full, fully paid true and non-assessablecorrect copies thereof and have not been modified or rescinded as of the date thereof; and the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser.Securities; (e) The purchase the Issuer will have delivered to the Agents and their legal counsel an incumbency certificate dated the Closing Date including specimen signatures of the several Other Shares by Purchaserchief executive officer, shall take place simultaneously with the closing chief financial officer and any other officer of the Issuer signing this Agreement.Agreement or any document delivered hereunder; (f) In the case listing on the Exchange of Purchaserthe Shares, Sellers shall the Warrant Shares and the Broker Warrant Shares; (g) the Agents will have performed in all material respects all completed its due diligence review of their obligations hereunder required to be performed by them at or prior the Issuer and the results will have been satisfactory to the Closing DateAgents, in its sole discretion; (h) the representations Issuer will have delivered to the Agents and warranties their legal counsel such other certificates, comfort letters or opinions of Sellers its auditors or other experts as the Agents or their legal counsel may reasonably request; and (i) each representation and warranty of the Issuer which is contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall continues to be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have Issuer has performed in all material respects or complied with all of its covenants, agreements and obligations hereunder required under this Agreement to be performed by it at or prior complied with. 9.2 The Closing and the obligations of the Issuer and the Agents to complete the Closing Dateissue and sale of the Securities are subject to: (a) receipt of all required regulatory approvals for or acceptance of the Exchange for the issuance of the Securities and the listing on the Exchange of the Shares, the representations Warrant Shares and warranties the Broker Warrant Shares; and (b) the removal or revocation in full of Purchaser contained in this Agreement and in any certificate cease trading order or other writing delivered trading suspension made by Purchaser pursuant hereto shall be true in all material respects at and as any competent authority regarding the securities of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectIssuer.

Conditions of Closing. No party hereto The obligations of the Agents under this Agreement shall be required conditional upon the satisfaction or waiver of each of the following conditions prior to consummate the Closing, it being understood that the Agents may waive, in whole or in part, or extend the time for compliance with, any of such conditions without prejudice to the transactions described herein unless at Closing,rights of the Agents in respect of any such conditions or any other or subsequent breach or non-compliance, provided that to be binding, any such waiver or extension must be in writing: (1) the Agents receiving a legal opinion from Xxxxxxx Xxxxx LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Agents as to the qualification of the Offered Shares for sale to the public in Canada and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), in form and substance acceptable to the Agents and their counsel, acting reasonably, substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) The waiting period the Corporation is incorporated and exists under the HSR Canada Business Corporations Act shall have expired or been terminated.and has all requisite corporate power and capacity to carry on its business as currently conducted and to own and lease properties and assets; (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect as to the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company authorized and its subsidiaries taken as a whole or which questions the validity or legality issued capital of the transactions described herein and no provision of any applicable law or regulation and no judgmentCorporation, injunction, order or decree shall prohibit prior to the consummation issue of the transactions, contemplated hereby.Offered Shares; (c) Purchaser shall have received an opinion from counsel the Corporation has all necessary corporate power, capacity and authority to Company(i) execute, Nasondeliver and perform its obligations under this Agreement, Yeager, Gerson, White the Subscription Agreements and Xxxxx, P.A.the Agents’ Warrant Certificates, as applicable, (ii) create, issue and sell the Offered Shares, and (iii) issue the Corporate Finance Shares and the Agents’ Warrants; (d) all necessary corporate action has been taken by the Corporation to authorize the matters referred to in Paragraphs 5(b)execution and delivery of this Agreement, 5(c) the Subscription Agreements and 5(e); that the transfer Agents’ Warrant Certificates, as applicable, and the performance of its obligations thereunder, each of this Agreement the Subscription Agreements and the Agents’ Warrant Certificates have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Shares from Sellers Corporation enforceable against it in accordance with their terms, subject to bankruptcy, insolvency and Other Shares other laws affecting the rights of creditors generally and subject to Purchaser will other standard assumptions and qualifications, including the qualifications that equitable remedies may be exempt from granted in the registration provisions discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement, the Subscription Agreements and the Agents’ Warrant Certificates may be limited by Applicable Law; (e) the execution and delivery of this Agreement, the Subscription Agreements and the Agents’ Warrant Certificates, the fulfilment of the Act terms of this Agreement, the Subscription Agreements and the Agents’ Warrant Certificates by the Corporation, and the (i) issuance, sale and delivery of the Offered Shares, and (ii) issuance and delivery of the Corporate Finance Shares and the Agents’ Warrants, do not and will not violate result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the registration provisions of Section 5 articles and by-laws of the Corporation, any resolutions of the shareholders or directors of the Corporation, the Canada Business Corporations Act or any applicable Canadian Securities Act; when Laws; (f) the Offered Shares have been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (g) the Corporate Finance Shares have been validly issued as fully paid and non-assessable shares in the capital of the Corporation; (h) the Agents’ Warrants have been validly created and issued by the Corporation; (i) the Penalty Shares have been duly and validly authorized, allotted and reserved for issuance, and, if issued, upon issuance as liquidated damages, the Penalty Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (j) the Agents’ Warrant Shares have been duly and validly authorized, allotted and reserved for issuance, and upon due exercise of the Agents’ Warrants in accordance with their terms, the Agents’ Warrant Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (k) the offering, sale and issuance of the Offered Shares through the Agents to the Subscribers resident in the Selling Jurisdictions in Canada and the issuance and delivery of the Corporate Finance Shares and the Agents’ Warrants to the Agents in accordance with the terms of this Agreement are each exempt from the respective option agreementsprospectus requirements of Canadian Securities Laws; (l) no prospectus is required nor are any other documents, proceedings or approvals, permits, consents or authorizations of regulatory authorities required to be filed, taken or obtained prior to the shares issuable upon exercise Closing (other than those which have been filed, taken or obtained) under Canadian Securities Laws to permit the issuance by the Corporation of options held by Sellersthe Offered Shares or the Penalty Shares; provided that, with respect to the Penalty Shares, all representations and warranties of the Other Shares Subscribers contained in the Subscription Agreements will continue to be duly issued, fully paid true and non-assessable; correct as at the date of issuance of the shares issuable upon Penalty Shares; (m) no prospectus is required nor are any other documents, proceedings or approvals, permits, consents or authorizations of regulatory authorities required to be filed, taken or obtained prior to the Closing (other than those which have been filed, taken or obtained) under Canadian Securities Laws to permit the issuance by the Corporation of the Agents’ Warrant Shares on the exercise of options held by Sellersthe Agents’ Warrants in accordance with their terms; (n) the first trade in the Offered Shares, Penalty Shares, Corporate Finance Shares and the Other Agents’ Warrant Shares will be exempt from the registration provisions prospectus requirements of applicable Canadian Securities Laws and no prospectus, offering memorandum or other document will be required to be filed, no proceeding required to be taken and no approval, permit, consent or authorization of regulatory authorities required to be obtained by the Corporation under Applicable Securities Laws to permit such trade through registrants registered under Applicable Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade, among other requirements; (i) the Corporation is and has been a “reporting issuer” (within the meaning of Canadian Securities Laws) in a jurisdiction of Canada for the four months immediately preceding the trade; (ii) the trade is not a “control distribution” (as defined in NI 45-102); (iii) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the Act and will not violate the registration provisions of Section 5 trade; (iv) no extraordinary commission or consideration is paid to a person or company in respect of the Securities Acttrade; and, upon payment (v) if the selling security holder is an insider or officer of the purchase price thereforCorporation, the selling securityholder has no reasonable grounds to believe that the Corporation is in default of “securities legislation” (as defined in National Instrument 14-101 – Definitions and Interpretation); (o) Odyssey Trust Company, at its principal office in Vancouver, British Columbia, has been duly appointed as registrar and transfer agent for the Class A Shares; and (p) the form of Agents’ Warrant Certificate has been duly approved and adopted by the board of directors of the Corporation and complies in all material respects with the constating documents of the Corporation; (2) the Agents receiving a legal opinion from Osler, Xxxxxx & Harcourt LLP (“Osler”), in the same form as the opinion dated July 24, 2020 delivered by Osler to the Corporation; (3) the Agents receiving legal opinions from counsel to each Subsidiary (who may rely, to the knowledge extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials related to each Subsidiary), in form and substance acceptable to the Agents and their counsel, acting reasonably, substantially to the Shares effect set forth below, subject to customary assumptions, qualifications and Other Shares will be owned by Purchaser free limitations: (a) such Subsidiaries having been incorporated and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed existing under the Securities Act.Applicable Law of their respective jurisdictions of incorporation; (b) such Subsidiaries having the corporate capacity and power to own and lease their properties and assets and to conduct their business as currently being conducted; (c) as to the authorized and issued share capital of such Subsidiaries and to the ownership thereof; and (d) The Shareholders' such Subsidiaries being current with all corporate filings required to be made under their respective jurisdictions of incorporation and all other jurisdictions in which they exist or carry on any material business, and have all necessary licences, leases, permits, authorizations and other approvals necessary to permit them to conduct their respective business as currently conducted; (4) if any sales of Offered Shares are made to, or for the account or benefit of, persons in the United States or U.S. Persons, the Agents receiving an opinion of Jenner & Block LLP, addressed to the Agents, in form and substance reasonably satisfactory to the Agents and their counsel, acting reasonably, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer, sale and delivery of the Offered Shares to, or for the account or benefit of, persons in the United States and U.S. Persons; (5) the Agents receiving certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Agents, acting reasonably, in form and substance satisfactory to the Agents, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the sale of the Offered Shares, the issuance and delivery of the Corporate Finance Shares and the Agents’ Warrants, and the authorization of the Offering Documents and the transactions contemplated herein and therein; and (c) the incumbency and signatures of signing officers for the Corporation; (6) the Agents having received a certificate dated the Closing Date of each Subsidiary, signed by an appropriate officer of such Subsidiary and addressed to the Agents and Agents’ counsel, in form and substance satisfactory to the Agents, acting reasonably, certifying for and on behalf of such Subsidiary and not in their personal capacity, to the actual knowledge of the person signing such certificate, after having made due and relevant inquiry, as to: (i) the corporate good standing, and (ii) the authorized capital and ownership, of such Subsidiary; (7) the Agents receiving certificates of status and/or compliance, where issuable under Applicable Law, for the Corporation and the Subsidiaries, each dated within three Business Days prior to the Closing Date; (8) the Agents receiving a certificate, dated as of the Closing Date, signed by two senior officers of the Corporation as may be acceptable to the Agents, acting reasonably, certifying for and on behalf of the Corporation (without personal liability), to the best of their knowledge, information and belief, after due inquiry, that: (a) the representations and warranties of the Corporation contained in this Agreement, substantially and in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase any certificates of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously Corporation delivered pursuant to or in connection with the closing of this Agreement. , are true and correct in all material respects (f) In or, in the case of Purchaserany representation or warranty containing a materiality qualification, Sellers in all respects) as of the Closing Time, as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby; (b) the Corporation has complied in all material respects (except where already qualified by a materiality qualification, in which case the Corporation shall have performed complied in all respects) with all the covenants and satisfied in all material respects all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing DateTime; and (c) since the date of this Agreement (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Business, affairs, operations, Business Assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation or any Subsidiary which is material to the Corporation on a consolidated basis; (9) the Agents receiving fully executed Agents’ Warrant Certificates; (10) the Subscription Agreements having been executed, endorsed or authenticated, as applicable, and delivered by the parties thereto in form and substance satisfactory to the Corporation and the Agents, acting reasonably; (11) the Corporation having delivered, or caused to be delivered, the representations Offered Shares and warranties the Corporate Finance Shares in accordance with Section 9; (12) the Agents receiving a certificate from Odyssey Trust Company as to the number of Sellers contained in this Agreement Class A Shares issued and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects outstanding as at and as the end of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers Business Day on the date prior to the foregoing effect.Closing Date; (g13) In the case of Sellers, Purchase shall have performed in all material respects Corporation complying with all of its covenants and obligations hereunder under this Agreement required to be performed by it satisfied at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true Time in all material respects at and as of (except where already qualified by a materiality qualification, in which case the Closing Date as if made at and as of such time and Sellers Corporation shall have received a certificate signed by an officer complied in all respects); and (14) the Agents not having exercised any rights of Purchaser to the foregoing effecttermination set forth herein.

Conditions of Closing. No party hereto The Underwriters’ obligation to purchase the Offered Units pursuant to this Agreement (including the obligation to complete the purchase of the Units and the Over-Allotment Units, as the case may be) shall be required subject to consummate any the following conditions having been met at the Closing Time: (1) the Underwriters receiving favourable legal opinions from Stikeman Elliott LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the transactions described herein unless at Closing,Offered Units for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Corporation), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) The waiting period the Corporation is a corporation validly incorporated and existing under the HSR Business Corporations Act shall have expired or been terminated.(British Columbia) and has all requisite corporate power and capacity to carry on business, to own and lease properties and assets; (b) No suitthe Corporation has all necessary corporate power and authority to (i) execute, actiondeliver and perform its obligations under this Agreement, investigationthe Warrant Indenture and the Warrant Certificates, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect as applicable, (ii) to create, issue and sell the financial conditionsOffered Units, assets(iii) to issue the Broker Warrants, liabilities and (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions iv) to grant the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Over-Allotment Option; (c) Purchaser shall have received an opinion from counsel the authorized and issued capital of the Corporation; (d) all necessary corporate action has been taken by the Corporation to Companyauthorize the execution and delivery of this Agreement, Nason, Yeager, Gerson, White the Warrant Indenture and Xxxxx, P.A.the Broker Warrant Certificates, as to applicable, and the matters referred to in Paragraphs 5(b)performance of its obligations under the Agreement, 5(c) the Warrant Indenture and 5(e); that the transfer Broker Warrant Certificates and Agreement, the Warrant Indenture and the Broker Warrant Certificates have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Shares from Sellers Corporation enforceable against it in accordance with their terms, subject to bankruptcy, insolvency and Other Shares other laws affecting the rights of creditors generally and subject to Purchaser will such other standard assumptions and qualifications including the qualifications that equitable remedies may be exempt from granted in the registration provisions discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement, the Warrant Indenture and the Broker Warrant Certificates may be limited by applicable law; (e) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the Act terms of this Agreement, the Warrant Indenture and the Broker Warrant Certificates by the Corporation and the issuance, sale and delivery of the Offered Units, the issuance and delivery of the Broker Warrants, the grant of the Over-Allotment Option, do not and will not violate result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the registration provisions of Section 5 articles and by-laws of the Corporation, any resolutions of the shareholders or directors of the Corporation, or any applicable corporate law or Securities Act; when paid for in accordance Laws; (f) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the terms of Securities Commissions in the respective option agreements, Qualifying Jurisdictions; (g) the shares issuable upon exercise of options held by Sellers, and the Other Unit Shares will be duly issued, have been validly issued as fully paid and non-assessable; assessable shares in the issuance capital of the shares issuable Corporation; (h) the Unit Warrants have been validly created and issued as warrants of the Corporation; (i) the Over-Allotment Warrants have been validly created and reserved for issuance and will, upon exercise of options held the Over-Allotment Option and payment of the consideration therefor, be issued as warrants of the Corporation; (j) the Over-Allotment Shares have been duly and validly authorized, allotted and reserved for issuance and upon exercise of the Over-Allotment Option and payment of the consideration therefor, the Over-Allotment Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (k) the Broker Warrants have been validly created and issued as warrants of the Corporation; (l) the Warrant Shares, Over-Allotment Warrant Shares, Broker Unit Shares and the Broker Shares have been duly and validly authorized, allotted and reserved for issuance, and upon due exercise of the Unit Warrants, Over-Allotment Warrants, Broker Warrants or Broker Unit Warrants, as applicable, in accordance with their respective terms, the Warrant Shares, Over-Allotment Warrant Shares, Broker Unit Shares and the Broker Shares will be validly issued as fully paid and non- assessable shares in the capital of the Corporation; (m) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to qualify the distribution to the public of the Offered Units in the Qualifying Jurisdictions by Sellersor through persons who are duly registered under the applicable Canadian Securities Laws and who have complied with the relevant provisions of such applicable Canadian Securities Laws and to qualify the grant of the Over-Allotment Option; (n) subject to the qualifications and assumptions set out therein, the statements set forth in the Preliminary Prospectus and the Final Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations”, insofar as they purport to describe the provisions of the laws referred to therein, are fair summaries of the matters discussed therein; (o) subject only to the standard listing conditions, the Unit Shares, the Over- Allotment Shares, the Warrant Shares, the Over-Allotment Warrant Shares, Broker Unit Shares and the Broker Shares have been conditionally listed or approved for listing on the CSE; and (p) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Closing Time; in form and substance acceptable to the Underwriters and their counsel, acting reasonably. (2) the Underwriters receiving favourable legal opinions from counsel to each Subsidiary in form and substance acceptable to the Underwriters and their counsel, acting reasonably, substantially to the effect set out below: (a) the Subsidiary having been incorporated and existing under applicable law of its jurisdiction of origin; (b) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (c) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (3) if any of the Offered Units are offered or sold in the United States, the Underwriters shall have received at the Closing Time a customary and favourable legal opinion dated the Closing Date in form and substance reasonably satisfactory to the Underwriters to the effect that no registration is required under the U.S. Securities Act in connection with the offer and sale of such Offered Units under Rule 144A, provided, in each case, that such offer, sale and delivery of Offered Units in the United States is made in compliance with this Agreement and the terms set out in Schedule “C” hereto and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Units. In providing the foregoing opinion, such counsel may rely upon the covenants, representation and warranties of the Corporation and the Underwriters set forth in this Agreement and Schedule “C” hereto, and upon the covenants, representation and warranties of any purchasers in the United States; (4) the Underwriters having received certificates dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Underwriters, acting reasonably, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to: (a) the constating documents of the Corporation; (b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Units, the issuance and delivery of the Broker Warrants, the grant of the Over-Allotment Option, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing authorization of this Agreement and the purchase Warrant Indenture and the transactions contemplated herein and therein; and (c) the incumbency and signatures of signing officers for the Corporation; (5) the Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and the Subsidiaries, each dated within one Business Day prior to the Closing Date; (6) the Underwriters receiving an auditors “bring down” comfort letter dated the Closing Date from MNP LLP, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4(1)(d) hereof; (7) the Underwriters receiving a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the several Other Shares by Purchaser.Corporation as may be acceptable to the Underwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that: (ea) The purchase the representations and warranties of the several Other Shares by Purchaser, shall take place simultaneously with the closing of Corporation contained in this Agreement., and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby; (fb) In the case of Purchaser, Sellers shall have performed Corporation has complied in all material respects with all the covenants and satisfied in all material respects all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing DateTime; (c) no order, ruling or determination having the representations effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Units or any other securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and warranties is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of Sellers such officers, contemplated or threatened by any regulatory authority; (d) since the respective dates as of which information is given in the Final Prospectus (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation or any Subsidiary which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; and (e) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in this Agreement and the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any certificate material respect or other writing delivered by Sellers pursuant hereto shall be true which would result in all material respects at a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Canadian Securities Laws; (8) the Underwriters receiving the Broker Warrant Certificates; (9) the Underwriters receiving the executed lock-up agreements from each director and as executive officer of the Closing Date Corporation (other than as if made at and contemplated by Section 8(3)) in favour of the Underwriters in a form satisfactory to the Underwriters as required pursuant to Section 8(3) of such time and Purchaser shall have received this Agreement; (10) the Underwriters receiving a certificate signed by Sellers from TSX Trust Company as to the foregoing effect.number of Common Shares issued and outstanding as at the end of business day on the date prior to the Closing Date; (g11) In no order, ruling or determination having the case effect of Sellersceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Units or any of the Corporation’s issued securities being issued and no proceeding for such purpose being pending or, Purchase shall have performed in all material respects to the knowledge of the Corporation, threatened by any securities regulatory authority or the CSE; (12) the Corporation having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares, Broker Unit Shares and Broker Shares on the CSE, subject only to satisfaction by the Corporation of standard listing conditions; (13) the Corporation complying with all of its covenants and obligations hereunder under this Agreement required to be performed by it satisfied at or prior to the Closing DateTime; (14) the Underwriters not having exercised any rights of termination set forth herein; and (15) the Underwriters having received such further certificates, opinions of counsel and other documentation from the representations and warranties of Purchaser contained in this Agreement and in Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall request any such certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of document within a reasonable period prior to the Closing Date as if made at Time that is sufficient for the Corporation to obtain and as of deliver such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectcertificate, opinion or document.

Conditions of Closing. No party hereto shall be required to consummate any 9.1 The obligation of the transactions described herein unless at Closing,Underwriters to purchase the Underwritten Shares will be subject to the following: (a) The waiting period the Underwriters having received at the Closing Time a legal opinion addressed to the Underwriters and their counsel dated and delivered the Closing Date from the Corporation’s Canadian Counsel, Xxxxxx Xxxx Canada LLP, and from local counsel (in respect of matters governed by laws of the Qualifying Jurisdictions where the Corporation’s Canadian counsel is not qualified to practice law), in each case in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature: (i) the Corporation is a “reporting issuer”, or its equivalent, in each of the provinces of British Columbia, Alberta and Ontario and it is not listed as in default of any requirement of the Applicable Securities Laws in any of the provinces which maintain such a list; (ii) the Corporation is a corporation validly existing under the HSR Act shall have expired or been terminated.laws of the Province of Ontario and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its property and assets; (biii) No suitthe authorized and issued and outstanding capital of the Corporation; (iv) the rights, actionprivileges, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall restrictions and conditions attaching to the Securities are accurately summarized in all material respects in the Prospectus; (v) the Underwritten Shares have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company duly and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.validly authorized; (cvi) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreementsupon full payment therefor, the shares issuable upon exercise of options held by Sellers, and the Other Underwritten Shares will be duly issued, have been validly issued as fully paid and non-assessableassessable shares in the capital of the Corporation; (vii) the form and terms of the definitive certificate representing the Common Shares and the Broker Warrants have been approved by the directors of the Corporation and comply in all material respects with the Business Corporations Act (Ontario) the articles and by-laws of the Corporation and the rules of the TSXV and the NYSE; (viii) the Corporation has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and perform its obligations under this Agreement; and (ii) to issue and sell the Underwritten Shares; (ix) the issuance of the shares issuable Common Shares underlying the Broker Warrants to the Underwriters upon the due exercise of options held by Sellers, the Broker Warrants in accordance with their terms and the Other Shares will be conditions is exempt from the registration provisions prospectus requirements under Applicable Securities Laws; (x) the first trade in, or resale of the Act and will not violate Common Shares issuable upon the registration provisions of Section 5 exercise of the Broker Warrants is not subject to the prospectus requirements of the Applicable Securities Act; Laws; (xi) all necessary corporate action has been taken by the Corporation to authorize and reserve for issuance the Common Shares underlying the Broker Warrants and, upon due exercise of the Broker Warrants and payment of the purchase exercise price therefor, to the knowledge of counseltherefor in accordance with its terms, the Common Shares and Other Shares underlying the Broker Warrants will be owned validly issued as fully-paid and non-assessable Common Shares; (xii) the Corporation has all necessary corporate power and capacity: (A) to execute and deliver this Agreement and the Broker Warrant certificates, and perform its obligations under this Agreement and the Broker Warrant certificates, and (B) to issue and sell the Underwritten Shares; (xiii) all necessary corporate action has been taken by Purchaser free the Corporation to authorize the execution and clear delivery of all lienseach of the Preliminary Prospectus, encumbrances or restrictions of the Prospectus Amendment, the Final Prospectus and, if applicable, any kind whatsoever, except Supplementary Material and the filing thereof with regard to restrictions upon transfer as imposed under the Securities Act.Commissions and to authorize the delivery of the U.S. Private Placement Memorandum; (dxiv) The Shareholders' Agreement, substantially in all necessary corporate action has been taken by the form annexed hereto as Exhibit 1C, shall be executed Corporation to authorize the execution and delivered by Purchaser and Sellers, simultaneously with the closing delivery of this Agreement and the purchase Broker Warrant certificates, this Agreement and the Broker Warrant certificates have been duly executed and delivered by the Corporation and this Agreement and the Broker Warrant certificates each constitute a legal, valid and binding obligation of the several Other Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable laws; (xv) the execution and delivery of this Agreement and the Broker Warrant certificates, the fulfillment of the terms hereof by the Corporation and the offering, issuance, sale and delivery of the Underwritten Shares do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the articles or by-laws of the Corporation, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation or any applicable laws; (xvi) the Transfer Agent is the duly appointed registrar and transfer agent for the Common Shares; (xvii) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained and all necessary requirements of Applicable Securities Law have been fulfilled to qualify the distribution of the Over-Allotment Option and the Underwritten Shares in each of the Qualifying Jurisdictions through persons who are registered under Applicable Securities Laws and who have complied with the relevant provisions of such applicable laws; (xviii) subject only to standard listing conditions, the Underwritten Shares and the Common Shares underlying the Broker Warrants, if and when issued, have been conditionally listed or approved for listing on the TSXV; (xix) the Underwritten Shares and the Common Shares underlying the Broker Warrants, if and when issued, have been listed on the NYSE, subject only to official notice of issuance on the NYSE; (xx) as to the accuracy of the statements in the Prospectus under the heading “Eligibility For Investment”; (xxi) no consent, approval, authorization, order, registration or qualification of, or filing, registration or recording with, any court, regulatory body or government agency or body under the laws of Ontario and the federal laws of Canada is required for the consummation by Purchaser.the Corporation of the transactions contemplated by this Agreement, except for those which may be required and have been obtained under the Applicable Securities Laws of Ontario; and (xxii) as to all other legal matters reasonably requested by counsel to the Underwriters at least forty-eight (48) hours prior to the Closing Time. In connection with such opinion, counsel to the Corporation may rely on the opinions of local counsel in the Qualifying Jurisdictions acceptable to counsel to the Underwriters, acting reasonably, as to the qualification for distribution of the Underwritten Shares or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which they are qualified to practise and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (b) if any Underwritten Shares and Additional Shares, if applicable, are offered by the Underwriters through their U.S. Affiliates or a Selling Firm in transactions requiring an exemption from the registration requirements under the U.S. Securities Act, the Underwriters shall receive at the Closing Time a legal opinion addressed to the Underwriters and their counsel dated and delivered the Closing Date from the Corporation’s U.S. counsel, Xxxxxx & Whitney LLP, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, to the effect that registration of the Underwritten Shares and the Additional Shares, if applicable, under the U.S. Securities Act is not required for the offer and sale of the Underwritten Shares and the Additional Shares, if applicable, in the United States in the manner contemplated by this Agreement; (c) the Underwriters having received at the Closing Time favourable legal opinions addressed to the Underwriters and their counsel dated and delivered the Closing Date from foreign counsel in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, with respect to the Material Subsidiary relating to: (i) the due incorporation and good standing under the laws of the applicable jurisdiction and qualification to carry on business in such jurisdictions where the Material Subsidiary carries on business; (ii) the issued and outstanding share capital; (iii) the ownership of the issued and outstanding shares; and (iv) such other matters as the Underwriters may require, acting reasonably; (d) the Underwriters having received at the Closing Time a favourable legal opinion addressed to the Underwriters and their counsel dated and delivered the Closing Date from DRC counsel in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the title of the Ngayu Project and the North Kivu Project as well as the Corporation’s ability to conduct the activities it is presently and anticipated to be conducting in respect thereof; (e) The purchase the Underwriters having received a certificate dated the Closing Date signed by the President and Chief Executive Officer and the Chief Financial Officer of the several Other Corporation or any other senior officers of the Corporation, on behalf of the Corporation and not in his personal capacity, as may be acceptable to the Underwriters, acting reasonably, with respect to: (i) the articles and by-laws of the Corporation; (ii) the resolutions of the Corporation’s board of directors relevant to the issue and sale of the Underwritten Shares to be issued and sold by Purchaser, shall take place simultaneously with the closing Corporation and the authorization of this Agreement.the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (f) In the case Corporation causing the Auditors to deliver to the Underwriters a comfort letter, dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two (2) Business Days prior to the Closing Date the information contained in the comfort letter referred to in Subsection 4.1(ii) hereof; (g) the Corporation having delivered to the Underwriters, at the Closing Time, certificates dated the Closing Date addressed to the Underwriters and signed by the President and Chief Executive Officer of Purchaserthe Corporation and the Chief Financial Officer of the Corporation, Sellers shall have performed or such other senior officer(s) of the Corporation as may be acceptable to the Underwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries: (i) the Corporation having complied in all material respects with all the covenants and satisfied all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing Date, Time; (ii) the representations and warranties of Sellers the Corporation contained in this Agreement herein being true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true correct in all material respects as at and as of the Closing Date Time, with the same force and effect as if made at on and as at the Closing Time after giving effect to the transactions contemplated hereby; (iii) receipts having been issued by the Securities Commission in the Qualifying Jurisdictions for the Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares to be issued and sold by the Corporation has been issued and no proceedings for such time purpose have been instituted or are pending or, contemplated or threatened; and (iv) since the respective dates as of which information is given in the Prospectus (A) there having been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, and Purchaser (B) no transaction having been entered into by any of the Corporation or its Material Subsidiary which could reasonably be expected to have a Material Adverse Effect, other than as disclosed in the Prospectus; and (h) the Underwriters shall have received copies of correspondence indicating that the Corporation has obtained all necessary approvals for the Underwritten Shares issuable by the Corporation to be (i) conditionally listed on the TSXV, subject only to the standard listing conditions, and (ii) listed on the NYSE, subject only to official notice of issuance on the NYSE; (i) the Underwriters shall have received duly executed original Broker Warrant certificates in form and substance satisfactory to the Underwriters, acting reasonably; (j) the Underwriters shall have received a certificate signed by Sellers from the Transfer Agent as to the foregoing effect. (g) In number of Common Shares issued and outstanding as at the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or date immediately prior to the Closing Date, ; and (k) the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers Underwriters shall have received a certificate signed of status or the equivalent in respect of the Corporation and its subsidiaries issued by an officer of Purchaser to the foregoing effectappropriate regulatory authority in the jurisdiction in which such entity is incorporated.

Conditions of Closing. No party hereto The Underwriters' obligation to purchase any Initial Units at the Closing Time shall be required to consummate any conditional upon the fulfilment at or before the Closing Time of the transactions described herein unless at Closing,following conditions: (a) The waiting period under the HSR Act Underwriters shall have expired received at the Closing Time a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, or been terminated.such other officers of the Company as the Underwriters may agree, certifying for and on behalf of the Company that: (bi) No suitno order, action, investigation, inquiry ruling or other proceeding determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) has been issued by any governmental body or any other person or legal or administrative proceeding shall Governmental Entity and is continuing in effect and no proceedings for that purpose have been instituted or are pending or are contemplated or threatened which may materially adversely affect by any Governmental Entity; (ii) to the knowledge of such officers, after due enquiry, there has been no adverse material change (actual, proposed or prospective, whether financial conditionsor otherwise) in the condition (financial or otherwise), properties, assets, liabilities (absolute, accrued, contingent or otherwise), reservesobligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Company and its subsidiaries taken as subsidiaries, on a whole or which questions consolidated basis, since the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.date hereof; (ciii) Purchaser shall have received an opinion from counsel the Prospectus (except the Underwriters Information) complies with Canadian Securities Laws, does not contain a misrepresentation and contains full, true and plain disclosure of all material facts relating to the Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreementsOffering, the shares issuable upon exercise of options held by SellersOffered Securities, the Over-Allotment Option and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held Broker Securities as required by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Canadian Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.Laws; (div) The Shareholders' Agreementthe Company has duly complied with all the terms, substantially in the form annexed hereto as Exhibit 1C, shall be executed covenants and delivered by Purchaser and Sellers, simultaneously with the closing conditions of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required on its part to be performed by them at or prior complied with up to the Closing Date, Time; and (v) the representations and warranties of Sellers the Company contained in this Agreement are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true correct in all material respects at and as of the Closing Date Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they were true and correct as of that date; (b) the Underwriters shall have received at the Closing Time a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such time other officers of the Company as the Underwriters may agree, addressed to the Underwriters with respect to the notice of articles and Purchaser articles of the Company, all resolutions of the Company's board of directors and, as applicable, shareholders relating to the Transaction Documents and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request; (c) the Company shall have made and/or obtained all necessary filings, approvals, permits, consents and authorizations to or from, as the case may be, the board of directors and shareholders of the Company, the Securities Regulators, the TSXV, and any other applicable person required to be made or obtained by the Company in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Underwriters, acting reasonably; (d) the Unit Shares, the Warrant Shares, and the Broker Warrant Shares shall have been conditionally approved for listing and posting for trading on the TSXV, subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the TSXV; (e) the Underwriters shall have received favourable legal opinions addressed to the Underwriters, dated the Closing Date, from Forooghian + Company Law Corporation, counsel to the Company, and where appropriate local counsel to the Company (it being understood that such counsel may rely to the extent appropriate in the circumstances (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and on certificates of the transfer agent and registrar of the Company, as to the issued capital of the Company, and (ii) as to matters of fact not independently established, on certificates of the Company's Auditors or a public official), such opinions to be subject to standard qualifications and assumptions and in form satisfactory to the Underwriters and their counsel, acting reasonably, with respect to the following matters: (i) as to the incorporation and subsistence of the Company under the laws of the Province of British Columbia and as to the corporate power and capacity of the Company to enter into and carry out its obligations under the Transaction Documents and to issue and sell the Offered Securities, grant the Over-Allotment Option and issue the Warrant Shares and Broker Securities; (ii) as to the authorized and issued capital of the Company; (iii) the Company has all requisite corporate power and capacity under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets as described in the Prospectus; (iv) the execution and delivery of the Transaction Documents, the performance by the Company of its obligations thereunder, the sale and issuance of the Offered Securities, the grant of the Over-Allotment Option and the issuance of the Warrant Shares and Broker Securities, do not and will not conflict with or result in any breach of the notice of articles and articles of the Company, any resolutions of the shareholders or directors (including committees of the board of directors) of the Company, any applicable corporate laws or any Canadian Securities Laws; (v) each of the Transaction Documents have been duly authorized and executed and delivered by the Company, and constitute valid and legally binding obligations of the Company enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law; (vi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Base Shelf Prospectus and the Prospectus Supplement and the filing thereof with the Securities Regulators, the filing of the Marketing Document with the Securities Regulators and the delivery of the U.S. Private Placement Memorandum; (vii) the Unit Shares, other than the Over-Allotment Unit Shares issuable at any Option Closing Time, have been duly and validly issued as fully paid and non-assessable Common Shares; (viii) the Warrants have been duly and validly created and, other than the Warrants issuable at any Option Closing Time, issued; (ix) the Warrant Shares have been reserved and authorized and allotted for issuance and upon the receipt of payment therefor by the Company and the issue thereof upon exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be duly and validly issued as fully paid and non- assessable Common Shares; (x) the Broker Warrants have been duly and validly created and, other than the Broker Warrants issuable at any Option Closing Time, issued; (xi) the Broker Warrant Shares have been reserved and authorized and allotted for issuance and upon the receipt of payment therefor by the Company and the issue thereof upon exercise of the Broker Warrants in accordance with the provisions of the Broker Warrant Certificates, the Broker Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (xii) all necessary corporate action has been taken by the Company to authorize the issuance of the Additional Securities, subject to receipt of payment in full for them, and the issuance of the additional Broker Warrants, and when issued and delivered, the Additional Securities and the additional Broker Warrants will be duly and validly issued by the Company and the Over-Allotment Unit Shares will be outstanding as fully paid and non-assessable Common Shares; (xiii) the rights, privileges, restrictions and conditions attaching to the Offered Securities, the Warrant Shares, the Over-Allotment Option and the Broker Securities conform in all material respects with the description thereof set forth in the Prospectus; (xiv) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits, consents and authorizations of the Securities Regulators in each of the Qualifying Jurisdictions have been obtained by the Company to qualify the distribution to the public of the Offered Securities in each of the Qualifying Jurisdictions through persons who are registered under Canadian Securities Laws and to qualify the grant of the Over-Allotment Option and the issuance of the Broker Warrants to the Underwriters; (xv) the issuance by the Company of the Warrant Shares upon the due exercise of the Warrants is exempt from, or is not subject to, the prospectus requirements of Canadian Securities Laws in the Qualifying Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under Canadian Securities Laws of the Qualifying Jurisdictions in connection therewith; (xvi) the issuance by the Company of the Broker Warrant Shares upon the due exercise of the Broker Warrants is exempt from, or is not subject to, the prospectus requirements of Canadian Securities Laws in the Qualifying Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under Canadian Securities Laws of the Qualifying Jurisdictions in connection therewith; (xvii) the first trade in, or resale of, the Warrants Shares or the Broker Warrant Shares is exempt from, or is not subject to, the prospectus requirements of Canadian Securities Laws in the Qualifying Jurisdictions and no filing, proceeding or approval will need to be made, taken or obtained under such laws in connection with any such trade or resale, provided that the trade or resale is not a "control distribution" (as defined in National Instrument 45-102 - Resale of Securities); (xviii) the Unit Shares, the Warrant Shares, and Broker Warrant Shares have been conditionally approved for listing and posting for trading on the TSXV, subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the TSXV; and (xix) as to such other matters as the Underwriters' legal counsel may reasonably request prior to the Closing Time; (f) the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, dated the Closing Date, from Forooghian + Company Law Corporation, as to: (i) the incorporation and subsistence of Canam and Spinco, (ii) the corporate power and capacity of Canam and Spinco under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets, and (iii) the authorized and issued capital of Canam and Spinco and the ownership thereof, in a form satisfactory to the Underwriters and its counsel, acting reasonably; (g) the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, dated the Closing Date, from Xxxxxxx Xxxxx LLP, tax counsel to the Company, such opinion to be subject to standard qualifications and assumptions and in form satisfactory to the Underwriters and its counsel, acting reasonably, to the effect that the statements and opinions concerning tax matters set forth in the Prospectus Supplement under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" insofar as they purport to describe the provisions of the laws referred to therein are fair and adequate summaries of the matters discussed therein subject to the qualifications, assumptions and limitations set out under such heading; (h) if any Offered Securities are offered and sold to U.S. Purchasers pursuant to Schedule "A" attached hereto, the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, dated the Closing Date, from Xxxxx LPC, special United States counsel to the Company, such opinion to be subject to standard qualifications and assumptions and in form satisfactory to the Underwriters and its counsel, acting reasonably, to the effect that no registration of the Offered Securities offered and sold to U.S. Purchasers will be required under the U.S. Securities Act in connection with such offer and sale, provided that the offer and sale of the Offered Securities to U.S. Purchasers is made in accordance with Schedule "A" attached hereto; provided that it being understood that no opinion is expressed as to any subsequent resale of any of the Offered Securities; (i) the Underwriters shall have received favourable legal opinions addressed to the Underwriters, dated the Closing Date, from ALN Abogados Consultores, Mexican counsel to the Company, such opinions to be subject to standard qualifications and assumptions and in form satisfactory to the Underwriters and its counsel, acting reasonably, as to title to the mineral concessions comprising the Xxxxxx Property; (j) the Underwriters shall have received from the Company's Auditors a letter, dated as of the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4(a)(iv); (k) the Underwriters shall have received executed copies of all the lock-up agreements requested by the Underwriters pursuant to Section 6(l) in form and substance satisfactory to the Underwriters, acting reasonably; (l) the Underwriters shall have received certificates of good standing or similar certificates with respect to the jurisdiction in which the Company, Canam and Spinco are existing; (m) the Underwriters shall have received a certificate signed by Sellers from the transfer agent and registrar of the Company as to the foregoing effect. (g) In issued and outstanding Common Shares as at the case close of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or business on the Business Day prior to the Closing Date, ; and (n) the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers Underwriters shall have received a certificate signed by an officer of Purchaser such other documents as the Underwriters or its counsel may reasonably request prior to the foregoing effectClosing Time.

Conditions of Closing. No party hereto The obligations of the Underwriters under this Agreement shall be required subject to consummate any the accuracy of the transactions described herein unless representations and warranties on the part of the Corporation set forth in Section 9 hereof as of the date hereof and as of the Closing Date as though then made, to the timely performance by the Corporation of its covenants and other obligations hereunder and to the following additional conditions: (1) the Underwriters receiving, at Closing,the Closing Time: (a) The waiting period under a favourable legal opinion, dated the HSR Act shall have expired or been terminated.Closing Date, from Fraser Xxxxxx Casgrain LLP, the Corporation’s counsel, in form and substance satisfactory to the Underwriters, acting reasonably, as to matters of Canadian federal and provincial law (Fraser Xxxxxx Casgrain LLP may rely on the opinions of local counsel acceptable to them and to the Underwriters’ counsel as to matters governed by the laws of jurisdictions in Canada other than the Province of Alberta and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others), addressed to the Underwriters and, if necessary for opinion purposes, the Underwriters’ counsel with respect to the matters set out in Schedule “A”; (b) No suita favourable legal opinion of regulatory counsel of the Corporation from Stikeman Elliott LLP, actionin form and substance satisfactory to counsel for the Underwriters acting reasonably to the effect set forth in Schedule “B” hereto and to such further effect as counsel to the Underwriters may reasonably request. Such counsel may also state that, investigationinsofar as such opinion involves factual matters, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall they have been instituted or threatened which may materially adversely affect relied, to the financial conditionsextent they deem proper, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects upon certificates of Company officers of the Corporation and its subsidiaries taken as a whole or which questions the validity or legality and certificates of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.public officials; (c) Purchaser shall have received an a legal opinion from counsel XxXxxxxx Xxxxxxxx LLP, dated the Closing Date, with respect to Companysuch legal matters as the Underwriters may reasonably request; (d) a letter dated the Closing Date, Nason, Yeager, Gerson, White in form and Xxxxx, P.A., as substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from Ernst & Young LLP confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 6(1)(b) with such changes as may be necessary to bring the information in such letter forward to a date not more than two business days prior to the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably; (e) a certificate, dated the Closing Date, addressed to the Underwriters and, if necessary for opinion purposes, the Underwriters’ counsel, and signed by officers of the Corporation acceptable to the Underwriters, acting reasonably, with respect to the constating documents of the Corporation, the fact that no acts have been taken to wind up the Corporation, all resolutions of the board of directors of the Corporation relating to this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters referred as the Underwriters may reasonably request; (f) a certificate, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation or other officers of the Corporation acceptable to the Underwriters, acting reasonably, certifying for and on behalf of the Corporation and not in Paragraphs 5(b)their personal capacity, 5(cafter having made reasonable enquiries, that: (i) the representations and warranties of the Corporation set forth in Section 6(2) and 5(e); that the transfer Section 9 of this Agreement are true and correct in all material respects (except for such representations and warranties of the Shares from Sellers Corporation qualified by materiality or which refer to a Material Adverse Effect, which shall be true and Other Shares to Purchaser will be exempt from correct in all respects) with the registration provisions same force and effect as though expressly made on and as of the Act and will not violate Closing Time after giving effect to the registration provisions transactions contemplated by this Agreement; (ii) no order, ruling or determination having the effect of Section 5 suspending the sale or ceasing or suspending trading in the Series A Shares or the Series B Shares or other securities of the Securities Act; when paid Corporation has been issued and is continuing and no proceedings for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price thereforsuch purpose have been instituted or, to the knowledge of counselsuch officers, are pending, contemplated or threatened; (iii) there has been no material change (actual, anticipated, contemplated or threatened) in relation to the Shares Corporation; and Other Shares will be owned by Purchaser free (iv) the Corporation has complied in all material respects with all the covenants and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed obligations hereunder and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed satisfied in all material respects all of their obligations hereunder required the conditions on its part to be performed by them or satisfied hereunder at or prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect.; (g) In receipt by the case Underwritiers of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any a certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of from CIBC Mellon Trust Company dated the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an authorized officer of Purchaser CIBC Mellon Trust Company confirming the issued capital of the Corporation; (h) evidence that the Series A Shares and Series B Shares have been conditionally approved for listing on the TSX, subject only to the foregoing effectsatisfaction by the Corporation of customary post-closing conditions imposed by the TSX in similar circumstances; and (i) such other certificates and other documentation as the Underwriters may reasonably request; (2) Articles of Amendment of the Corporation providing for the designation of the requisite number of Series A Shares and Series B Shares and providing for the rights, restrictions, conditions and limitations attaching to such shares substantially as described in the Prospectus Supplement and in a form satisfactory to the Underwriters, acting reasonably, shall have been filed under the Business Corporations Act (Alberta); and (3) no order, ruling or determination having the effect of ceasing or suspending trading in the Series A Shares or other securities of the Corporation shall have been issued and no proceedings for such purpose shall have been instituted or threatened.

Conditions of Closing. No party hereto ‌ The obligation of the Underwriters to purchase the Initial Units at the Closing Time on the Closing Date and to purchase any Additional Units at the Closing Time on an Option Closing Date shall be required subject to consummate any of the transactions described herein unless at Closing,following: (a) The waiting period the Underwriters will receive at the Closing Time a legal opinion addressed to the Underwriters and their counsel dated and delivered on the Closing Date from the Company’s Canadian counsel, Xxxxxxx Xxxxx LLP, and from local counsel (only in respect of matters governed by laws of the Qualifying Jurisdictions where the Company’s Canadian counsel is not qualified to practice), in each case in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Underwriters’ counsel: (i) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of Applicable Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (ii) the Company is a corporation duly incorporated and validly existing under the HSR Act shall have expired or been terminated.laws of the Province of British Columbia, and has all requisite corporate power, capacity and authority to carry on its business as now conducted and to own, lease and operate its property and assets as described in the Prospectus; (biii) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) authorized and 5(e); that the transfer issued capital of the Company; (iv) the rights, privileges, restrictions and conditions attaching to the Shares, the Warrants and the Warrant Shares from Sellers are accurately summarized in all material respects in the Prospectus; (v) the Initial Shares and Other Initial Warrants sold pursuant to the Offering have been duly and validly created and authorized and are issued and are outstanding as fully paid shares or securities (as the case may be) of the Company and, in the case of the Initial Shares, are non-assessable; (vi) the Over-Allotment Option has been duly and validly authorized and granted by the Company and the Additional Shares to Purchaser and Additional Warrants issuable upon the exercise of the Over-Allotment Option have been duly and validly created, allotted and reserved for issuance by the Company and, upon the exercise of the Over-Allotment Option including receipt by the Company of payment in full therefor, the Additional Shares and the Additional Warrants will be exempt from duly and validly created, authorized, issued and outstanding as fully paid shares or securities (as the registration provisions case may be) and, in the case of the Act Additional Shares, are non- assessable; (vii) the Warrant Shares have been duly and will not violate validly allotted and reserved for issuance and upon the registration provisions of Section 5 exercise of the Securities Act; when paid for Warrants in accordance with the terms of the respective option agreementstheir terms, the shares issuable upon exercise of options held by Sellers, and the Other Warrant Shares will be duly issued, and validly issued as fully paid and non-assessableassessable Subordinate Voting Shares; (viii) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement and the Warrant Indenture and to perform its obligations hereunder and thereunder; (ii) to offer, issue, sell and deliver the issuance of Initial Shares and the shares Initial Warrants comprising the Initial Units; (iii) to grant the Over- Allotment Option and offer, issue, sell and deliver the Additional Shares and Additional Warrants issuable upon exercise of options held the Over-Allotment Option; and (iv) to issue, sell and deliver the Warrant Shares upon the exercise of the Warrants; (ix) all necessary corporate action has been taken by Sellersthe Company to authorize the execution and delivery of each of the Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions; (x) the Company has duly authorized, executed and delivered, this Agreement and the Warrant Indenture and authorized the performance of its obligations hereunder and thereunder, including the offering, creation (as applicable), issue, sale and delivery of the Initial Shares and the Initial Warrants comprising the Initial Units, the grant of the Over-Allotment Option, the offering, creation (as applicable) issue, sale and delivery of Additional Shares and Additional Warrants upon exercise of the Over- Allotment Option, and the Other Shares will be exempt from the registration provisions issue, sale and delivery of the Act and will not violate Warrant Shares upon the registration provisions of Section 5 exercise of the Securities Act; andWarrants, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing each of this Agreement and the purchase Warrant Indenture constitutes a legal, valid and binding obligation of the several Other Shares by Purchaser.Company enforceable against the Company in accordance with its terms, subject to appropriate qualifications that are customary of an offering of this nature; (exi) The purchase the execution and delivery of this Agreement and the Warrant Indenture and the fulfillment of the several Other terms hereof and thereof, including the offering, creation (as applicable), issue, sale and delivery of the Initial Shares and the Initial Warrants comprising the Initial Units, the grant of the Over- Allotment Option, the offering, creation (as applicable) issue, sale and delivery of Additional Shares and Additional Warrants upon exercise of the Over- Allotment Option, and the issue, sale and delivery of the Warrant Shares upon the exercise of the Warrants, and the consummation of the transactions contemplated by Purchaserthis Agreement and the Warrant Indenture, shall take place simultaneously with do not result in a breach of (whether after notice or lapse of time or both) or constitute a default under (i) any of the closing terms, conditions or provisions of this Agreement.the articles of incorporation or amalgamation, as applicable, of the Company, or (ii) the laws of the Province of British Columbia and the federal laws of Canada applicable therein; (fxii) In if issued, the case form and terms of Purchaser, Sellers shall the definitive certificate representing the Subordinate Voting Shares and the Warrants have performed been approved by the directors of the Company and comply in all material respects with the Business Corporations Act (British Columbia), constating documents of the Company and rules, by-laws and regulations of the CSE; (xiii) Odyssey Trust Company is the duly appointed registrar and transfer agent for the Subordinate Voting Shares and the duly appointed warrant agent and registrar and transfer agent for the Warrants; (xiv) all necessary documents have been filed, all requisite proceedings have been taken, all approvals, permits and consents of their obligations hereunder the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained, and all necessary legal requirements have been fulfilled, in order to qualify the distribution of the Initial Shares and the Initial Warrants comprising the Initial Units, the Over-Allotment Option and the Additional Shares and the Additional Warrants upon exercise of the Over-Allotment Option in each of the Qualifying Jurisdictions through dealers who are registered under Applicable Securities Laws and who have complied with the relevant provisions of such Applicable Laws; (xv) the issuance by the Company of the Warrant Shares in accordance with and pursuant to the terms and conditions of the Warrants and the Warrant Indenture is exempt from the prospectus requirements of the Applicable Securities Laws in the Qualifying Jurisdictions and no prospectus or other document is required to be performed by them at or prior to the Closing Datefiled, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder no proceeding is required to be performed taken and no approval, permit or consent of the Securities Commissions is required to be obtained by it at or prior the Company under the Applicable Securities Laws in the Qualifying Jurisdictions to permit such issuance of the Closing Date, Warrant Shares; (xvi) the representations first trade in Warrant Shares underlying the Warrants is exempt from the prospectus requirements of the Applicable Securities Laws in the Qualifying Jurisdictions and warranties of Purchaser contained in this Agreement and in any certificate no prospectus or other writing delivered document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by Purchaser pursuant hereto shall be true in all material respects at and as the Company under Applicable Securities Laws of the Closing Date Qualifying Jurisdictions to permit such trade through registrants registered under Applicable Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that (i) such trade is not a “control distribution” as if made that term is defined in National Instrument 45-102 – Resale of Securities at and as the time of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.trade,

Conditions of Closing. No party hereto shall be required to consummate any of the transactions described herein unless at Closing, (a) 8.1 The waiting period under the HSR Act shall have expired or been terminated. (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase obligations of the several Other Shares by Purchaser. (e) The Underwriters to purchase and pay for the Notes as provided herein on the Closing Date will be conditional upon and subject to the accuracy of the several Other Shares by Purchaserrepresentations and warranties on the part of the Corporation set forth in Section 7.1 hereof as of each Representation Date, shall take place simultaneously with as though then made, and to each of the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them following conditions being fulfilled at or prior to the Time of Closing Date, which conditions the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall Corporation covenants to exercise its reasonable best efforts to have received a certificate signed by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it fulfilled at or prior to the Time of Closing Dateand which conditions in paragraphs (c), (d), (f), (g), (h) and (i) may be waived in writing in whole or in part by the Lead Underwriters: (a) the Preliminary Prospectus and the Prospectus shall have been filed with the Canadian Securities Regulators, and the Corporation shall have made or obtained all other necessary filings, approvals, consents and acceptances of the Canadian Securities Regulators required to be made or obtained by the Corporation prior to the Time of Closing in order to complete the Offering as herein contemplated, it being understood that the Underwriters shall do all that is required, acting reasonably, to assist the Corporation to fulfill this condition; (b) the directors of the Corporation shall have authorized and approved this Agreement, the representations Indenture, the issuance of the Notes, the Prospectus and warranties all matters relating thereto, it being hereby represented by the Corporation that such authorization and approval will be obtained prior to the Time of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto Closing; (c) it shall be the case that, and the Corporation will deliver to the Underwriters a certificate of the Corporation and signed on behalf of the Corporation by the Chief Executive Officer or an executive officer of the Corporation and the Chief Financial Officer of the Corporation (or such officers of the Corporation as may be acceptable to the Lead Underwriters) addressed to the Underwriters and dated the Closing Date in form satisfactory to the Lead Underwriters, certifying that: (i) the Prospectus is true and correct in all material respects at and as contains no misrepresentation; (ii) no Material Adverse Change has occurred and no transaction out of the Closing Date as if made at ordinary course of business and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser nature material to the foregoing effect.Corporation has been entered into or announced since the date of the Prospectus;

Conditions of Closing. No party hereto The obligation of the Agent to perform its obligations pursuant to this Agreement shall be required conditional upon the Agent being satisfied with the results of its due diligence investigations relating to consummate any the Company and upon the fulfilment or waiver by the Agent at or before the Closing Time of the transactions described herein unless at Closing,following conditions, which conditions the Company covenants to use its commercially reasonable efforts to fulfil or cause to be fulfilled prior to the Closing Time: (a) The waiting period under the HSR Act execution and delivery of this Agreement and the creation and issuance of the Offered Shares and Agent’s Warrants, the due authorization of the issuance of the Offered Shares and the allotment and reservation of the Agent’s Shares, shall have expired or been terminated.duly authorized by all necessary corporate action; (b) No suit, action, investigation, inquiry any necessary consents or other proceeding by any governmental body or any other person or legal or administrative proceeding approvals of the Securities Commissions and the SEC with respect to the issue and sale of the Offered Shares and Agent’s Warrants shall have been instituted or threatened which may materially adversely affect obtained, and the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality conditional approval of the transactions described herein Stock Exchange to list the Offered Shares and no provision of any applicable law or regulation and no judgment, injunction, order or decree Agent’s Shares shall prohibit the consummation of the transactions, contemplated hereby.have been obtained; (c) Purchaser the Agent shall have received an opinion from counsel certificates addressed to the Agent and to the Purchasers, dated as of the Closing Date, signed by the Chief Executive Officer or the Chief Financial Officer of the Company, Nasonor such other officer or officers of the Company as the Agent may accept, Yeager, Gerson, White and Xxxxx, P.A., as certifying on behalf of the Company to the matters referred to in Paragraphs 5(b)effect that, 5(cexcept as has been generally disclosed at the date thereof: (i) and 5(e); that no order, ruling or determination suspending or cease trading the transfer of the Common Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellershas been issued, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price thereforno proceedings for that purpose have been instituted or, to the knowledge of counselsuch officer, contemplated or threatened by any Securities Commission or the Shares SEC; (ii) other than as disclosed in the Public Record, since December 31, 2009 there has not been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the condition, business, affairs, results, operations, assets or liabilities of the Company; (iii) other than as disclosed in the Public Record, since December 31, 2009 no material fact has arisen or has been discovered which would have been required to have been stated in the Public Record in order to make the Public Record not misleading; (iv) the representations and Other Shares will warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time; (v) the Company has complied in all material respects with all the terms and conditions of this Agreement on its part to be owned by Purchaser free complied with at or before the Closing Time; and (vi) as to such other matters of a factual nature as are appropriate and clear of all liens, encumbrances usual in the circumstances and as the Agent or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.Agent’s counsel may reasonably request; (d) The Shareholders' Agreementthe Agent shall have received favourable legal opinions dated as of the Closing Date, from counsel to the Company, substantially in the form annexed hereto as Exhibit 1CSchedule “A”, shall and where appropriate, counsel in the other Canadian Offering Jurisdictions and other jurisdictions as may be executed required, addressed to the Agent and delivered by Purchaser and Sellers, simultaneously to the Purchasers with respect to such matters as the closing of this Agreement and Agent may reasonably request prior to the purchase of the several Other Shares by Purchaser.Closing Time; (e) The purchase the Company shall have delivered to the Agent a letter from the Company’s Auditors dated as of the several Other Shares by Purchaser, shall take place simultaneously with Closing Date to the closing effect that they reaffirm the statements made in the letter provided pursuant to Section 5.8 of this Agreement.; and (f) the Company will have received the approval of the Agent, acting reasonably, regarding the form and content of the Agent’s Warrant Certificate. In providing such opinions, counsel may, where appropriate, rely on the case opinions of Purchaserother counsel as to matters mentioned therein relating to jurisdictions where Company’s counsel does not practice law and on certificates or letters of the auditors, Sellers of the officers of the Company, of the transfer agents of the Company and public officials as to factual matters relevant to such opinions. The performance of the Company’s obligations pursuant to this Agreement shall have performed in all material respects all of their obligations hereunder required to be performed conditional upon the fulfilment by them the Agent, or waiver by the Company, at or prior to before the Closing DateTime, of the following conditions: (a) the representations and warranties of Sellers the Agent contained in this Agreement are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and correct as of the Closing Date Time with the same force and effect as if made at and as of such time and Purchaser the Closing Time; and (b) the Agent shall have received a certificate signed by Sellers to complied with all the foregoing effect. (g) In the case terms and conditions of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required this Agreement on their part to be performed by it complied with at or prior to before the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectTime.

Conditions of Closing. No party hereto shall be required The Underwriters’ obligation to consummate any purchase the Offered Units pursuant to this Agreement (including the obligation to complete the purchase of the transactions described herein unless Base Units and the Additional Units, as the case may be) will be subject to the following conditions having been met at Closing,the Closing Time: (1) the Underwriters receiving favourable legal opinions from Stikeman Elliott LLP, counsel to the Company (who may rely, to the extent appropriate in the circumstances, acting reasonably, on the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Units for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Company), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) The waiting period the Company is a corporation validly incorporated and existing under the HSR Business Corporations Act shall have expired or been terminated.(British Columbia) and has all requisite corporate power and capacity to carry on business and to own and lease properties and assets; (b) No suitthe Company has all necessary corporate power and authority to: (i) execute, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect deliver and perform its obligations under this Agreement; (ii) to issue and sell the financial conditions, assets, liabilities Offered Units; (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company iii) to issue the Compensation Units; and its subsidiaries taken as a whole or which questions (iv) to grant the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Over-Allotment Option; (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White the authorized and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer issued capital of the Shares from Sellers Company; (d) all necessary corporate action has been taken by the Company to authorize the execution and Other Shares to Purchaser will be exempt from delivery of this Agreement and the registration provisions performance of its obligations thereunder and this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Act Company enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law; (e) the execution and delivery of this Agreement and the fulfilment of the terms thereof by the Company and the issuance, sale and delivery of the Offered Units and the Compensation Units and the grant of the Over-Allotment Option, do not and will not violate result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the registration provisions of Section 5 articles and by- laws of the Company, any resolutions of the shareholders or directors of the Company, or any applicable corporate law or Canadian Securities Act; when paid for in accordance Laws; (f) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the terms of Securities Commissions in the respective option agreements, Qualifying Jurisdictions; (g) the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, Offered Units have been validly issued as fully paid and non-assessable; assessable securities in the issuance capital of the shares issuable upon exercise Company; (h) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to qualify the distribution to the public of options held by Sellers, the Offered Units and the Other Shares will be exempt from Compensation Units (including the registration Unit Shares, Unit Warrants, Subsequent Unit Shares, Subsequent Unit Warrants and Subsequent Warrant Shares) in the Qualifying Jurisdictions by or through persons who are duly registered under the applicable Canadian Securities Laws and who have complied with the relevant provisions of such applicable Canadian Securities Laws and to qualify the grant of the Over-Allotment Option to the Underwriters; (i) subject to the qualifications and assumptions set out therein, the statements set forth in the Preliminary Prospectus and the Final Prospectus under the caption “Eligibility for Investment”, insofar as they purport to describe the provisions of the Act and will not violate the registration provisions of Section 5 laws referred to therein, are fair summaries of the Securities Actmatters discussed therein; and (j) subject only to the standard listing conditions, upon payment the Unit Shares, the Subsequent Unit Shares and the Subsequent Warrant Shares have been conditionally approved for listing on the CSE, in form and substance acceptable to the Underwriters and their counsel, acting reasonably; (2) the Underwriters receiving favourable legal opinions from Stikeman Elliott LLP, legal counsel to the Company, regarding each Subsidiary in form and substance acceptable to the Underwriters and their counsel, acting reasonably, substantially to the effect set out below: (a) the Subsidiary having been incorporated and existing under its jurisdiction of incorporation; (b) the Subsidiary having all requisite corporate power and capacity to carry on business and to own and lease properties and assets; and (c) as to the authorized and issued share capital of the purchase price therefor, Subsidiary and to the knowledge ownership thereof; (3) the Underwriters having received certificates dated the Closing Date and signed by two senior officers of counselthe Company as may be acceptable to the Underwriters, acting reasonably, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to: (a) the constating documents of the Company; (b) the resolutions of the directors of the Company relevant to the Offering Documents, the Shares sale of the Offered Units, the grant of the Over-Allotment Option and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing authorization of this Agreement and the purchase transactions contemplated herein; (c) the incumbency and signatures of signing officers for the several Other Shares by PurchaserCompany; and (d) such other matters as the Underwriters may reasonably request. (e4) The purchase the Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Company and each of the several Other Shares Subsidiaries, each dated within one Business Day prior to the Closing Date; (5) the Underwriters receiving the auditors “bring down” comfort letter dated the Closing Date from the Auditors, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letters referred to in Section 4(1)(c) hereof; (6) the Underwriters receiving a certificate dated the Closing Date and signed by Purchaserthe Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Company as may be acceptable to the Underwriters, shall take place simultaneously with certifying for and on behalf of the closing Company and without personal liability, after having made due enquiries, that: (a) the representations and warranties of the Company contained in this Agreement., and in any certificates of the Company delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby; (fb) In the case of Purchaser, Sellers shall have performed Company has complied in all material respects with all the covenants and satisfied in all material respects all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing Time; (c) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Units or any other securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (d) since the respective dates as of which information is given in the Final Prospectus: (i) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Company on a consolidated basis; and (ii) no transaction has been entered into by any of the Company or the Subsidiaries which is material to the Company on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; and (e) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Securities Laws; (7) the Underwriters receiving the executed lock-up agreements from each of Xxxxx Xxxxx and Xxxxxxx Xxxxxxx in favour of the Underwriters in a form satisfactory to the Underwriters as required pursuant to Section 8(3) of this Agreement; (8) the Underwriters receiving a certificate from Computershare Investor Services Inc. as to the number of Common Shares and the number of warrants of the Company issued and outstanding as at the end of the Business Day on the date prior to the Closing Date; (9) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Offered Units or any of the Company’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Company, threatened by any securities regulatory authority or the CSE; (10) the Company having delivered to the Underwriters evidence of the approval (or conditional approval) of the listing and posting for trading of the Unit Shares (including such Unit Shares issuable pursuant to the Compensation Units), the representations Subsequent Unit Shares and warranties the Subsequent Warrant Shares on the CSE, subject only to satisfaction by the Company of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect.standard listing conditions; (g11) In the case of Sellers, Purchase shall have performed in all material respects Company complying with all of its covenants and obligations hereunder under this Agreement required to be performed by it satisfied at or prior to the Closing DateTime; (12) the Company having delivered to the Underwriters any and all third party consents required in order to complete the Offering as contemplated herein and to apply the proceeds as set forth in the Offering Documents; (13) the Underwriters not having exercised any rights of termination set forth herein; and (14) the Underwriters having received such further certificates, opinions of counsel and other documentation from the representations and warranties of Purchaser contained in this Agreement and in Company contemplated herein, provided, however, that the Underwriters or their counsel will request any such certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of document within a reasonable period prior to the Closing Date as if made at Time that is sufficient for the Company to obtain and as of deliver such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectcertificate, opinion or document.

Conditions of Closing. No party hereto shall be required to consummate any 11.1 The obligations of the transactions described herein unless at Closing,Agent on each Closing will be conditional upon the following: (a) The waiting period under the HSR Act shall have expired or been terminated.Issuer will take all necessary corporate action in order to validly create, issue and sell the Shares; (b) No suitthe Issuer will make all necessary filings, actionif any, investigationand obtain all necessary approvals, inquiry if any, in the United States in order to issue and sell the Shares to the Purchasers and to ensure that such issuance and sale will not be subject to or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect be exempt from the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality prospectus requirements of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Applicable Legislation; (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser Issuer's outstanding common shares will be exempt from listed and posted for trading on the registration provisions of Exchange, subject in each case only to conditions which by their nature may only be fulfilled after the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.Closing; (d) The Shareholders' Agreementthe Agent will be satisfied, substantially in the form annexed hereto as Exhibit 1Cits sole discretion, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing results of this Agreement and the purchase its investigation of the several Other Shares by Purchaser.business and affairs of the Issuer; (e) The purchase on each Closing, the Issuer will deliver to the Agent and its solicitors favourable opinions of the several Other Shares Issuer's solicitors dated as of the date of the Closing, as to all legal matters reasonably requested by Purchaserthe Agent relating to the incorporation of the Issuer and its Subsidiaries, shall take place simultaneously with their respective businesses and the closing creation, issuance and sale of this Agreement.the Securities, satisfactory in form and substance to the Agent; lxs\lxs01411\2\March 22, 2001 (f) In on each Closing, the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior Issuer will deliver to the Closing DateAgent and its solicitors such certificates of its officers, comfort letters or opinions of its auditors, and other documents relating to the representations and warranties of Sellers contained in this Agreement and in any certificate Private Placement or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as the affairs of the Closing Date Issuer as if made at the Agent or its solicitors may reasonably request, satisfactory in form and as of such time and Purchaser shall have received a certificate signed by Sellers substance to the foregoing effect.Agent; (g) In each representation and warranty of the case of SellersIssuer herein will continue to be true, Purchase shall have performed in all material respects and the Issuer will perform or comply with all of its covenants, agreements and obligations hereunder hereunder; (h) receipt of all required to be performed regulatory approval for or acceptance of the Private Placement; (i) the Issuer will have appointed a Chief Financial Officer and the Agent will have been satisfied, in its sole discretion, with the selection of such Chief Financial Officer; and (j) the removal or partial revocation of any cease trading order or trading suspension made by it at or prior any competent authority to the Closing Date, extent necessary to complete the representations and warranties of Purchaser contained Private Placement. 11.2 The conditions set out in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as Subsection 11.1 are for the sole benefit of the Closing Date as if made at Agent and as of such time and Sellers shall have received a certificate signed may be waived by an officer of Purchaser to the foregoing effectAgent in whole or in part.

Conditions of Closing. No party hereto The Underwriter’s obligation to purchase the Offered Units pursuant to this Agreement (including the obligation to complete the purchase of the Initial Units and the Over-Allotment Units, as the case may be) shall be required subject to consummate any the following conditions having been met at the Closing Time: (1) the Underwriter receiving favourable legal opinions from Xxxxxxx Xxxxx & Xxxxxxxxx LLP, counsel to the Corporation (who may provide the opinions of local counsel acceptable to counsel to the Underwriter as to the qualification of the transactions described herein unless at Closing,Offered Units for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the Auditors or Transfer Agent), substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations: (a) The waiting period the Corporation is validly existing under the HSR Act shall have expired or been terminated.laws of the Province of British Columbia; (b) No suitthe Corporation has the corporate power and corporate capacity under the constating documents of the Corporation to (i) carry on its business and activities and to own, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, lease and operate its properties and assets, liabilities as described in the Prospectus, (absoluteii) execute and deliver this Agreement, accruedthe Warrant Indenture and the Warrant certificates, contingent or otherwiseas applicable, and the Compensation Warrant Certificates and perform its obligations hereunder and thereunder, (iii) create, offer, issue and sell the Offered Units, (iv) create and issue the Compensation Warrants, (v) create and issue the Broker Warrants and the Broker Shares (issuable upon exercise of the Compensation Warrants), reserves, business, operations or prospects of Company (vi) create and its subsidiaries taken as a whole or which questions issue the validity or legality Broker Warrant Shares (issuable upon exercise of the transactions described herein Broker Warrants), and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit (vii) grant the consummation of Over-Allotment Option to the transactions, contemplated hereby.Underwriter; (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) authorized share capital of the Corporation and 5(e); that the transfer Prospectus describes, in all material respects, the attributes of the Shares from Sellers Common Shares; (d) all necessary corporate action has been taken by the Corporation to authorize the execution and Other Shares to Purchaser will be exempt from delivery of this Agreement, the registration provisions Warrant Indenture and the Compensation Warrant Certificates and the performance by the Corporation of its obligations under this Agreement, the Warrant Indenture and the Compensation Warrant Certificates, and this Agreement, the Warrant Indenture and the Compensation Warrant Certificates have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Act Corporation enforceable against it in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement, the Warrant Indenture and the Compensation Warrant Certificates may be limited by applicable Law; (e) the Subsidiary (a) is validly existing under the laws of the Province of British Columbia and has the corporate power and corporate capacity to carry on its business and activities and to own, lease and operate its properties and assets, and (b) all of the issued and outstanding shares of capital of the Subsidiary are registered in the name of the Corporation; (f) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Warrant Certificates and the performance by the Corporation of its obligations hereunder and thereunder, including the issuance, sale and delivery of the Securities, as applicable, and the grant of the Over-Allotment Option in accordance with this Agreement, the Warrant Indenture and the Compensation Warrant Certificates, do not and will not violate the registration provisions result in a breach of, or constitute a default under, and do not and will not create a state of Section 5 facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under (i) constating documents of the Corporation, or (ii) any applicable Securities Act; when paid for Laws having force in accordance the Province of British Columbia; (g) all necessary corporate action has been taken by the Corporation to authorize (i) the signing by the Corporation of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the terms Securities Commissions and (ii) the application for the listing of the respective option agreements, Offered Units on the shares issuable upon exercise of options held by Sellers, and Exchange; (h) the Other Unit Shares will be duly issued, have been validly issued as fully paid and non-assessable; assessable shares in the issuance capital of the Corporation; (i) the Unit Warrants and the Compensation Warrants have been validly created and issued as warrants of the Corporation; (j) the Broker Warrants have been validly authorized, allotted and reserved for issuance and will, upon due exercise of the Compensation Warrants and payment of the consideration thereof, be issued as warrants of the Corporation; (k) the Over-Allotment Warrants have been validly authorized, allotted and reserved for issuance and will, upon due exercise of the Over-Allotment Option and payment of the consideration thereof, be issued as warrants of the Corporation; (l) the Over-Allotment Shares have been duly and validly authorized, allotted and reserved for issuance and upon due exercise of the Over-Allotment Option and payment of the consideration therefor, the Over-Allotment Shares will be validly issued as fully paid and non-assessable shares in the capital of the Corporation; (m) the Warrant Shares, the Over-Allotment Warrant Shares, the Broker Shares (issuable upon exercise of options held by Sellersthe Compensation Warrants) and the Broker Warrant Shares (issuable upon exercise of the Broker Warrants) have been duly and validly authorized, allotted and reserved for issuance, and upon due exercise of the Unit Warrants, the Over-Allotment Warrants, the Compensation Warrants, and the Other Broker Warrants, as applicable, and payment of the consideration therefor, in accordance with their respective terms, the Warrant Shares, the Over-Allotment Warrant Shares, the Broker Shares and the Broker Warrant Shares will be exempt from validly issued as fully paid and non-assessable shares in the registration provisions capital of the Act Corporation; (n) all necessary documents have been filed, all requisite proceedings have been taken and will not violate all necessary authorizations, approvals, permits and consents have been obtained by the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed Corporation under the Securities Act.Laws in order to qualify the distribution of the Offered Units in the Qualifying Jurisdictions by or through dealers who are duly and properly registered in the appropriate category under the Securities Laws and who have complied with all relevant provisions of such Securities Laws and the terms of their registration; (do) The Shareholders' Agreementthat the issuance of (i) the Warrant Shares issuable upon due exercise of the Warrants, substantially in (ii) the form annexed hereto as Exhibit 1COver-Allotment Shares issuable upon due exercise of the Over- Allotment Warrants, shall be executed and delivered by Purchaser and Sellers, simultaneously with (iii) the closing of this Agreement Broker Shares and the purchase Broker Warrants issuable upon due exercise of the several Other Compensation Warrants, and (iv) the Broker Warrant Shares by Purchaser. (e) The purchase issuable upon due exercise of the several Other Shares by PurchaserBroker Warrants will be exempt from, shall take place simultaneously with or will not be subject to, the closing prospectus requirements of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder applicable Canadian Securities Laws and no documents are required to be performed filed, proceedings taken or approvals, permits, consents or authorizations obtained under applicable Canadian Securities Laws to permit such issuance; (p) the Corporation (i) is a “reporting issuer” in each of the applicable provinces, and (ii) is not on the list of defaulting reporting issuers published by them at or prior to the Closing Date, Securities Commissions; (q) Odyssey Trust Company has been duly appointed as registrar and transfer agent of the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at Common Shares and as of the Closing Date Time, will be duly appointed as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to warrant agent under the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.Warrant Indenture; and

Conditions of Closing. No party hereto shall be required to consummate any 7.1 The obligations of the transactions described several Underwriters to purchase and pay for the Firm Notes and the Option Notes, as the case may be, as provided herein unless on the Closing Date or any Date of Delivery, as applicable, will be conditional upon and subject to the accuracy of the representations and warranties on the part of the Corporation set forth in Section 6.1 hereof as of each Representation Date, as though then made, and to each of the following conditions being fulfilled at Closing,or prior to the Time of Closing or the relevant Date of Delivery, as applicable, which conditions the Corporation covenants to exercise its reasonable best efforts to have fulfilled at or prior to the Time of Closing and any Date of Delivery and which conditions in paragraphs (c), (d), (e), (f), (g), (h) and (i) may be waived in writing in whole or in part by the Representatives: (a) The waiting period the Registration Statement shall have become effective under the HSR 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall have expired or been terminated. (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding issued under the 1933 Act and no proceedings for that purpose shall have been instituted or be pending or threatened which may materially adversely affect by the financial conditionsSEC or any Canadian Securities Regulator, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions any request on the validity or legality part of the transactions described herein SEC for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters and no provision of the Corporation shall not have received from the SEC any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation notice objecting to use of the transactionsregistration statement under Form F-10 or the Canadian Base Prospectus, contemplated hereby.as applicable. The Preliminary Prospectus and the Prospectus shall have been filed with the SEC and the OSC, as applicable, and the Corporation shall have made or obtained all other necessary filings, approvals, consents and acceptances of the OSC and the appropriate Securities Commissions, the Exchange and the NYSE required to be made or obtained by the Corporation prior to the Time of Closing in order to complete the Offering as herein contemplated, it being understood that the Underwriters shall do all that is required, acting reasonably, to assist the Corporation to fulfill this condition; (b) the directors of the Corporation shall have authorized and approved this Agreement, the Indenture, the issuance of the Notes, and all matters relating thereto, it being hereby represented by the Corporation that such authorization and approval will be obtained prior to the Time of Closing; (c) Purchaser it shall have received be the case that, and the Corporation will deliver to the Underwriters a certificate of the Corporation and signed on behalf of the Corporation by the Chief Executive Officer or an opinion from counsel executive officer of the Corporation and the Chief Financial Officer or Chief Accounting Officer of the Corporation (or such officers of the Corporation as may be acceptable to Company, Nason, Yeager, Gerson, White the Representatives) addressed to the Underwriters and Xxxxx, P.A.dated the Closing Date or the relevant Date of Delivery, as applicable, in form satisfactory to the matters referred to Representatives, certifying that: (i) the Prospectus is true and correct in Paragraphs 5(b), 5(call material respects and contains no misrepresentation; (ii) no Material Adverse Change has occurred and 5(e); that the transfer no transaction out of the Shares from Sellers ordinary course of business and Other Shares of a nature material to Purchaser will be exempt the Corporation has been entered into or is pending since the date of the Prospectus; (iii) no stop order or other order, ruling or determination having the effect of prohibiting the sale of the Notes or suspending the effectiveness of the Registration Statement has been issued, and, to the best knowledge, information and belief of the persons signing such certificate, no proceedings for such purpose are contemplated or threatened; (iv) the Corporation has not received from the registration provisions SEC any notice pursuant to Rule 401(g)(2) of the 1933 Act and will not violate the registration provisions of Section 5 objecting to use of the Form F-10 registration statement form; (v) the Corporation is a “reporting issuer” in each of the provinces of Canada not in default of any requirement under Applicable Securities Act; when paid for Laws of such jurisdictions, is eligible in accordance with the terms provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus with the Canadian Securities Regulators at the respective times of filing and there is no material change in the affairs of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed Corporation which presently requires disclosure under the Securities ActAct (Ontario), and other securities laws to which the Corporation is subject, which has not been so disclosed and no such disclosure has been made on a confidential basis; (vi) the Corporation has complied with all agreements, covenants, terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Time of Closing or the relevant Date of Delivery, as applicable; (vii) each of the Corporation’s representations and warranties contained herein is true and correct as of the Time of Closing or the relevant Date of Delivery, as applicable, as though expressly made as of the Time of Closing or such Date of Delivery, as applicable; and (viii) such other matters of a factual nature as the Underwriters and the Underwriters’ counsel may request, acting reasonably. (d) The Shareholders' Agreementthere shall not have occurred any downgrading in or withdrawal of, substantially in nor shall any notice have been given of any intended or potential downgrading or withdrawal or of any review for a possible change that does not indicate the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase direction of the several Other Shares possible change, the rating accorded any securities of the Corporation or any of its subsidiaries by Purchaserany “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the 1934 Act. (e) The purchase Representatives shall have received the favorable opinions of (i) Xxxxxx, Xxxx & Xxxxxxxx LLP, U.S. counsel to the Corporation, as to the laws of the several Other Shares by PurchaserUnited States and the State of New York applicable therein, shall take place simultaneously with the closing of this Agreement. and (fii) In the case of PurchaserBlake, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior Xxxxxxx & Xxxxxxx LLP, counsel to the Closing DateCorporation, as to the representations laws of Ontario and warranties of Sellers contained in this Agreement the other Canadian Private Placement Provinces, if applicable (and in any certificate reliance on or other writing delivered by Sellers pursuant hereto shall be true delivery of local agent opinions in all material respects at respect of the Province of Saskatchewan and Nova Scotia), and the laws of Canada applicable therein, each dated as of the Closing Date or the relevant Date of Delivery, as if made at applicable, and addressed to the Underwriters, with respect to such matters as may be reasonably requested by the Underwriters; (f) The Representatives shall have received the favorable opinions of (i) Cravath, Swaine & Xxxxx LLP, U.S. counsel to the Underwriters, and (ii) Xxxxxxx Xxxxx LLP, Canadian counsel to the Underwriters, each dated as of the Closing Date or the relevant Date of Delivery, as applicable, and addressed to the Underwriters, with respect to such time matters as may be reasonably requested by the Underwriters; (g) On the date hereof, the Representatives shall have received from: (i) Ernst & Young LLP, independent registered public accountants for the Corporation, a letter dated the date hereof addressed to the Underwriters, in form and Purchaser substance satisfactory to the Representatives with respect to the audited and unaudited financial statements and certain financial information of the Corporation contained in the Registration Statement, the Disclosure Package and the Prospectus; and (ii) Deloitte, S.L., independent registered public accountants for Atlantica, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives with respect to the audited and unaudited financial statements and certain financial information of Atlantica contained in the Registration Statement, the Disclosure Package and the Prospectus. (h) On the Closing Date or the relevant Date of Delivery, as applicable, the Representatives shall have received from: (i) Ernst & Young LLP, independent public or certified public accountants for the Corporation, a letter dated such date, in form and substance satisfactory to the Representatives, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (g)(i) of this Section 7.1, except that the specified date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the Closing Date or any such Date of Delivery, as applicable; and (ii) Deloitte, S.L., independent public or certified public accountants for Atlantica, a letter dated such date, in form and substance satisfactory to the Representatives, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (g)(ii) of this Section 7.1, except that the specified date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the Closing Date or any such Date of Delivery, as applicable. (i) On the date hereof, on the Closing Date and on any Date of Delivery, the Representatives shall have received a certificate signed by Sellers of Xxxxx Xxxxxxxxxxx, Chief Financial Officer of the Corporation, in form and substance reasonably satisfactory to the foregoing effectUnderwriters, with respect to certain financial information contained in the Disclosure Package, and, with respect to the certificate delivered on the Closing Date and any such Date of Delivery, the Prospectus. (g) 7.2 In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior addition to the Closing Dateforegoing, the Corporation shall provide such other documents, certificates and opinions in connection with the issuance and sale of the Notes, as the Underwriters may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties warranties, or the satisfaction of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectconditions or agreements, herein contained.

Conditions of Closing. No party hereto 14.1 The Underwriters’ obligations under this Agreement shall be required subject to consummate the following conditions being fulfilled which are for the exclusive benefit of the Underwriters, any of which may be waived, in whole or in part, by the transactions described herein unless at Closing,Underwriters, in their sole discretion, pursuant to Section 15.2 hereof: (a) The waiting period under Corporation shall furnish to the HSR Act shall have expired Underwriters (i) at the Closing Time, an opinion and letter of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special United States counsel for the Corporation, addressed to the Underwriters, and dated the Closing Date, with executed or been terminated.reproduced copies for each Underwriter, and in form and substance reasonably satisfactory to the Underwriters, in substantially the form of the respective opinion and letter set forth in Exhibit B hereto, (ii) at the Closing Time, an opinion of Goodmans LLP, Canadian counsel for the Corporation, addressed to the Underwriters, and dated the Closing Date, with executed or reproduced copies for each Underwriter, and in form and substance reasonably satisfactory to the Underwriters, in substantially the form set forth in Exhibit C hereto, provided that Goodmans LLP in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those of the Province of Ontario and the federal laws of Canada applicable therein and (iii) at the Closing Time, an opinion of Xxxxxxx, Street and Deinard Professional Association, special counsel for the Corporation with respect to United States federal energy regulatory matters, addressed to the Underwriters, and dated the Closing Date, with executed or reproduced copies for each Underwriter, and in form and substance reasonably satisfactory to the Underwriters, in substantially the form set forth in Exhibit D hereto; (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser Underwriters shall have received an opinion from counsel to Company(i) a legal opinion, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and dated as of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers addressed to the foregoing effect. (g) In the case of SellersUnderwriters, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior from Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Closing DateUnderwriters, with respect to such matters as the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.Underwriters may reasonably request, and

Conditions of Closing. No party hereto shall be required to consummate any The obligations of the transactions described herein unless at Closing,Trust to sell the Notes to purchasers, and for the purchasers to purchase the Notes from the Trust, will be subject to the following conditions, which conditions may be waived in writing in whole or in part by the party entitled to the benefit thereto: (a) The waiting period under the HSR Act Trust and the Agents shall have expired or been terminated.complied fully with all Applicable Securities Laws, prior to the Closing Time; (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding all conditions precedent to the issuance of the Notes under the Indenture shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.satisfied; (c) Purchaser the Agents shall have received an a legal opinion from counsel the Trust’s counsel, in form and content satisfactory to Companythe Agents and their counsel, Nasonacting reasonably, Yeager, Gerson, White and Xxxxx, P.A.addressed to the Agents, as to (i) the matters referred to in Paragraphs 5(b), 5(c) establishment and 5(e); that the transfer existence of the Shares from Sellers Trust and Other Shares the Seller; (ii) the due authorization, execution and delivery, and the enforceability of this Agency Agreement; (iii) the enforceability of the Notes against the Trust; (iv) that all necessary documents have been filed, all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the appropriate regulatory authority have been obtained by the Trust under the applicable securities laws of the Province of Ontario to Purchaser will be exempt from qualify the registration Notes for distribution to the public in the Province of Ontario through registrants or dealers registered under the securities laws of the Province of Ontario who have complied with the relevant provisions of the Act such applicable legislation and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellerstheir registrations, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, (v) true sale matters with respect to the knowledge of counsel, transactions contemplated by the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.Purchase Agreement; (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement Trust and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers Agents shall have performed in all material respects all of their obligations hereunder required to be performed by them at received from the Rating Agencies on or prior to the Closing Date, Date confirmation in writing that the representations Notes will receive a rating of “Aaa” from Xxxxx’x and warranties a rating of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of “AAA” from DBRS; (e) the Closing Date as if made at and as of such time and Purchaser Agents shall have received a certificate signed copy of the Agreed Upon Procedures letter; (f) the Agents shall have received such certificates, opinions and other documents as may reasonably be requested by Sellers to the foregoing effect.Agents and their counsel; (g) In the case closing for the issuance and sale of Sellersthe Series 2010-1 Class A-1a Asset Backed Notes of the Trust (the “Class A-1a Notes”), Purchase the Series 2010-1 Class A-1b Asset Backed Notes of the Trust (the “Class A-1b Notes”), the Series 2010 Class A-2b Asset Backed Notes of the Trust (the “Class A-2b Notes”) and the Class B Asset Backed Notes of the Trust (the “Class B Notes”) shall have performed in all material respects all occur contemporaneously with the Closing; (h) the Originator has satisfied the conditions of its obligations hereunder required to be performed by it at the amended and restated commitment letter dated September 30, 2009 between the Business Development Bank of Canada (“BDC”) and the Originator or there has been a waiver thereof, or as otherwise agreed with BDC (provided that Xxxxxxx Xxxxx Canada Inc. shall so confirm prior to the Closing Date, the representations ); and (i) Xxxxxxx Xxxxx Canada Inc. and warranties Banc of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers America Securities LLC shall have received a certificate signed irrevocable commitments (in the agreed form of subscription agreements) to purchase the aggregate principal amount of the Class A-1a Notes, the Class A-1b Notes, the Class A-2b Notes and the Class B Notes being offered by an officer of Purchaser to the foregoing effectTrust.

Conditions of Closing. No party hereto shall be required The following are conditions precedent to consummate any the obligations of the transactions described Underwriters to complete the Closing and of the Purchasers to purchase the Offered Shares at the Closing Time, which conditions the Corporation covenants and agrees to use commercially reasonable efforts to fulfil within the time set out herein unless at Closing,therefor, and which conditions may be waived in writing in whole or in part by the Underwriters: (a) The waiting period under the HSR Act Corporation shall have expired or been terminated.cause its counsel, XxXxxxx Xxxxxxxxx LLP, to deliver to the Underwriters a legal opinion addressed to the Underwriters dated and delivered on the Closing Date, in form and substance satisfactory to the Underwriters acting reasonably, with respect to the following matters: (bi) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred incorporation and valid existence of the Corporation and as to in Paragraphs 5(b)the corporate capacity, 5(cpower and authority of the Corporation to carry out its obligations under this Agreement and to issue the Offered Shares; (ii) and 5(e); that the transfer Corporation is a reporting issuer in each of the Shares from Sellers Qualifying Provinces that recognizes the concept of a reporting issuer and Other Shares is not noted on a list maintained by the Canadian securities regulators as being in default under Securities Laws in the Qualifying Provinces; (iii) as to Purchaser will be exempt from the registration provisions authorized and issued capital of the Act Corporation; (iv) that the Corporation has all necessary corporate capacity and will not violate power under the registration provisions Laws of Section 5 Canada to carry on its business as presently carried on and to own, lease and operate its properties and assets; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Securities Act; when paid for in accordance Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the terms of Canadian Securities Regulators; (vi) that necessary corporate action has been taken by the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; Corporation to authorize the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, Offered Shares; (vii) that upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Purchased Shares will be owned by Purchaser free duly and clear validly issued as fully paid and non-assessable shares of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.Corporation; (dviii) The Shareholders' Agreementthat the Additional Shares issuable upon exercise of the Over-Allotment Option have been reserved for issuance by the Corporation and, substantially in upon the form annexed hereto payment of the purchase price therefor, the Additional Shares will be duly and validly issued as Exhibit 1C, shall be executed fully paid and delivered non-assessable shares of the Corporation; (ix) that all necessary corporate action has been taken by Purchaser the Corporation to authorize the execution and Sellers, simultaneously with the closing delivery of this Agreement and the purchase performance of its obligations hereunder and this Agreement has been executed and delivered by the Corporation and constitute a legal, valid and binding obligation of the several Other Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, liquidation, reorganization, moratorium and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution may be limited by applicable law; (x) that none of the execution and delivery of this Agreement, the performance by the Corporation of its obligations hereunder nor the issuance, sale and delivery of the Offered Shares to be issued and sold by Purchaser.the Corporation at the Closing Time will conflict with or result in any breach of the articles of incorporation or by-laws of the Corporation, any resolutions of the directors or shareholders of the Corporation or any applicable corporate Law or Securities Laws of the Qualifying Provinces; (xi) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Provinces have been obtained by the Corporation to qualify the distribution to the public of the Offered Shares in each of the Qualifying Provinces through investment dealers who are duly registered under applicable Securities Laws and who have complied with the relevant provisions of applicable Securities Laws; (xii) that the rights, privileges, restrictions and conditions attaching to the Offered Shares conform in all material respects to the descriptions thereof contained in the Final Prospectus; (xiii) that the statements set forth in the Final Prospectus under the caption “Eligibility for Investment” are accurate, subject to the limitations and qualifications set out therein; and (xiv) that subject only to the Standard Listing Conditions, the Offered Shares have been conditionally approved for listing on the TSX. In connection with such opinion, counsel to the Corporation may rely on the opinions of local counsel in the Qualifying Provinces acceptable to the Underwriters, acting reasonably, as to certain corporate and securities matters relating to the Corporation and as to the qualification for distribution of the Offered Shares or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which they are qualified to practise and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (b) the Underwriters receiving at the Closing Time on the Closing Date, a legal opinion to be addressed to the Underwriters, in form and substance acceptable to GMP, acting reasonably, from counsel to the Material Subsidiaries (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers), that (A) each of the Material Subsidiaries is a corporation existing under the laws of its jurisdiction of organization, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) all of the issued and outstanding shares of capital of each of the Material Subsidiaries are registered in the name of the Corporation; (c) if any Offered Shares are sold in the United States, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of Xxxxxx & Whitney LLP, special United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of the Corporation), to the effect that the offer and sale in the United States of the Offered Shares is not required to be registered under U.S. Securities Laws if made in accordance with Schedule “A” to this Agreement; (d) the Underwriters shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officer(s) of the Corporation as the Underwriters may agree, certifying for and on behalf of the Corporation and without personal liability, to the best of the knowledge, information and belief of the persons so signing, with respect to: (i) the articles of incorporation and by-laws of the Corporation; (ii) the resolutions of the Corporation’s board of directors relevant to the issue and sale of the Offered Shares to be issued and sold by the Corporation and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (e) The purchase the Corporation shall cause each of the several Other Shares by PurchaserCorporation’s Auditors and Mettrum’s Auditors to deliver to the Underwriters a comfort letter, shall take place simultaneously with dated as of the closing of this Agreement.Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letters referred to in subsection 5(a)(iii) hereof; (f) In the case of Purchaser, Sellers Underwriters shall have performed received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Underwriters may agree, certifying for and on behalf of the Corporation and without personal liability, to the best of the knowledge, information and belief of the persons so signing, after having made due enquiry and after having carefully examined the Final Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects with all the covenants and satisfied in all respects all the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with and satisfied at or prior to the Closing Date, Time; (ii) the representations and warranties of Sellers the Corporation contained in this Agreement and in any certificate or other writing of the Corporation delivered by Sellers pursuant hereto shall be hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Corporation has obtained a receipt from the Principal Regulator under the Passport System and NP 11-202 evidencing that receipts have been issued by or on behalf of the Canadian Securities Regulators for the Final Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Securities Laws of the Qualifying Provinces or by any regulatory authority; (iv) since the respective dates as of which information is given in the Final Prospectus (A) there has been no material change (actual, anticipated, contemplated, threatened, financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, prospects, capital or control of the Corporation and its subsidiaries taken as a whole), and (B) no transaction has been entered into by either the Corporation or any of its subsidiaries which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Securities Laws; (g) all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under applicable Securities Laws in the Qualifying Provinces and the United States necessary for the offer and sale of the Offered Shares, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, will have been made or obtained, as applicable (other than, in respect of the Offering, the filing of reports required under applicable Securities Laws in the Qualifying Provinces and the United States within the prescribed time periods and the filing of standard documents with the TSX, which documents shall be filed as soon as practicable after the Closing Date and, in any event, within such deadline as if made may be imposed by such Securities Laws or the TSX) and the Underwriters shall have received copies of correspondence indicating that the Corporation has obtained all necessary approvals for the Offered Shares to be conditionally listed on the TSX, subject only to the Standard Listing Conditions; (h) the Underwriters shall have received, at the Closing Time, the Lock-Up Agreements; (i) the Underwriters shall have received, at the Closing Time, a certificate of compliance or status in respect of the Corporation and as each of such time and Purchaser the Subsidiaries, which certificates shall be dated no more than two Business Days prior to the Closing Date; (j) the Underwriters shall have received a certificate signed by Sellers from Computershare Trust Company of Canada Inc. as to the foregoing effect. (g) In number of Common Shares issued and outstanding as at the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or date immediately prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effect.

Conditions of Closing. No party hereto shall 13.1 The Underwriters’ obligations under this Agreement will be required subject to consummate the following conditions being fulfilled which are for the exclusive benefit of the Underwriters, any of which may be waived, in whole or in part, by the transactions described herein unless at Closing,Underwriters, in their sole discretion, pursuant to Section 14.2 hereof: (a) The waiting period the Underwriters will have received a legal opinion, subject to customary limitations, assumptions and qualifications, dated as of the Closing Date addressed to the Underwriters from the Issuer’s Canadian counsel in form and content to the reasonable satisfaction of the Underwriters’ counsel with respect to the following: (i) the Issuer: (1) is a corporation incorporated and validly existing under the HSR laws of its jurisdiction of incorporation; and (2) has all necessary corporate power, authority and capacity to own or lease its property and assets and to carry on its Business as presently conducted as described in the Final Prospectus; (ii) the Issuer is authorized to issue an unlimited number of Shares, of which, as at the Closing Time, such numbers of Shares as noted in the Canadian Final Prospectus will be validly issued and outstanding as fully paid and non-assessable securities of the Issuer; (iii) to its knowledge, as of the Closing Time, except for the 6.25% convertible subordinated unsecured debentures due June 30, 2019, the 6.25% convertible subordinated unsecured debentures due June 30, 2018 and the 6.75% convertible subordinated unsecured debentures due June 30, 2015, no securities exchangeable or convertible into Shares will be issued and outstanding; (iv) all necessary corporate action has been taken by the Issuer to authorize the creation, issue, sale and delivery of the Offered Shares, and, the Issuer having received the consideration for the issue thereof, Offered Shares have been validly issued and are outstanding as fully paid and non-assessable shares of the Issuer; (v) all necessary corporate action has been taken to authorize the execution and delivery by the Issuer of this Agreement and the performance of its obligations hereunder, and this Agreement has been duly executed and delivered by the Issuer and constitutes a legal, valid and binding obligation of the Issuer enforceable against it in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency and other similar laws of general application affecting the enforcement of creditors’ rights generally, specific performance, injunctive relief and other equitable remedies may be granted only in the discretion of a court of competent jurisdiction and that rights of indemnity and/or contribution set out in this Agreement may be limited by applicable law; (vi) no consent, approval, authorization or order of, and no filing, registration or recording with, any Governmental Entity is required in connection with the execution and delivery by the Issuer of this Agreement, or the performance by the Issuer of its obligations hereunder, as applicable, and the consummation by the Issuer of the Offering, including the creation, issuance, sale and delivery of the Offered Shares, except for consents, approvals, authorizations or orders, or filings, registrations or recordings with any Governmental Entity that have been obtained; (vii) the execution and the delivery of this Agreement, and the consummation of the Offering, will not: (1) conflict with or result in or will result in a breach of or default under any of the terms, conditions or provisions of the constating documents of the Issuer or the resolutions of its directors or Equity Holders or any committee thereof; or (2) conflict with or result in a breach of or default under any applicable law, or, to its knowledge, any judgment, order or decree of any Governmental Entity having jurisdiction over the Issuer or any of its respective assets or properties; (viii) each of the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, and, if applicable, the Supplemental Material, in both the French and English languages, and the execution and filing of each of the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, and, if applicable, the Supplemental Material, in both the French and English languages, with the Securities Commissions have been duly approved and authorized by all necessary corporate action by the Issuer, and each of the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus and the Canadian Final Prospectus, in both the French and English languages, have been duly executed by the Issuer; (ix) the distribution of the Offered Shares complies, in all material respects, with all laws in the Province of Quebec relating to the use of the French language in connection therewith; (x) the Issuer is a reporting issuer or the equivalent thereof in each Qualifying Jurisdiction where such concept exists and is not in default under the Canadian Securities Laws of any Qualifying Jurisdiction; (xi) all necessary documents have been filed, all requisite proceedings have been taken and all other legal requirements have been fulfilled under the laws of each of the Qualifying Jurisdictions in order to qualify the Offered Shares for distribution and sale to the public through investment dealers or brokers who are registered under applicable legislation of the Qualifying Jurisdictions and who have complied with the relevant provisions of such applicable legislation; (xii) the TSX has conditionally approved the listing and posting for trading of the Offered Shares subject to fulfilling the Standard Listing Conditions by the date required by the TSX; (xiii) provided the Offered Shares are listed on a designated stock exchange, as defined in the Tax Act, the Offered Shares will be qualified investments under the Tax Act shall have expired or for trusts governed by registered retirement savings plans, registered education savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans and tax-free savings accounts; (xiv) the Trust Company, at its principal offices in Toronto, has been terminatedduly appointed as the registrar and transfer agent with respect to the Shares; and (xv) the directors of the Issuer are duly appointed. (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall Underwriters will have received an opinion from counsel a legal opinion, subject to Companycustomary limitations, Nasonassumptions and qualifications, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and dated as of the Closing Date addressed to the Underwriters from the Issuer’s U.S. securities counsel in form and content to the reasonable satisfaction of the Underwriters’ counsel with respect to such matters as if made at the Underwriters may reasonably request, including the following: (i) The Registration Statement and the U.S. Final Prospectus, as of such time and Purchaser shall have received a certificate signed by Sellers their respective effective or issue dates, appear on their face to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed be appropriately responsive in all material respects all to the requirements of the U.S. Securities Act, except for the financial statements, financial statement schedules and other financial data included or incorporated by reference in or omitted from either of them, and the statements in the Disclosure Package and the U.S. Final Prospectus under the caption “Certain United States Federal Income Tax Considerations,” as to which such counsel expresses no opinion; the Form F-X, as of its obligations hereunder required date, appears on its face to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true appropriately responsive in all material respects at and as to the requirements of the Closing Date U.S. Securities Act; (ii) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made (other than as if made at required by any state securities laws, as to which such counsel expresses no opinion) is required under any Applicable Law for the issuance or sale of the Offered Shares or the performance by the Issuer of its obligations under this Agreement. For purposes of this opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the United States of America. For purposes of this opinion, the term “Applicable Law” means those laws, rules and as regulations of such time and Sellers shall have received a certificate signed by an officer the United States of Purchaser America, in each case which are normally applicable to the foregoing effect.transactions of the type contemplated by this Agreement;

Conditions of Closing. No party hereto The obligations of the Agent hereunder shall be required conditional upon the Agent receiving, and the Agent shall have the right on the Closing Date on behalf of subscribers for the Subscription Receipts to consummate any of withdraw all subscriptions delivered and not previously withdrawn by subscribers unless the transactions described herein unless at Closing,Agent receives, on the Closing Date: (a) The waiting period a legal opinion of the Company’s counsel, in form and substance satisfactory to the Agent, both acting reasonably, with respect to such matters as the Agent may reasonably request, and including, inter alia, an opinion to the effect that: (i) the Company and each of its Subsidiaries are corporations existing under the HSR Act shall have expired or laws of their jurisdiction of incorporation and has not been terminated.dissolved; (bii) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and each of its subsidiaries taken Subsidiaries has all requisite corporate capacity and power to own and operate its property and assets and to carry on its business as a whole or which questions now conducted by it; (iii) the validity or legality Company has all requisite corporate capacity and power to make the Offering and to execute and deliver this Agreement, including the certificates representing the Broker Options, and to perform all of its obligations contemplated thereunder, including the issue of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit Common Shares issuable upon the consummation exercise of the transactions, contemplated hereby.Broker Options; (civ) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date, the representations authorized capital of the Company consists of an unlimited number of Common Shares, of which, 62,640,001 Common Shares are issued and warranties outstanding; (v) the execution and delivery of Sellers contained this Agreement, including the certificate representing the Broker Options and the performance by the Company of its obligations thereunder, including the issue of the Common Shares issuable upon the exercise of the Broker Options do not and will not result in a breach of, and do not and will not conflict with, any of the terms, conditions or provisions of the constating documents of the Company or the resolutions of the directors or shareholders of the Company; (vi) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at necessary documents, including the certificates representing the Broker Options and as the completion of the Closing Date as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers to the foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and warranties of Purchaser contained in Offering; this Agreement and in any certificate or other writing each of such necessary documents has been duly executed and delivered by Purchaser pursuant hereto shall be true in all material respects at the Company and as constitutes a legal, valid and binding obligation of the Closing Date as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser Company, enforceable in accordance with its terms (subject to the foregoing effect.usual qualifications);

Conditions of Closing. No party hereto shall be required The following are conditions precedent to consummate any the obligations of the transactions described herein unless Agents to complete the Closing and to arrange for the purchase of the Offered Shares at Closing,the Closing Time, and which conditions are to be satisfied by the Company at or prior to the Closing Time and may be waived in writing in whole or in part by the Agents: (a) The waiting period Agents shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents from Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Company, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper or alternatively, make arrangements to have such opinions directly addressed to the Agents, and all of such counsel may rely upon, as to matters of fact, certificates of public officials and officers of the Company, and letters from stock exchange representatives and transfer agents, with respect to the following matters: (i) as to the existence and good standing of New Found Gold Corp. under the HSR Business Corporations Act shall (British Columbia); (ii) that New Found Gold Corp. has all requisite corporate power, capacity and authority under the laws of its jurisdiction of incorporation or formation to carry on its businesses as presently carried on and to own its property and assets as described in the Final Prospectus; (iii) the authorized and issued and outstanding share capital of the Company; (iv) that no authorization, consent or approval of, or filing, registration, permit, license, decree, qualification or recording with, any Governmental Authority in the Qualifying Jurisdictions is required for the performance by the Company of its obligations under this Agreement, the delivery to the Agents of the Offered Shares and, if applicable, the Additional Shares hereunder, the consummation of the transactions contemplated by this Agreement (including, without limitation, the distribution of the Securities in the manner contemplated herein), other than those that have expired been obtained or made prior to the Closing Time; (v) that all necessary corporate action has been terminatedtaken by the Company to authorize (i) the execution and delivery of this Agreement and the performance of its obligations hereunder, and (ii) the delivery and, if applicable, the execution and filing of, the Preliminary Prospectus, the Final Prospectus, and, if applicable, any Prospectus Amendment, under the Canadian Securities Laws in each of the Qualifying Jurisdictions; (vi) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and subject to other standard assumptions and qualifications, including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by Applicable Law; (vii) the execution and delivery of this Agreement and the fulfilment of the terms hereof by the Company and the issuance, sale and delivery of the Offered Shares to be issued and sold by the Company at the Closing Time and the grant of the Over-Allotment Option do not and will not result in a breach of or a default under, do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or a default under, and do not and will not conflict with: (A) the constating documents of the Company; (B) any resolutions of the shareholders or directors (including of any committee thereof) of the Company; or (C) any applicable corporate law or Securities Laws; (viii) the Offered Shares have been duly and validly issued as fully paid and non-assessable shares in the capital of the Company; (ix) that the statements under the heading “Eligibility for Investment” in the Preliminary Prospectus, and the Final Prospectus are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein; (x) the rights, privileges, restrictions and conditions attaching to the Securities and the Over-Allotment Option are accurately summarized in all material respects in the Offering Documents; (xi) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and it is not on the list of defaulting reporting issuers maintained by the Canadian Securities Regulators; (xii) that all necessary documents have been filed, all requisite proceedings have been taken, all legal requirements have been fulfilled and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators have been obtained, in each case by the Company to qualify the Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered in such categories under the applicable laws of the Qualifying Jurisdictions and who have complied with the relevant provisions of such applicable laws; and (xiii) that the common shares of the Company (including all of the Securities) have been approved for listing and posting for trading on the TSX-V, subject only to customary listing conditions set forth in the conditional approval letter of the TSX-V dated July 24, 2020. (b) No suitThe Agents receiving, actionat the Closing Time, investigation, inquiry or other proceeding by any governmental body or any other person or favourable legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities opinions (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken in customary form) dated as a whole or which questions the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit Closing Date from counsel to the consummation Company as to title matters in respect of the transactionsQueensway Gold Project, contemplated herebyin form and substance acceptable to the Agents, acting reasonably. (c) Purchaser shall have received an The Agents receiving, at the Closing Time a legal opinion from dated the Closing Date, in form and substance acceptable to the Agents, acting reasonably, addressed to the Agents (and if required for opinion purposes, counsel to the Agents) from Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Company, Nason, Yeager, Gerson, White and Xxxxx, P.A.such counsel may rely upon, as to the matters referred to in Paragraphs 5(b)of fact, 5(c) certificates of public officials and 5(e); that the transfer officers of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by SellersCompany, and the Other Shares will be duly issuedletters from stock exchange representatives and transfer agents, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the that no registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.1933 Act is required for the sale of Shares through the U.S. Affiliates in the United States in the manner contemplated by this Agreement; (d) The Shareholders' AgreementAgents shall have received from DNTW Toronto LLP at the Closing Time a “bring-down” comfort letter dated the Closing Date, substantially in form and substance satisfactory to the form annexed hereto as Exhibit 1CAgents, shall be executed and delivered by Purchaser and Sellersacting reasonably, simultaneously with addressed to the closing of this Agreement Agents and the purchase directors of the several Other Shares by PurchaserCompany, confirming the continued accuracy of the comfort letter to be addressed to the Agents, and the directors of the Company pursuant to Section 7(a)(iv) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, provided such changes are acceptable to the Agents, acting reasonably. (e) The purchase Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents signed by two senior officers of the several Other Shares by PurchaserCompany in form and substance satisfactory to the Agents, shall take place simultaneously acting reasonably, with respect to the closing notice of articles, articles and other constating documents of the Company, all resolutions of the board of directors of the Company relating to this AgreementAgreement and the incumbency and specimen signatures of signing officers of the Company. (f) In the case of Purchaser, Sellers The Agents shall have performed received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company or other senior officers of the Company acceptable to the Agents certifying for and on behalf of the Company and without personal liability after having made due enquiry and after having examined the Final Prospectus, the U.S. Offering Memorandum and any Offering Document Amendment, that: (i) since the date as of which information is given in the Final Prospectus there has been no Material Adverse Change and that no material transaction has been entered into by the Company other than as disclosed in the Final Prospectus, the U.S. Offering Memorandum or any Offering Document Amendment; (ii) the Final Prospectus and U.S. Offering Memorandum (except any Agents’ Information) (i) do not contain a misrepresentation and contain full, true and plain disclosure of all material facts relating to the Securities and the Company, and (ii) do not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Securities or any other securities of the Company has been issued by any Governmental Authority and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any Governmental Authority; (iv) the Company has complied in all material respects all with the terms and conditions of their obligations hereunder required this Agreement on its part to be performed by them complied with at or prior to the Closing Date, Time; and (v) the representations and warranties of Sellers the Company contained in this Agreement and in any certificate certificates or other writing documents delivered by Sellers the Company pursuant hereto shall be to or in connection with this Agreement are true and correct in all material respects at and as of the Closing Date Time with the same force and effect as if made at and as of such time and Purchaser shall have received a certificate signed by Sellers the Closing Time after giving effect to the foregoing effecttransactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all material respects as of that date only and in respect of any representations and warranties that are subject to a materiality qualification in which case, they will be true and correct in all respects; and all of those matters will in fact be true and correct as at the Closing Time. (g) In the case of Sellers, Purchase The Company shall have performed complied in all material respects all with the terms and conditions of this Agreement on its obligations hereunder required part to be performed by it complied with at or prior to the Closing Time. (h) The Company will have made and/or obtained all necessary filings, approvals, permits, consents and acceptances to or from, as the case may be, the board of directors, the Canadian Securities Regulators, the TSX-V, and any other applicable person required to be made or obtained by the Company in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Company and the Agents, acting reasonably, prior to the Closing Date, it being understood that the Agents will do all that is reasonably required to assist the Company to fulfil this condition. (i) The representations and warranties of Purchaser the Company contained in this Agreement and in any certificate certificates or other writing documents delivered by Purchaser the Company pursuant hereto to or in connection with this Agreement shall be true and correct in all material respects at and as of the Closing Date Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all material respects as of that date only and in respect of any representations and warranties that are subject to a materiality qualification in which case, they will be true and correct in all respects. (j) Subject to the last sentence of this paragraph, each of the persons identified in Schedule C, such time persons being shareholders of the Company holding at least 5% of the common shares of the Company at Closing, and Sellers each of the Company’s senior officers and directors, will have executed a lock-up agreement in the form set forth in Schedule D and the Agents will have received a copy thereof. The Agents acknowledge that the Company will use commercially reasonable efforts to obtain lock-up agreements from certain shareholders controlled by or affiliated with Xxxx Xxxxxx or Xxx XxXxxx. (k) The common shares of the Company (including all of the Securities) shall have been approved for listing and posting for trading on the TSX-V on or before the Business Day immediately preceding the Closing Date, subject only to the satisfaction by the Company of customary post-closing conditions imposed by the TSX-V in similar circumstances. (l) The Agents will have received a certificate signed by an officer from Computershare Investor Services Inc. with respect to its appointment as transfer agent and registrar of Purchaser the common shares of the Company and the number of common shares of the Company issued and outstanding as at the end of the Business Day immediately prior to the foregoing effectClosing Date. (m) The Agents will have received a certificate of compliance or the equivalent in respect of the Company issued by the appropriate regulatory authorities in British Columbia dated within one Business Day prior to the Closing Date. (n) The Agents shall have received the Agents’ Commission. (o) The Agents shall have received such other closing certificates, opinions, receipts, agreements or documents as the Agents or their counsel may reasonably request.

Conditions of Closing. No party hereto shall be required to consummate any 8.1 The purchase and sale of the transactions described herein unless Purchased Securities and the Closing will be conditional upon and subject to the following conditions being fulfilled at or prior to the Time of Closing,, which conditions the Corporation covenants to exercise its reasonable best efforts to have fulfilled at or prior to the Time of Closing and which conditions in paragraphs (c), (d), (e) and (f) may be waived in writing in whole or in part by the Underwriters: (a) The waiting period under the HSR Act Corporation will have made or obtained the necessary filings, approvals, consents and acceptances of the appropriate Securities Commissions and the Exchange required to be made or obtained by the Corporation prior to the Time of Closing in order to complete the Offering as herein contemplated, it being understood that the Underwriters shall have expired or been terminated.do all that is required, acting reasonably, to assist the Corporation to fulfill this condition; (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding the directors of the Corporation shall have been instituted or threatened which may materially adversely affect authorized and approved this agreement, the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its subsidiaries taken as a whole or which questions the validity or legality issuance of the transactions described herein Purchased Securities, and no provision all matters relating thereto, it being hereby represented by the Corporation that such authorization and approval will be obtained prior to the Time of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.Closing; (c) Purchaser it shall have received an opinion from counsel to Companybe the case that, Nason, Yeager, Gerson, White and Xxxxx, P.A., as the Corporation will deliver to the matters referred to in Paragraphs 5(b), 5(c) Underwriters a certificate and 5(e); that the transfer covenant of the Shares from Sellers Corporation and Other Shares to Purchaser will be exempt from the registration provisions signed on behalf of the Act Corporation by the Chief Executive Officer and will not violate the registration provisions of Section 5 Chief Financial Officer of the Corporation (or such officers of the Corporation as may be acceptable to the Underwriters) addressed to the Underwriters and dated the Closing Date in form satisfactory to their counsel, Xxxxxxx Xxxxx LLP, certifying that: (i) except as otherwise publicly disclosed, the Prospectus is true and correct in all material respects and contain no misrepresentation; (ii) except as otherwise publicly disclosed, no material adverse change in the assets, liabilities, financial position or business of the Corporation has occurred and no transaction out of the ordinary course of business and of a nature material to the Corporation has been entered into or is pending since the date of the Prospectus Supplement; (iii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Purchased Securities Act; when paid or the trading of any of the Corporation’s issued securities has been issued and, to the best knowledge, information and belief of the persons signing such certificate, no proceedings for such purpose are pending, contemplated or threatened; (iv) the Corporation is a “reporting issuer” not in default of any requirement under Applicable Securities Laws, is eligible in accordance with the terms provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus with the Securities Commissions at the respective times of filing and there is no material change in the affairs of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed Corporation which presently requires disclosure under the Securities ActAct (Ontario), and other securities laws to which the Corporation is subject, which has not been so disclosed and no such disclosure has been made on a confidential basis; (v) it has complied with all covenants, terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Time of Closing; (vi) each of its representations and warranties contained herein are true and correct as of the Time of Closing; and (vii) such other matters of a factual nature as the Underwriters and the Underwriters’ counsel may request, acting reasonably. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall Corporation will have caused favorable legal opinions to be executed and delivered by Purchaser its counsel, Blake, Xxxxxxx & Xxxxxxx LLP, dated the Closing Date addressed to the Underwriters and Sellersits counsel, simultaneously Xxxxxxx Xxxxx LLP, with respect to those matters identified in Schedule “C” hereto and as to such other matters as the closing of this Agreement and Underwriters may reasonably request, acceptable to the purchase of the several Other Shares by Purchaser.Underwriters’ counsel, Xxxxxxx Xxxxx LLP, acting reasonably; (e) The purchase the Corporation will deliver to the Underwriters a favourable legal opinion from its in-house or external legal counsel addressed to the Underwriters and their counsel, Xxxxxxx Xxxxx LLP, and dated the Closing Date in form satisfactory to Xxxxxxx Xxxxx LLP that each of Liberty Utilities (Canada) Corp., Liberty Utilities Co., Liberty Energy Utilities Co., Liberty Water Co., Liberty Energy (Georgia) Corp., Algonquin Holdco Inc., Algonquin Power Fund (Canada) Inc., Algonquin Power Fund (America) Inc., Algonquin Power Co., Algonquin Power Trust and Algonquin Power Operating Trust (collectively, the “Algonquin Entities”), subject to any recording of a pledge thereof pursuant to the security relating to the senior credit facility of Algonquin Power Co., each of the several Other Shares by Purchaserparties identified in the Prospectus as holding title to the Algonquin Securities of the Algonquin Entities at the Time of Closing is, shall take place simultaneously with in the closing case of this Agreement.Algonquin Securities which are shares, shown in the shareholders’ register of such company as the registered holder thereof, and, in the case of the Algonquin Securities which are unitholder interests in a trust, shown in the trusts’ register of such trust as the registered unitholder thereof; (f) In the case Corporation will deliver to the Underwriters a letter dated the Closing Date in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of Purchaser, Sellers shall have performed in all material respects all the Corporation from each of their obligations hereunder required Ernst & Young LLP and KPMG LLP confirming the continued accuracy of the comfort letter to be performed by them at or delivered to the Underwriters pursuant to Section 3.1(f) with such changes as may be necessary to bring information in such letter forward to a date not more than two (2) business days prior to the Closing Date, the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of provided such time and Purchaser shall have received a certificate signed by Sellers changes are acceptable to the foregoing effect.Underwriters, acting reasonably; (g) In that the case of Sellers, Purchase Purchased Securities and the Series E Shares shall have performed in all material respects all been conditionally approved for listing and posting for trading on the Exchange subject to the satisfaction by the Corporation of its obligations hereunder required the filing and other requirements of such Exchange. 8.2 The Corporation agrees that the aforesaid legal opinions and certificates to be performed by it delivered at or prior the Time of Closing will also be addressed to Purchasers. 8.3 In addition to the Closing Dateforegoing, the representations Corporation shall provide such other documents, certificates and warranties of Purchaser contained opinions in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as connection with the filing of the Closing Date Prospectus, as if made at and as of such time and Sellers shall have received a certificate signed by an officer of Purchaser to the foregoing effectUnderwriters may reasonably require.

Conditions of Closing. No party hereto The Agents’ several, and not joint, nor joint and several, obligation to complete the Closing pursuant to this Agreement (including the obligation to arrange for the purchase and sale of the Initial Shares at the Closing Time) shall be required subject to consummate any of the transactions described herein unless at Closing,following conditions: (a) The waiting period under the HSR Act Agents shall have expired received at the Closing Time a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, or been terminated.such other officers of the Company as the Agents may agree, certifying for and on behalf of the Company that: (bi) No suitno order, action, investigation, inquiry ruling or other proceeding determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) has been issued by any governmental body or any other person or legal or administrative proceeding shall Governmental Entity and is continuing in effect and no proceedings for that purpose have been instituted or are pending or are contemplated or threatened which may materially adversely affect by any Governmental Entity; (ii) to the knowledge of such officers, after due enquiry, there has been no adverse material change (actual, proposed or prospective, whether financial conditionsor otherwise) in the condition (financial or otherwise), properties, assets, liabilities (absolute, accrued, contingent or otherwise), reservesobligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Company and its subsidiaries taken as subsidiaries, on a whole or which questions consolidated basis, since the validity or legality of the transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby.date hereof; (ciii) Purchaser shall have received an opinion from counsel the Prospectus (except the Agent Information) complies with Canadian Securities Laws, does not contain a misrepresentation and contains full, true and plain disclosure of all material facts relating to the Company, Nason, Yeager, Gerson, White and Xxxxx, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreementsOffering, the shares issuable upon exercise of options held by SellersOffered Shares, the Over- Allotment Option and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held Broker Securities as required by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Canadian Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act.Laws; (div) The Shareholders' Agreementthe Company has duly complied with all the terms, substantially in the form annexed hereto as Exhibit 1C, shall be executed covenants and delivered by Purchaser and Sellers, simultaneously with the closing conditions of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required on its part to be performed by them at or prior complied with up to the Closing Date, Time; and (v) the representations and warranties of Sellers the Company contained in this Agreement are true and in any certificate or other writing delivered by Sellers pursuant hereto shall be true correct in all material respects at and as of the Closing Date Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they were true and correct as of that date; (b) the Agents shall have received at the Closing Time a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such time other officers of the Company as the Agents may agree, addressed to the Agents with respect to the constating documents of the Company, all resolutions of the Company’s board of directors and, as applicable, shareholders relating to the Transaction Documents and Purchaser the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Agents may reasonably request; (c) the Company shall have made and/or obtained all necessary filings, approvals, permits, consents and authorizations to or from, as the case may be, the board of directors and shareholders of the Company, the Securities Regulators, the CSE or the TSXV, as applicable, and any other applicable person required to be made or obtained by the Company in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Agents, acting reasonably; (d) the Agents shall have received favourable legal opinions addressed to the Agents, dated the Closing Date, from XxXxxxxx LLP, counsel to the Company, and where appropriate local counsel to the Company (it being understood that such counsel may rely to the extent appropriate in the circumstances (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and on certificates of the transfer agent and registrar of the Company, as to the issued capital of the Company, and (ii) as to matters of fact not independently established, on certificates of the Company’s Auditors or a public official), such opinions to be subject to standard qualifications and assumptions and in form satisfactory to the Agents and their counsel, acting reasonably, with respect to the following matters: (i) the incorporation, subsistence and good standing of the Company under the laws of the Province of British Columbia and as to the corporate power and capacity of the Company to enter into and carry out its obligations under the Transaction Documents and to issue and sell the Offered Shares, grant the Over-Allotment Option and issue the Broker Securities; (ii) the authorized and issued capital of the Company; (iii) the Company has all requisite corporate power and capacity under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets as described in the Prospectus; (iv) the formation, subsistence and good standing of Reefton Acquisition Corp. under the laws of the Province of British Columbia, the corporate power and capacity of Reefton Acquisition Corp. under the laws of the Province of British Columbia to carry on its business as presently carried on and to own, lease and operate its properties and assets, and as to the authorized and issued capital of Reefton Acquisition Corp. and the ownership thereof; (v) the execution and delivery of the Transaction Documents, the performance by the Company of its obligations thereunder, the sale and issuance of the Offered Shares, the grant of the Over-Allotment Option and the issuance of the Broker Securities, do not and will not conflict with or result in any breach of the constating documents of the Company, any resolutions of the shareholders or directors (including committees of the board of directors) of the Company, any applicable corporate laws or any Canadian Securities Laws; (vi) each of the Transaction Documents have been duly authorized and executed and delivered by the Company, and constitute valid and legally binding obligations of the Company enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law; (vii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Base Shelf Prospectus and the Prospectus Supplement and the filing thereof with the Securities Regulators, the filing of the Marketing Document with the Securities Regulators and the delivery of the U.S. Private Placement Memorandum; (viii) the Offered Shares, other than the Over-Allotment Shares issuable at any Option Closing Time, have been duly and validly issued as fully paid and non-assessable Common Shares; (ix) the Broker Warrants, other than the Broker Warrants issuable at any Option Closing Time, have been duly and validly created and issued; (x) the Broker Warrant Shares have been reserved and authorized and allotted for issuance and upon the receipt of payment therefor by the Company and the issue thereof upon exercise of the Broker Warrants in accordance with the provisions of the Broker Warrant Certificates, the Broker Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) all necessary corporate action has been taken by the Company to authorize the issuance of the Over-Allotment Shares, subject to receipt of payment in full for them, and the issuance of the additional Broker Warrants, and when issued and delivered, the Over-Allotment Shares and the additional Broker Warrants will be duly and validly issued by the Company and the Over-Allotment Shares will be outstanding as fully paid and non-assessable Common Shares; (xii) the rights, privileges, restrictions and conditions attaching to the Offered Shares, the Over- Allotment Option and the Broker Securities conform in all material respects with the description thereof set forth in the Prospectus; (xiii) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits, consents and authorizations of the Securities Regulators in each of the Qualifying Jurisdictions have been obtained by the Company to qualify the distribution to the public of the Offered Shares in each of the Qualifying Jurisdictions through persons who are registered under Canadian Securities Laws and to qualify the grant of the Over- Allotment Option and the issuance of the Broker Warrants to the Agents; (xiv) the issuance by the Company of the Broker Warrant Shares upon the due exercise of the Broker Warrants is exempt from, or is not subject to, the prospectus requirements of Canadian Securities Laws in the Qualifying Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under Canadian Securities Laws of the Qualifying Jurisdictions in connection therewith; (xv) the first trade in, or resale of, the Broker Warrant Shares is exempt from, or is not subject to, the prospectus requirements of Canadian Securities Laws in the Qualifying Jurisdictions and no filing, proceeding or approval will need to be made, taken or obtained under such laws in connection with any such trade or resale, provided that the trade or resale is not a “control distribution” (as defined in National Instrument 45-102 – Resale of Securities); (xvi) the statements and opinions concerning tax matters set forth in the Prospectus Supplement under the heading “Eligibility for Investment” insofar as they purport to describe the provisions of the laws referred to therein are fair and adequate summaries of the matters discussed therein subject to the qualifications, assumptions and limitations set out under such heading; and (xvii) as to such other matters as the Agents’ legal counsel may reasonably request prior to the Closing Time; (e) the Agents shall have received a favourable legal opinion addressed to the Agents, dated the Closing Date, from Xxxxxxx Xxxxxxxx, New Zealand counsel to the Company, as to: (i) the incorporation and subsistence of Reefton Gold Limited; (ii) the corporate power and capacity of Reefton Gold Limited under the laws of its jurisdiction of existence to carry on its business as presently carried on and to own, lease and operate its properties and assets; and (iii) the authorized and issued capital of Reefton Gold Limited and the ownership thereof, in a form satisfactory to the Agents and their counsel, acting reasonably; (f) if any Offered Shares are offered and sold to U.S. Purchasers pursuant to Schedule “A” attached hereto, the Agents shall have received a favourable legal opinion addressed to the Agents, dated the Closing Date, from XxXxxxxx LLP, United States securities counsel to the Company, such opinion to be subject to standard qualifications and assumptions and in form satisfactory to the Agents and their counsel, acting reasonably, to the effect that no registration of the Offered Shares offered and sold to U.S. Purchasers will be required under the U.S. Securities Act in connection with such offer and sale, provided that the offer and sale of the Offered Shares to U.S. Purchasers is made in accordance with Schedule “A” attached hereto; provided that it being understood that no opinion is expressed as to any subsequent resale of any of the Offered Shares; (g) the Agents shall have received favourable legal opinions addressed to the Agents, dated the Closing Date, from Xxxxxxx Xxxxxxxx, New Zealand counsel to the Company, such opinions to be subject to standard qualifications and assumptions and in form satisfactory to the Agents and their counsel, acting reasonably, as to title to the mineral concessions comprising the Reefton Project and the Glamorgan Project; (h) the Agents shall have received from the Company’s Auditors a letter, dated as of the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4(a)(iii); (i) the Agents shall have received from the Company’s Former Auditors a letter, dated as of the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4(a)(iv); (j) the Agents shall have received executed copies of all the lock-up agreements requested by the Agents pursuant to Section 6(l) in form and substance satisfactory to the Agents, acting reasonably; (k) the Agents shall have received certificates of good standing or similar certificates with respect to the jurisdiction in which the Company and each of the Subsidiaries are existing; (l) the Agents shall have received a certificate signed by Sellers from the transfer agent and registrar of the Company as to the foregoing effect. (g) In issued and outstanding Common Shares as at the case close of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or business on the Business Day prior to the Closing Date, ; and (m) the representations and warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time and Sellers Agents shall have received a certificate signed by an officer of Purchaser such other documents as the Agents or their counsel may reasonably request prior to the foregoing effectClosing Time.